8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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)

June 26, 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 No.)

321 E. Evelyn Avenue, 3^rd Floor

Mountain View, California 94041-1530

(Address of principal executive offices, including zip code)

(650) 314-3800

(Registrant’s telephone number, including area code)

(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 3.02 Unregistered Sales of Equity Securities

On June 27, 2007, all of the holders of Series A convertible preferred stock (the “Series A Preferred Stock”) and Series B convertible preferred stock (the “Series B Preferred Stock,” and, collectively with the Series A Preferred Stock, the “Preferred Stock”) of Pharsight Corporation (the “Company”) notified the Company of their election to convert all of their shares of Preferred Stock into shares of the Company’s common stock (the “Common Stock”) pursuant to the Company’s Certificate of Designations of Series A and Series B Convertible Preferred Stock (the “Certificate of Designations”).

As of June 27, 2007, there were 1,814, 662 shares of Series A Preferred Stock outstanding and 199,559 shares of Series B Preferred Stock outstanding. Each share of Preferred Stock is convertible into four shares of Common Stock. Upon conversion, the aggregate 2,014,221 shares of Preferred Stock will convert into an aggregate of 8,056,884 shares of Common Stock.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On June 26, 2007, the board of directors appointed John Schickling as a director, effective as of June 26, 2007. The board of directors has not yet determined on which committees, if any, Mr. Schickling will serve.

Mr. Schickling will participate in the non-employee director compensation arrangements described in the Company’s 2006 proxy statement. Under the terms of those arrangements, Mr. Schickling will receive, among other things, annual compensation of $12,000, a cash payment of $2,000 for each board meeting attended, and an initial option to purchase 100,000 shares of the Company’s common stock, which vests monthly over a two-year period. In addition, it is expected that Mr. Schickling will execute the Company’s standard form of indemnification agreement.

The Company’s press release announcing Mr. Schickling’s appointment is attached hereto as Exhibit 99.1.

In addition, on June 26, 2007, Philippe Chambon, a member of the board of directors of Pharsight Corporation (the “Company”), notified the Company that he will not stand for re-election to the board of directors at the Company’s 2007 annual meeting of stockholders, scheduled to be held August 8, 2007. Dr. Chambon is expected to remain on the board of directors until the Company’s 2007 annual meeting.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

The following exhibits are filed herewith:

Exhibit No.	Description
99.1	Press Release dated June 29, 2007.

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: June 29, 2007

EX-99.1

Exhibit 99.1

Contacts:

Investors	Media
EVC Group	EVC Group
Jennifer Beugelmans, 646-201-5447	Jennifer Saunders
Douglas Sherk, 415-896-6820	646-201-5431

FOR IMMEDIATE RELEASE

PHARSIGHT APPOINTS JOHN J. SCHICKLING TO BOARD OF DIRECTORS

Software Industry Veteran Brings Extensive Financial Expertise to Pharsight Board

MOUNTAIN VIEW, Calif., June 29, 2007– Pharsight Corporation (OTC Bulletin Board: PHST), a leading provider of software and strategic services for optimizing clinical drug development, today announced the appointment of John J. Schickling, 67, to its Board of Directors.

Mr. Schickling brings more than 25 years of senior level finance, software and business planning experience to the Pharsight Board. Mr. Schickling is currently executive vice president, chief operating officer and chief financial officer at KaZaK Composites, Inc., an advanced materials design and engineering firm serving the aerospace, military and commercial markets. In this role, Mr. Schickling is responsible for global financial strategy and management of corporate and manufacturing operations. Prior to this, Mr. Schickling served as senior vice president, chief financial officer and treasurer of Phase Forward, Inc., the leading provider of electronic data collection, safety and data management solutions for clinical trials.

“John’s extensive financial background and skills as a senior executive in software and data management companies make him exceptionally qualified to serve Pharsight’s shareholders as a member of the Board of Directors,” said Shawn O’Connor, president, chief executive officer and chairman of Pharsight. “We believe that his experience as a senior leader at a wide range of global, high technology corporations, including those serving the pharmaceutical industry, will be extremely valuable to Pharsight as we execute on our plans for growing our software, consulting, and regulatory reporting and analysis businesses. We are pleased to welcome John to our board.”

Prior to joining Phase Forward, Mr. Schickling was executive vice president of Finance and Operations and chief financial officer of SynaPix, Inc., a developer of software applications for film and video special effects. His professional experience also includes senior financial management positions at Mobile Systems International (London), a telecommunications company, and PRI Automation, a semiconductor company. Mr. Schickling was a founder and chief financial officer of Telesis Systems, which specializes in information technology services and support. He began his career at General Electric, where he graduated from GE’s Financial Management Program and worked for 14 years in positions of increasing responsibility.

Mr. Schickling holds a B.S. in business education from Salem State College and an MBA from Babson College. Mr. Schickling has served on the faculty of the Northeastern University College of Business Administration and the Graduate School of Business.

About Pharsight Corporation

Pharsight Corporation develops and markets integrated products and services that enable pharmaceutical and biotechnology companies to achieve significant and enduring improvements in the development and use of therapeutic products. The company’s goal is to help customers reduce the time, cost and risk of drug development, as well as optimize the post-approval marketing and use of pharmaceutical products.

Pharsight’s approach enhances the fundamental element of drug development success: strong decision-making. By adopting the Pharsight approach, customers acquire a new decision-making process with the potential to systematically improve every level and phase of their business and scientific processes. Pharsight is headquartered in Mountain View, California. Information about Pharsight is available at http://www.pharsight.com.

Registered Trademarks and Trademarks

Pharsight is a registered trademark of Pharsight Corporation. All other brand and product names are trademarks or registered trademarks of their respective holders.

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