SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D (Amendment No. 5)*
Under the Securities Exchange Act of 1934
LIGAND PHARMACEUTICALS INCORPORATED
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(Name of Issuer)
Common Stock, $0.001 par value
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(Title of Class of Securities)
53220K 20 7
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(CUSIP Number)
William F. Daniel
Elan Corporation, plc
Lincoln House
Lincoln Place
Dublin 2, Ireland
(353) 1-709-4000
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
August 4, 2000
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of ss.ss. 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box / /.
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See ss. 240.13d-7(b) for other
parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
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SCHEDULE 13D
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CUSIP No. 53220K 20 7
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1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES
ONLY)
Elan Corporation, plc
I.R.S. Employer Identification No.: NA
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / /
(b) / /
N/A
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
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WC
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5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) N/A
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Ireland
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7 SOLE VOTING POWER
NUMBER OF 12,031,809
SHARES _____________________________________________
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH None
REPORTING _____________________________________________
PERSON WITH 9 SOLE DISPOSITIVE POWER
12,031,809
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10 SHARED DISPOSITIVE POWER
None
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12,031,809
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.6% (based upon outstanding common stock and shares of common
stock issuable upon conversion of convertible notes and
warrants as of July 31, 2000)
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14 TYPE OF REPORTING PERSON
CO
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<PAGE>
Item 1. Security and Issuer.
This Amendment No. 5 amends the Schedule 13D filed with the Securities and
Exchange Commission (the "Commission") on January 6, 1999, as amended by the
Schedule 13D/A1 filed with the Commission on July 27, 1999, as amended by the
Schedule 13D/A2 filed with the Commission on July 29, 1999, as amended by the
Schedule 13D/A3 filed with the Commission on September 10, 1999, as amended by
the Schedule 13D/A4 filed with the Commission on December 17, 1999 (the
"Schedule 13D"), with respect to the Common Stock, $0.001 par value ("Common
Stock"), of Ligand Pharmaceuticals Incorporated (the "Issuer"), a Delaware
corporation, whose principal executive offices are located at 10275 Science
Center Drive, San Diego, California 92121.
Item 3. Sources and Amount of Funds or Other Consideration.
Item 3 of the Schedule 13D is restated in its entirety as follows:
Pursuant to a Stock Purchase Agreement, dated as of September 30, 1998, by
and between the Issuer and Elan International Services, Ltd., a wholly-owned
subsidiary of Elan ("EIS"), EIS acquired 1,278,970 shares of Common Stock (the
"First Shares") on September 30, 1998 for an aggregate cash purchase price of
$14,900,000.50.
Pursuant to a Securities Purchase Agreement, dated as of November 6, 1998,
by and among the Issuer, EIS and Elan (the "Purchase Agreement"), on November 9,
1998, EIS acquired (i) 437,768 additional shares of Common Stock (the "Second
Shares") for an aggregate cash purchase price of $5,099,997.20 and (ii) zero
coupon convertible senior notes due 2008 of the Issuer with an 8.0% per annum
yield to maturity (the "Notes") at an issue price of $30,000,000 (the "Initial
Notes"). The issue price plus all accrued interest on the Initial Notes is
convertible into Common Stock of the Issuer at any time at the option of EIS at
a conversion price of $14.00 per share.
Pursuant to a Development, License and Supply Agreement, dated as of
November 6, 1998 (the "License Agreement"), by and between the Issuer and Elan,
on November 9, 1998, Elan acquired (i) 429,185 additional shares of Common Stock
(the "Third Shares") for an aggregate cash purchase price of $5,000,000 and (ii)
additional Notes of the Issuer (the "Second Notes") with an issue price of
$10,000,000, in each case, in lieu of certain cash license fees payable by the
Issuer to Elan pursuant to the License Agreement. The issue price plus all
accrued interest on the Second Notes is convertible into Common Stock at any
time at the option of Elan at a conversion price of $14.00 per share.
Pursuant to the Purchase Agreement, on July 14, 1999, EIS acquired
additional Notes of the Issuer (the "Third Notes") with an issue price of
$40,000,000. The issue price plus all accrued interest on the Third Notes is
convertible into Common Stock at any time at the option of EIS at a conversion
price of $14.00 per share. On March 1, 2000, 1999 $20,000,000 of the Third
Notes, plus all accrued interest, were converted into Common Stock.
