8-K

UNITED STATE

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) November 16, 2004

INSPIRE PHARMACEUTICALS, INC.

(Exact Name of Registrant as Specified in its charter)

Delaware	000-31135	04-3209022
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS 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.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01 Other Events.

On November 16, 2004, Inspire Pharmaceuticals, Inc. (the “Company”) completed the offering of 2,530,000 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 $42.3 million. The offering of the Shares was made pursuant to a prospectus supplement dated November 10, 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 offering.

Item 9.01 Financial Statements and Exhibits.

(c) Exhibits

No.	Description
5.1	Opinion of Reed Smith LLP, dated November 16, 2004
23.1	Consent of Reed Smith LLP (contained in the opinion filed as Exhibit 5.1)
99.1	Press Release dated November 16, 2004

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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/ Thomas R. Staab, II
	Thomas R. Staab, II
	Chief Financial Officer

Dated: November 16, 2004

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EXHIBIT INDEX

No.	Description
5.1	Opinion of Reed Smith LLP, dated November 16, 2004
23.1	Consent of Reed Smith LLP (contained in the opinion filed as Exhibit 5.1)
99.1	Press Release dated November 16, 2004

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EX-5.1

Exhibit 5.1

ReedSmith LLP
	Reed Smith LLP
	Princeton Forrestal Village
	136 Main Street – Suite 250
	Princeton, NJ 08540-7839
	609.987.0050
	Fax 609.951.0824

November 16, 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. (the “Company”), a Delaware corporation; and (ii) the Company’s prospectus supplement dated November 10, 2004 to the prospectus dated July 7, 2004 (the “Prospectus Supplement”) and filed with the Securities and Exchange Commission (the “Commission”) on November 12, 2004, relating to the offering of 2,530,000 shares of the Company’s common stock, $.001 par value per share (the “Shares”). The Shares will be offered by Deutsche Bank Securities, Inc. (the “Underwriter”) pursuant to that certain Underwriting Agreement (the “Underwriting Agreement”) dated November 10, 2004 between the Company and the Underwriter.

We have examined the Registration Statement, 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 opinion set forth herein.

In our examination of such 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, the Prospectus Supplement and the Underwriting Agreement, and in the documents incorporated therein by reference or delivered in relation thereto, 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
November 16, 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 of 1933, as amended (the “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 Act or the rules and regulations of the Commission.

Respectfully submitted,

/s/ Reed Smith LLP

REED SMITH LLP

EPB/RGD//ETS

EX-99.1

Exhibit 99.1

For Immediate Release

Contacts:
Inspire Pharmaceuticals, Inc.	EURO RSCG Life NRP
Jenny Kobin	Mark Vincent (212) 845-4239
Senior Director, Investor Relations
(919) 941-9777, Extension 219

INSPIRE ANNOUNCES CLOSING OF COMMON STOCK OFFERING

DURHAM, NC – November 16, 2004 – Inspire Pharmaceuticals, Inc. (NASDAQ: ISPH) announced today the closing of the previously announced public offering of 2,530,000 shares of its common stock, which included 330,000 shares sold upon exercise by the underwriter, Deutsche Bank Securities Inc., of its over-allotment option in full. The shares were sold at a price to the public of $17.10 per share. Net proceeds to Inspire from the closing were approximately $42.3 million.

A prospectus supplement and accompanying prospectus relating to the offering may be obtained by sending a request to Deutsche Bank Securities via facsimile at (212) 468-5333.

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 for diseases with significant 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 receptors which are important drug targets in various therapeutic areas, including ophthalmology, respiratory disease, cardiovascular disease and pain. Inspire’s specialty sales force promotes Elestat^™ and Restasis^®, ophthalmology products developed by Inspire’s partner, Allergan, 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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4222 Emperor Boulevard, Suite 200  •  Durham, North Carolina 27703

Telephone 919.941.9777  •  Fax 919.941.9797