To: Andrew H who wrote (11557 ) 11/21/1997 7:42:00 AM From: celeryroot.com Read Replies (2) | Respond to of 32384
I am somewhat puzzled as to what Ligand told you: " THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a), MAY DETERMINE. ================================================================================ INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE. SUBJECT TO COMPLETION, DATED NOVEMBER 17, 1997 " This Prospectus relates to the public offering, which is not being underwritten, of up to 3,107,596 shares of Common Stock, par value $.001 per share (the "Shares"), of Ligand Pharmaceuticals Incorporated ("Ligand" or the "Company"), with an aggregate value of $46,410,000. All of these Shares will be issued to the stockholders of Allergan Ligand Retinoid Therapeutics, Inc. ("ALRT") who will receive such Shares in connection with the exercise by Ligand of its option (the "Stock Purchase Option") to acquire all of the outstanding shares of ALRT Callable Common Stock, $0.001 par value per share ("the "Callable Common Stock"). The number of Shares to be delivered in payment of a portion of the Stock Purchase Option Exercise Price (as defined herein) is determined by dividing $46,410,000 by the average of the closing price of a Share on the Nasdaq National Market for the 20 trading days immediately preceding the day prior to the closing of the exercise of the Stock Purchase Option." This is from the latest filing, as of Nov 19th, unless one has been filed within the last 2 hours. Notice the words "delay" and "subject to completion" and "up to 3,107,596" . Ligand has not filed the final S1. This may very well be intentional on their part, as they meybe trying to put another deal together to put some shares in the hands of another party who is willing to pay a premium and will have a lock out period. This would be very good as it would pay of ALri in cash and hopefully squeeze the short sellers.