As filed with the Securities and Exchange Commission on June 28, 2002
Registration Nos. 333-66256
333-43252
333-79447
333-69919
333-32297
333-12913
and 33-92436
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENTS
under
The Securities Act of 1933
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LIGAND PHARMACEUTICALS INCORPORATED
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation or organization)
77-0160744
(IRS Employer Identification No.)
10275 Science Center Drive
San Diego, California 92121
(Address of principal executive offices) (Zip Code)
----------
2002 Stock Incentive Plan
2002 Employee Stock Purchase Plan
(Full title of the Plans)
------------
David E. Robinson
President And Chief Executive Officer
Ligand Pharmaceuticals Incorporated
10275 Science Center Drive, San Diego, California 92121
(Name and address of agent for service)
(858) 550-7500
(Telephone number, including area code, of agent for service)
-----------
This Post-Effective Amendment No. 1 to the Registration Statements shall
hereafter become effective in accordance with the provisions of Section 8(c) of
the Securities Act of 1933, as amended.
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RE-ALLOCATION
Between May 1995 and July 2001, Ligand Pharmaceuticals Incorporated
(the "Registrant") registered in excess of 6,075,529 shares of Common Stock for
issuance under the Registrant's 1992 Stock Option/Stock Issuance Plan (the "1992
Plan") on the following Form S-8 Registration Statements that were filed with
the Securities Exchange Commission, Registration Numbers 333-66256, 333-43252,
333-79447, 333-69919, 333-32297, 333-12913 and 33-92436. On May 16, 2002,
6,075,529 of those shares were transferred from the 1992 Plan to the
Registrant's 2002 Stock Incentive Plan (the "2002 Plan"), which is the successor
plan to the 1992 Plan. Therefore, Registrant is hereby re-allocating 6,075,529
of the previously registered shares under the 1992 Plan to the 2002 Plan, with
such re-allocation to be effective immediately upon the filing of this
Post-Effective Amendment. Registrant will re-register those 6,075,529 shares
under the 2002 Plan on a new Form S-8 Registration Statement. As of May 16,
2002, no further option grants or stock issuances will be made under the 1992
Plan.
In July 2001, the Registrant registered 60,000 shares of Common Stock
for issuance under the Registrant's 1992 Employee Stock Purchase Plan (the "1992
ESPP") on a Form S-8 Registration Statement that was filed with the Securities
and Exchange Commission, Registration Number 333-66256. On July 1, 2002, 48,000
of those shares will be transferred from the 1992 ESPP to the Registrant's 2002
Employee Stock Purchase Plan (the "2002 ESPP"), which is the successor plan to
the 1992 ESPP. Therefore, Registrant is hereby re-allocating 48,000 of the
previously registered shares under the 1992 ESPP to the 2002 ESPP, with such
re-allocation to be effective on July 1, 2002. Registrant will re-register those
48,000 shares under the 2002 ESPP on a new Form S-8 Registration Statement. As
of July 1, 2002, no further stock issuances will be made under the 1992 ESPP.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended, the Registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing this Post-Effective Amendment No. 1
to the Form S-8 Registration Statements listed above to the 1992 Plan and the
1992 ESPP, and has duly caused this Post-Effective Amendment No. 1 to the
Registration Statements to be signed on its behalf by the undersigned, thereunto
duly authorized, in City of San Diego, State of California, on June 28, 2002.
LIGAND PHARMACEUTICALS INCORPORATED
By:/S/David E. Robinson
-------------------------------------
David E. Robinson
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, as
amended, this Post-Effective Amendment No. 1 to the Registration Statement has
been signed below by the following persons in the capacities and on the dates
indicated.
Signature Title Date
/S/David E. Robinson President, Chief Executive Officer and Director June 28, 2002
_____________________________ (Principal Executive Officer)
David E. Robinson
/S/Paul V. Maier Senior Vice President and Chief Financial Officer June 28, 2002
_____________________________ (Principal Financial and Accounting Officer)
Paul V. Maier
/S/Henry F. Blissenbach Director June 28, 2002
_____________________________
Henry F. Blissenbach
/S/Alexander D. Cross Director June 28, 2002
_____________________________
Alexander D. Cross
/S/Michael A. Rocca Director June 28, 2002
_____________________________
Michael A. Rocca
/S/John Groom Director June 28, 2002
_____________________________
John Groom
/S/Irving S. Johnson Director June 28, 2002
_____________________________
Irving S. Johnson
/S/Carl C. Peck Director June 28, 2002
_____________________________
Carl C. Peck