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<PAGE>
On August 13, 1999, EIS, Elan and the Issuer executed an amendment to the
Purchase Agreement (the "Letter Agreement"). Among other things, the Letter
Agreement (i) removed certain limitations on the Company's use of proceeds from
the sale of any Additional Notes issued after August 13, 1999; (ii) revised the
formula used to calculate the conversion price of Notes issued after August 13,
1999; and (iii) extended the period during which the Issuer may request that EIS
purchase additional Notes to December 31, 2000.
Pursuant to the Purchase Agreement, as amended by the Letter Agreement, on
September 30, 1999 EIS acquired 52,472 shares of Common Stock at a purchase
price of $8.63 per share (the "Fourth Shares").
Pursuant to the Purchase Agreement, as amended by the Letter Agreement, on
August 31, 1999 EIS acquired additional Notes of the Issuer (the "Fourth Notes")
with an issue price of $20,000,000. The issue price plus all accrued interest on
the Fourth Notes is convertible into Common Stock at any time at the option of
EIS at a conversion price of $9.15 per share. On December 31, 1999, the Fourth
Notes, plus all accrued interest, were converted into Common Stock.
On August 20, 1999 Elan and the Issuer executed an Amendment to the License
Agreement (the "License Amendment"). The License Amendment adjusted the license
royalties payable by the Issuer to Elan upon the happening of certain events and
revised the Issuer's commitment to undertake certain clinical expenditures.
Pursuant to the Purchase Agreement, as amended by the Letter Agreement, on
November 22, 1999 EIS acquired a warrant to purchase 91,406 additional shares of
Common Stock (the "Warrant"). The Warrant is exercisable from August 4, 2000
through August 3, 2006 at an exercise price of $10.00 per share of Common Stock,
subject to customary anti-dilution adjustments.
Pursuant to the License Agreement, on December 10, 1999 Elan acquired
498,504 additional shares of Common Stock (the "Fifth Shares") in lieu of
certain cash license fees payable by the Issuer to Elan pursuant to the License
Agreement.
Pursuant to the License Agreement, on June 29, 2000 Elan acquired 367,183
additional shares of Common Stock (the "Sixth Shares" and, together with the
First Shares, the Second Shares, the Third Shares, the Fourth Shares, the Fifth
Shares, the Initial Notes, the First Notes, the Second Notes, the Third Notes,
the Fourth Notes and the Warrant, the "Securities") in lieu of certain cash
license fees payable by the Issuer to Elan pursuant to the License Agreement.
The First Shares, the Second Shares, the Fourth Shares, the Initial Notes,
the Third Notes, the Fourth Notes and the Warrant were purchased by EIS with
general corporate funds. None of such funds were borrowed.
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<PAGE>
Item 4. Purpose of Transaction.
Item 4 of the Schedule 13D is restated in its entirety as follows:
Elan acquired the Securities for the purpose of making an investment in the
Issuer and in connection with the execution of the License Agreement.
Each of the Initial Notes, the Second Notes and the Third Notes are
convertible into Common Stock at the option of EIS or Elan, as the case may be,
at a conversion price of $14.00 per share. The number of shares of Common Stock
into which the Initial Notes, the Second Notes and the Third Notes may be
converted is based upon the quotient obtained by dividing the issue price
thereof plus all accrued interest thereon to the conversion date by $14.00.
The Warrant is exercisable for 91,406 shares of Common Stock at an exercise
price of $10.00 per share, subject to customary anti-dilution adjustments.
The Issuer has granted to Elan and EIS certain registration rights for the
First Shares, the Second Shares, the Third Shares, the Fourth Shares, the Fifth
Shares and the Sixth Shares and the shares of Common Stock issuable upon
conversion of the Initial Notes, the Second Notes, the Third Notes, the Fourth
Notes and the Warrant.
Pursuant to and subject to the conditions set forth in the Purchase
Agreement, as amended by the Letter Agreement, at the Issuer's request, EIS
will, in its sole discretion, purchase additional Notes with an issue price of
up to $10,000,000 on or before December 31, 2000. Such Notes will be convertible
into Common Stock of the Issuer at the option of EIS at a conversion price equal
to the average of the closing prices of the Common Stock for the 20 consecutive
trading days immediately preceding the issue date of such Notes, plus a premium.
