SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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): November 8, 2005
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 5.03 AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS;
CHANGE IN FISCAL YEAR
(a) Bylaws Amendment
On November 8, 2005, the Board of Directors of Ligand Pharmaceuticals
Incorporated (the "Company") approved an amendment to the Bylaws of the Company
clarifying the Company's advance notice requirement for a stockholder who wishes
to bring business before an annual meeting of stockholders. The amended bylaw
provides that, in the event the annual meeting date has been changed by more
than 30 days from the date contemplated in the previous year's proxy statement,
stockholder proposals for the annual meeting must be received no later than 20
days after the earlier of the date on which (i) notice of the date of the annual
meeting was mailed to stockholders or (ii) public disclosure of the date of the
meeting was made to stockholders. Previously the bylaws stated that the time for
receipt of such proposals was "a reasonable time before the solicitation is
made." The foregoing description of the amendments to the Bylaws of the Company
does not purport to be complete and is qualified in its entirety by reference to
the Amendment to the Bylaws, attached to this report as Exhibit 3.1 and
incorporated in this Item 5.03 by this reference.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits
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3.1 Amendment to the Bylaws of Ligand Pharmaceuticals
Incorporated, November 8, 2005
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: November 14, 2005 By: /s/ Warner R. Broaddus
Name: Warner R. Broaddus
Title: Vice President, General Counsel &
Secretary