8-K

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) July 30, 2003

INSPIRE PHARMACEUTICALS, INC.

(Exact Name of Registrant as Specified in Charter)

Delaware	000-31135	04-3209022
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

4222 Emperor Boulevard, Suite 200, Durham, North Carolina	27703-8466
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code (919) 941-9777

(Former Name or Former Address, If Changed Since Last Report)

Item 5. Other Events.

On July 30, 2004, Inspire Pharmaceuticals, Inc. (the “Company”) completed the offering of 6,900,000 shares (the “Shares”) of common stock, par value $.001 per share, resulting in net proceeds to the Company, after deducting the underwriting discounts and commissions and estimated offering expenses, of approximately $77 million. The offering of the Shares was made pursuant to a prospectus supplement dated July 27, 2004 together with the prospectus dated July 7, 2004 (collectively, the “Prospectus”) under the Company’s shelf registration statement on Form S-3 (File No. 333-114517) filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Registration Statement”).

In order to furnish an updated exhibit for incorporation by reference into the Registration Statement, the Company is filing herewith an opinion received from its counsel regarding the validity of the Shares sold pursuant to the Prospectus. Also attached hereto and made a part hereof is a press release regarding the closing of the transaction.

Item 7. Financial Statements and Exhibits.

(C) Exhibits.

Exhibit No.	Description of Exhibit
5.1	Opinion of Reed Smith LLP
99.1	Press Release dated July 30, 2004

* * * * *

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Inspire Pharmaceuticals, Inc.
By:	/s/ Gregory J. Mossinghoff
	Gregory J. Mossinghoff
	President

Dated: July 30, 2004

EX-5.1

Exhibit 5.1

Reed Smith LLP

Princeton Forrestal Village

136 Main Street – Suite 250

Princeton, NJ 08540-7839

609.987.0050

Fax 609.951.0824

July 30, 2004

Inspire Pharmaceuticals, Inc.

4222 Emperor Boulevard

Suite 200

Durham, N.C. 27703-8466

Ladies and Gentlemen:

This opinion is furnished to you in connection with (i) the Registration Statement on Form S-3 (No. 333-114517) (the “Registration Statement”) of Inspire Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and (ii) the Company’s prospectus supplement in the form filed with the Securities and Exchange Commission on July 28, 2004 to the prospectus dated July 7, 2004 (the “Prospectus Supplement”) relating to the offering of 6,900,000 shares of the Company’s common stock, $.001 par value per share (the “Shares”). The Shares will be offered by Morgan Stanley & Co. Incorporated and the several underwriters named in that certain Underwriting Agreement (the “Underwriting Agreement”) dated July 26, 2004 between the Company and such underwriters.

We have examined the Registration Statement, including the exhibits thereto, the Prospectus Supplement and such other documents, corporate records and instruments, and have examined such laws and regulations, as we have deemed necessary for purposes of rendering the opinions set forth herein.

In our examination of such legal documents, we have assumed the genuineness of all signatures, the legal capacity of all signatories who are natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as copies and the authenticity of the originals of such latter documents. Insofar as this opinion relates to factual matters, we have assumed with your permission and without independent investigation that the statements of the Company contained in the Registration Statement and the Prospectus Supplement, and in the documents incorporated therein by reference, are true and correct as to all factual matters stated therein.

We are opining herein solely with respect to the federal laws of the United States and the Delaware General Corporation Law.

	Princeton Forrestal Village	Delaware
	136 Main Street - Suite 250	New Jersey
	Princeton, NJ 08540-7839	New York
	609.987.0050	Pennsylvania
Steven J. Picco	Fax 609.951.0824	Virginia
Office Administrative Partner		Washington, DC
Formed in the Commonwealth of Pennsylvania	r e e d s m i t h . c o m

Inspire Pharmaceuticals, Inc.	Reed Smith LLP
July 30, 2004
Page 2

Based upon the foregoing, we are of the opinion that the Shares, when issued, delivered and sold in accordance with the Prospectus Supplement and the Underwriting Agreement, will be legally issued, fully paid and nonassessable.

Please note that we are opining only as to the matters expressly set forth herein, and no opinion should be inferred as to any other matters. The opinions set forth herein are based upon currently existing statutes, rules, regulations and judicial decisions, and we disclaim any obligation to advise you of any change in any of these sources of law or subsequent legal or factual developments that might affect any matters or opinions set forth herein.

We hereby consent to the filing of this opinion with the Commission as an exhibit to the Registration Statement in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act and to the use of this firm’s name therein and in the Prospectus Supplement under the caption “Legal Matters.” In giving such consent, we do not hereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Securities and Exchange Commission.

Respectfully submitted,

/s/ Reed Smith LLP

REED SMITH LLP

EX-99.1

Exhibit 99.1

DRAFT

Contacts:

Inspire Pharmaceuticals, Inc.	EURO RSCP Life NRP
Mary Bennett	Emily Poe (212) 845-4266
Senior Vice President, Operations and Communications
(919) 941-9777 Extension 245

INSPIRE ANNOUNCES CLOSING OF COMMON STOCK OFFERING

DURHAM, NC – July 30, 2004 – Inspire Pharmaceuticals, Inc. (NASDAQ: ISPH) today announced the closing of its follow-on common stock offering of 6,900,000 shares of common stock, including 900,000 shares sold upon the underwriters’ exercise of their over-allotment option in full. The shares were sold by Inspire at a price of $12.00 per share.

Morgan Stanley acted as sole book-running manager of the offering. Deutsche Back Securities acted as co-lead manager and SG Cowen & Co., LLC and Piper Jaffray & Co. acted as co-managers.

Copies of the final prospectuses relating to the offering may be obtained by contacting Morgan Stanley’s prospectus department at 1585 Broadway, New York, NY 10036-8200.

This press release 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.

About Inspire

Inspire is a biopharmaceutical company dedicated to discovering, developing and commercializing novel prescription products in disease areas with significant commercial markets and unmet medical needs. Inspire has significant technical and scientific expertise in the therapy areas of ophthalmology and respiratory and is a leader in the field of P2 receptor technology with a current focus on P2Y₂ and P2Y₁₂ receptors that show therapeutic promise. Inspire’s specialty sales force promotes Elestat^™ and Restasis^®, ophthalmology products developed by Inspire’s partner, Allergan, Inc. In addition to its partnership with Allergan, Inspire has development and commercialization alliances with Santen Pharmaceutical Co., Ltd. and Kirin Brewery Co., Ltd., and has a collaboration with Cystic Fibrosis Foundation Therapeutics, Inc.

Forward-Looking Statements

The forward-looking statements in this news release relating to management’s expectations and beliefs are based on preliminary information and management assumptions. Such forward-looking statements are subject to a wide range of risks and

uncertainties that could cause results to differ in material respects, including those relating to product development, revenue and earnings expectations, intellectual property rights and litigation, competitive products, results of clinical trials, the need for additional research and testing, delays in manufacturing, funding and the timing and content of decisions made by regulatory authorities, including the United States Food and Drug Administration. Further information regarding factors that could affect Inspire’s results is included in Inspire’s filings with the Securities and Exchange Commission. Inspire undertakes no obligation to publicly release the results of any revisions to these forward-looking statements that may be made to reflect events or circumstances after the date hereof.

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Editor’s Note: This release is also available at:

http://www.nrp-euro.com