In addition, pursuant to the License Agreement, as amended by the License
Amendment, Elan may, at the option of the Issuer, acquire additional shares of
Common Stock in lieu of certain cash fees which may become payable by the Issuer
to Elan pursuant thereto upon the achievement of certain milestones.
Other than as set forth above, neither Elan nor EIS has any present plans
or intentions which would result in or relate to any of the transactions
described in subparagraphs (a) through (j) of Item 4 of Schedule 13D.
The foregoing descriptions of the Purchase Agreement, the License
Agreement, the Letter Agreement and the License Amendment do not purport to be
complete and are qualified in their entirety by reference to the full text
thereof. Copies of the Purchase Agreement and the License Agreement were filed
as Exhibits 1 and 2 to the Schedule 13D filed with the Commission on January 6,
1999. A copy of the License Amendment is filed as Exhibit 4 hereto. A copy of
the Letter Agreement was filed as Exhibit 3 to the Schedule 13D/A3 filed with
the Commission on September 10, 1999. The
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<PAGE>
Purchase Agreement, the License Agreement, the Letter Agreement and the License
Amendment are incorporated herein by reference.
Item 5. Interest in Securities of the Issuer.
Item 5 (a) of the Schedule 13D is restated in its entirety as follows:
(a) Elan is the beneficial owner of 12,031,809 shares of Common Stock, or
approximately 19.6% of the outstanding shares of Common Stock (based upon the
outstanding shares of Common Stock as of July 31, 2000 and the shares of Common
Stock issuable upon conversion of the Initial Notes, the Second Notes, the Third
Notes, the Fourth Notes and the Warrant). To the best knowledge of Elan, no
other person named in Item 2 above beneficially owns any shares of Common Stock.
Item 7. Items to be Filed as Exhibits.
Exhibit 1* Securities Purchase Agreement, dated as of November 6,
1998, by and among Elan Corporation, plc ("Elan"), Elan
International Services, Ltd. and the Issuer.
Exhibit 2* Development, License and Supply Agreement, dated as of
November 9, 1998, by and between Elan and the Issuer.
Exhibit 3* Letter Agreement, dated as of August 13, 1999, between
Elan, EIS and the Issuer.
Exhibit 4** Amendment to Development, License and Supply Agreement,
dated as of August 20, 1999, between Elan and the Issuer.
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* Previously filed.
** Certain confidential portions of this Exhibit were omitted by means of
marking such portions with an asterisk (the "Mark"). This Exhibit has been
filed separately with the Secretary of the Commission without the Mark
pursuant to Elan's Request for Confidential Treatment under Rule 24b-2 of
the Securities Exchange Act of 1934.
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<PAGE>
Signature
The undersigned certifies that, after reasonable inquiry and to the best of
its knowledge and belief, the information set forth in this statement is true,
complete and correct.
September 11, 2000
ELAN CORPORATION, PLC
By: /s/ William F. Daniel
Name: William F. Daniel
Title: Group Vice President, Finance
and Group Controller
<PAGE>
Exhibit Index
Exhibit No. Exhibit
1* Securities Purchase Agreement, dated as of November 6, 1998, by and among
Elan Corporation, plc, Elan International Services, Ltd. and Ligand
Pharmaceuticals Incorporated.
2* Development, License and Supply Agreement, dated as of November 9, 1998, by
and between Elan Corporation, plc and Ligand Pharmaceuticals Incorporated.
3* Letter Agreement, dated as of August 13, 1999, between Elan Corporation,
plc, Elan International Services, Ltd. and Ligand Pharmaceuticals
Incorporated
4* Amendment to Development, License and Supply Agreement, dated as of August
20, 1999, between Elan and the Issuer.
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* Previously filed.
** Certain confidential portions of this Exhibit were omitted by means of
marking such portions with an asterisk (the "Mark"). This Exhibit has been
filed separately with the Secretary of the Commission without the Mark
pursuant to Elan's Request for Confidential Treatment under Rule 24b-2 of
the Securities Exchange Act of 1934.
