SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): January 11, 2007
LIGAND PHARMACEUTICALS INCORPORATED
(Exact name of registrant as specified in its charter)
DELAWARE
(State or other jurisdiction of incorporation)
000-20720
(Commission File Number)
10275 Science Center Drive,
San Diego, California
(Address of principal executive offices)
(858) 550-7500
(Registrant's telephone number, including area code)
77-0160744
(I.R.S. Employer Identification No.)
92121-1117
(Zip Code)
ITEM 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF PRINCIPAL OFFICERS.
On January 15, 2007 Ligand Pharmaceuticals Incorporated announced the
appointment of John L. Higgins, 38, as President, Chief Executive Officer and
director. Mr. Higgins succeeds Henry F. Blissenbach who has served as Chairman
and Interim CEO since August 2006. Mr. Blissenbach will continue as Chairman of
the Company's Board of Directors.
Mr. Higgins was most recently Chief Financial Officer, Executive Vice
President, Finance, Administration and Corporate Development of Connectics
Corporation, a public specialty pharmaceutical company, until its acquisition by
Stiefel Laboratories, Inc. in December 2006. In those capacities, in which he
had served since January 2002, he was responsible for, e.g., corporate
development, finance, investor relations, strategic planning and general
administration. He served as Executive Vice President, Finance and
Administration, from January 2000 to December 2001, and as Vice President,
Finance and Administration from September 1997 through December 1999. Mr.
Higgins earned an A.B. in Economics from Colgate University and is a Director of
Biocryst Pharmaceuticals, Inc., a public biotech company, where he serves as a
member of the Compensation Committee and Chairman of the Audit Committee.
Mr. Higgins was not selected as an officer or director pursuant to any
arrangement or understanding between him and any other persons.
The terms of Mr. Higgins' appointment are governed by a letter
agreement between him and the Company, dated as of January 10, 2007 and executed
on January 11, 2007. The principal terms of the letter agreement include:
o base salary of $400,000 per year
o performance bonus opportunity with a target of 50% of salary,
up to a maximum of 75%
o restricted stock grant of 150,000 shares, vesting over 2
years
o eligibility for future discretionary, performance-based stock
or option grants
o lump-sum relocation benefit of $100,000
o ordinary severance (i.e. involuntary termination for cause or
voluntary termination with good cause, without a change of
control ) of 18 months' salary, continuation of health
benefits, and acceleration of stock and option vesting
o change of control severance of 2 years salary, plus average
annual bonus, continuation of health benefits, and
acceleration of stock and option vesting
The letter agreement is attached hereto as Exhibit 10.1 and is incorporated
herein by reference.
A copy of the press release dated January 15, 2007 announcing
Mr. Higgins' appointment is attached hereto as Exhibit 99.1 and is incorporated
herein by reference.
Item 9.01 Financial Statements And Exhibits
(d) Exhibits
EXHIBIT NUMBER DESCRIPTION
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10.1 Letter Agreement by and between the Company and John L.
Higgins dated as of January 10, 2007
99.1 Press Release of the Company dated January 15, 2007
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has caused this report to be signed on its behalf by the
undersigned.
LIGAND PHARMACEUTICALS INCORPORATED
Date : January 16, 2007 By: /s/ Warner R. Broaddus
Name: Warner R. Broaddus
Title: Vice President, General Counsel
& Secretary