8-K

UNITED STATES

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) December 18, 2007

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)	(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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

As previously reported, on July 20, 2007, Inspire Pharmaceuticals, Inc. sold 140,186 shares of its Series A Exchangeable Preferred Stock (the “Exchangeable Preferred Stock”) to Warburg Pincus Private Equity IX, L.P. (“Warburg”). In relation to such sale, effective as of July 19, 2007, Inspire filed with the Secretary of State of the State of Delaware a Certificate of Designation, Number, Voting Powers, Preferences and Rights of Series A Exchangeable Preferred Stock of Inspire Pharmaceuticals, Inc. On October 31, 2007, the outstanding Exchangeable Preferred Stock was exchanged for 14,018,600 shares of Inspire’s common stock in accordance with the terms of the Exchangeable Preferred Stock. As a result of the exchange, there are no longer any issued and outstanding shares of Exchangeable Preferred Stock. On December 18, 2007, Inspire filed with the Delaware Secretary of State a Certificate of Retirement of Series A Exchangeable Preferred Stock to retire the 140,186 shares of Exchangeable Preferred Stock that were issued to Warburg, to designate the 109,814 shares of Exchangeable Preferred Stock that were never issued as authorized but unissued shares of Inspire’s preferred stock, and to eliminate from its Amended and Restated Certificate of Incorporation, as further amended, all references to the Exchangeable Preferred Stock.

Effective as of the filing of the Certificate of Retirement of Series A Exchangeable Preferred Stock, Inspire’s Amended and Restated Certificate of Incorporation was amended to provide that the total number of shares of preferred stock, par value $0.001 per share, which Inspire is authorized to issue is 1,859,814 shares. Of such 1,859,814 shares of preferred stock, 100,000 are designated as “Series H Preferred Stock”, par value $0.001 per share.

Item 9.01 Financial Statements and Exhibits.

Exhibits No.	Description
3.1	Certificate of Retirement of Series A Exchangeable Preferred Stock of Inspire Pharmaceuticals, Inc.

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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/ Christy L. Shaffer
	Christy L. Shaffer, Ph.D.,
	President and Chief Executive Officer

Dated: December 21, 2007

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EXHIBIT INDEX

No.	Description
3.1	Certificate of Retirement of Series A Exchangeable Preferred Stock of Inspire Pharmaceuticals, Inc.

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EX-3.1

Exhibit 3.1

CERTIFICATE OF RETIREMENT

OF

SERIES A EXCHANGEABLE PREFERRED STOCK

OF

INSPIRE PHARMACEUTICALS, INC.

(Pursuant to Sections 151 and 243 of the Delaware General Corporation Law)

Inspire Pharmaceuticals, Inc., a corporation organized and existing under the General Corporation Law of the State of Delaware (the “Corporation”):

DOES HEREBY CERTIFY:

FIRST: That the Amended and Restated Certificate of Incorporation of the Corporation, as amended by the Certificate of Designations, Number, Voting Powers, Preferences and Rights of the Series A Exchangeable Preferred Stock (the “Certificate of Incorporation”), authorizes the issuance of 250,000 shares of Series A Exchangeable Preferred Stock, par value $0.001 per share (the “Series A Exchangeable Preferred Stock”). On October 30, 2007, 140,186 shares of Series A Exchangeable Preferred Stock were outstanding.

SECOND: On October 31, 2007, all 140,186 outstanding shares of Series A Exchangeable Preferred Stock were exchanged for 14,018,600 shares of the common stock, par value $0.001 per share, of the Corporation pursuant to and in accordance with the provisions of the Certificate of Incorporation and, as a result thereof, none of the authorized shares of the Series A Exchangeable Stock are outstanding.

THIRD: The Certificate of Incorporation prohibits the reissuance of the issued shares of Series A Exchangeable Preferred Stock as part of the same series of preferred stock. Furthermore, no authorized but unissued shares of the Series A Exchangeable Preferred Stock will be issued subject to the Certificate of Designations, Number, Voting Powers, Preferences and Rights of the Series A Exchangeable Preferred Stock previously filed with respect to such shares.

FOURTH: By a Unanimous Written Consent, dated November 28, 2007, the Board of Directors of the Corporation resolved that the 140,186 shares of Series A Exchangeable Preferred Stock that were previously issued but are no longer outstanding, be retired as shares of Series A Exchangeable Preferred Stock of the Corporation and that the remaining unissued shares of Series A Exchangeable Preferred Stock resume the status of authorized but unissued shares of the preferred stock of the Corporation.

FIFTH: Pursuant to the provisions of Section 243 of the Delaware General Corporation Law, upon the effective date of this Certificate of Retirement, the Certificate of Incorporation shall be amended to (i) retire the 140,186 shares of Series A Exchangeable Preferred Stock that were previously issued, (ii) designate the 109,814 shares of unissued Series A Exchangeable Preferred Stock as authorized but unissued shares of the preferred stock of the Corporation, and (iii) eliminate therefrom all references to the Series A Exchangeable Preferred Stock.

SIXTH: Upon the effective date of this Certificate of Retirement, as a result of the retirement of 140,186 shares of Series A Exchangeable Preferred Stock, the total number of shares of preferred stock, par value $0.001 per share, which the Corporation is authorized to issue is 1,859,814 shares. Of such 1,859,814 shares of preferred stock that the Corporation has

authority to issue, 100,000 are designated and known as “Series H Preferred Stock”, par value $0.001 per share.

IN WITNESS WHEREOF, Inspire Pharmaceuticals, Inc. has caused this Certificate of Retirement to be signed by its duly authorized officer, as of the 18th day of December, 2007.

INSPIRE PHARMACEUTICALS, INC.
By:	/s/ Joseph M. Spagnardi
Name:	Joseph M. Spagnardi
Title:	Senior Vice President, General Counsel and Secretary

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