UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q/A

(Amendment No. 1)

(Mark One)

ý QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended SEPTEMBER 30, 2002

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for

the transition period from to ..

Commission file number 000-31253

PHARSIGHT CORPORATION

(Exact name of registrant as specified in its charter)

Delaware		77-0401273
(State of Incorporation)		(I.R.S. Employer Identification Number)

800 WEST EL CAMINO REAL, MOUNTAIN VIEW, CA 94040

(Address of principal executive offices, including zip code)

(650) 314-3800

(Registrant’s telephone number, including area code)

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes ý No o

Indicate by check mark whether the Registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).

Yes o No ý

As of October 31, 2002, there were 18,836,804 outstanding shares of the Registrant’s common stock, $.001 par value.

EXPLANATORY NOTE

We are filing this amendment to our Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2002, originally filed with the Securities and Exchange Commission on November 14, 2002, to include additional information under Item 4 of Part II. This Form 10-Q/A makes no other changes to the original Form 10-Q.

PART II OTHER INFORMATION

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

The Company’s Annual Meeting of Stockholders was held on September 6, 2002. Proxies for the meeting were solicited pursuant to Regulation 14A. At the meeting, the Company’s stockholders voted on the following four proposals:

(1) Proposal to elect three (3) directors to hold office until the 2005 Annual Meeting of Stockholders:

Director	FOR	AGAINST	ABSTAINING	NON-VOTE
Robert B. Chess	16,423,723	0	595,111	N/A
Dean O. Morton	16,980,015	0	38,819	N/A
W. Ferrell Sanders	16,980,215	0	38,619	N/A

(2) Proposal to approve the Company’s 2000 Equity Incentive Plan, as amended, to approve the issuance under such plan of an additional 2,000,000 shares of Common Stock approved by the Board of Directors but not previously approved by the stockholders:

FOR		14,142,234
AGAINST		456,039
ABSTAIN		7,200
NON-VOTE		2,413,361

(3) Proposal to approve the issuance of shares of Series A Convertible Preferred Stock (and Series B Convertible Preferred Stock as dividends on Series A Convertible Preferred Stock) and warrants to purchase Common Stock.

FOR		11,218,216
AGAINST		24,966
ABSTAIN		314,611
NON-VOTE		2,413,361

(4) Proposal to ratify the selection of Ernst & Young LLP as independent auditors of the Company for the fiscal year ending March 31, 2003.

FOR		17,012,174
AGAINST		6,060
ABSTAIN		600
NON-VOTE		N/A

SIGNATURES

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, thereunto duly authorized.

PHARSIGHT CORPORATION

April 4, 2003	By:	/s/ Charles K. Faas
		Charles K. Faas
		Chief Financial Officer
		(Duly Authorized Officer and Principal Financial Officer)

CERTIFICATION

I, Shawn O’Connor, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Pharsight Corporation;

2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;

3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

(a) designated such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;

(b) evaluated the effectiveness of the registrant’s disclosure controls and procedures as of the date within 90 days prior to the filing date of this quarterly report (the “Evaluation Date”); and

(c) presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent function):

(a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant’s ability to record, process, summarize and report financial data and have identified for the registrant’s auditors any material weakness in internal controls; and

(b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls; and

6. The registrant’s other certifying officer and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weakness.

Date: April 4, 2003
	/s/ Shawn O'Connor
	Shawn O’Connor
	President and Chief Executive Officer
	(Principal Executive Officer)

CERTIFICATION

I, Charles K. Faas, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Pharsight Corporation;

4. The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

(c) presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

5. The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent function):

(b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls; and

6. The registrant’s other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weakness.

Date: April 4, 2003
	/s/ Charles K. Faas
	Charles K. Faas
	Chief Financial Officer
	(Principal Financial Officer)