-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Jmw1rTQCVizNwFK6EeD2MHNz2KycvkMydirZ8Bp5v5S8Cxl60wMxeJi08kDgaRv9 O5X2IYcJ1IsVOYe8fMmr6Q== 0001193125-07-044692.txt : 20070302 0001193125-07-044692.hdr.sgml : 20070302 20070301205653 ACCESSION NUMBER: 0001193125-07-044692 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20070301 ITEM INFORMATION: Unregistered Sales of Equity Securities FILED AS OF DATE: 20070302 DATE AS OF CHANGE: 20070301 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PHARSIGHT CORP CENTRAL INDEX KEY: 0001040853 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 770401273 STATE OF INCORPORATION: CA FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-31253 FILM NUMBER: 07665418 BUSINESS ADDRESS: STREET 1: 321 E. EVELYN AVENUE STREET 2: 3RD FLOOR CITY: MOUNTAIN VIEW STATE: CA ZIP: 94041 BUSINESS PHONE: 6503143800 MAIL ADDRESS: STREET 1: 321 E. EVELYN AVENUE STREET 2: 3RD FLOOR CITY: MOUNTAIN VIEW STATE: CA ZIP: 94041 8-K 1 d8k.htm FORM 8-K Form 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): March 1, 2007

 

PHARSIGHT CORPORATION

(Exact name of registrant as specified in its charter)

 

 

Delaware   000-31253   77-0401273

(State or other jurisdiction

of incorporation)

   (Commission File Number)  

(IRS Employer

Identification Number)

321 E. Evelyn Ave. 3rd Floor

Mountain View, CA 94041

(Address and zip code of principal executive offices)

(650) 314-3800

(Registrant’s telephone number, including area code)

 

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 3.02 Unregistered Sales of Equity Securities.

On March 1, 2007, we issued as a dividend an aggregate of 18,142 unregistered shares of our Series B redeemable convertible preferred stock to four of our Series A redeemable convertible preferred stockholders.

The holders of our Series A redeemable convertible preferred stock are entitled to receive an annual dividend at the rate of 8% of the original issue price of $4.008 on each outstanding share of Series A redeemable convertible preferred stock, which is payable quarterly in cash or shares of Series B redeemable convertible preferred stock at the election of the holder.

We believe this transaction was exempt from the registration requirements of the Securities Act of 1933, as amended, in reliance on Section 4(2) thereof or Regulation D promulgated thereunder, as a transaction by an issuer not involving a public offering.

Each share of Series B redeemable convertible preferred stock is convertible into four shares of our common stock at the election of the holder or upon the occurrence of certain other events described in our certificate of designations of Series A and Series B convertible preferred stock.

 

-2-

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 hereunto duly authorized.

 

PHARSIGHT CORPORATION
By:  

/s/ William Frederick

  William Frederick
  Senior Vice President and Chief Financial Officer

Date: March 1, 2007

 

-3-

-----END PRIVACY-ENHANCED MESSAGE-----