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)

November 13, 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 3.03. Material Modifications to the Rights of Security Holders

The information set forth in Item 5.03 is incorporated herein by reference.

Item 5.03. Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year

On August 8, 2007, at its annual meeting of stockholders, Pharsight Corporation, a Delaware corporation (“Pharsight” or the “Company”) received stockholder approval of a proposal authorizing the Pharsight Board of Directors, in its discretion, to effect a reverse split of Pharsight’s common stock, par value $0.001 per share (the “Common Stock”), at a ratio within a range from one-for-three to one-for-six shares. On October 18, 2007, the Pharsight Board of Directors approved the implementation of a reverse stock split at a ratio of one-for-three shares (the “Reverse Stock Split”).

On November 13, 2007, Pharsight filed a Certificate of Amendment to its Amended and Restated Certificate of Incorporation with the Delaware Secretary of State to effect the Reverse Stock Split. A copy of the Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Pharsight is attached hereto as Exhibit 3.1.

On November 13, 2007, at 5:00 p.m. Eastern Time, the Reverse Stock Split became effective. At that time, each three (3) outstanding shares of Common Stock of Pharsight were combined into and automatically became one (1) outstanding share of Common Stock of Pharsight. The Reverse Stock Split reduced the number of outstanding shares of Pharsight’s Common Stock from approximately 28.2 million shares to approximately 9.4 million shares. No fractional shares were or will be issued in connection with the Reverse Stock Split. Cash will be issued in lieu of fractional shares. Additional information about the Reverse Stock Split is available in Pharsight’s definitive proxy statement filed with the Securities and Exchange Commission on June 29, 2007.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

The following exhibits are filed herewith:

Exhibit No.	Description
3.1	Certificate of Amendment to the Amended and Restated Certificate of Incorporation
99.1	Press Release dated November 13, 2007.

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: November 13, 2007

3

EXHIBIT INDEX

Exhibit No.	Description
3.1	Certificate of Amendment to the Amended and Restated Certificate of Incorporation
99.1	Press Release dated November 13, 2007.

4

EX-3.1

Exhibit 3.1

CERTIFICATE OF AMENDMENT OF

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF

PHARSIGHT CORPORATION

A Delaware Corporation

Pharsight Corporation, a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), hereby certifies that:

A. The name of this Corporation is Pharsight Corporation.

B. The date of filing of the original Certificate of Incorporation of the Corporation with the Secretary of State of the State of Delaware was March 22, 2000.

C. Pursuant to Section 242 of the General Corporation Law of the State of Delaware, this Certificate of Amendment of the Amended and Restated Certificate of Incorporation amends Article IV, Section A of the Amended and Restated Certificate of Incorporation of the Corporation to read in its entirety as follows:

“This corporation is authorized to issue two classes of stock to be designated, respectively, “Common Stock” and “Preferred Stock.” The total number of shares which the corporation is authorized to issue is One Hundred Twenty Five Million (125,000,000) shares. One Hundred Twenty Million (120,000,000) shares shall be Common Stock, each having a par value of one tenth of one cent ($.001). Five Million (5,000,000) shares shall be Preferred Stock, each having a par value of one tenth of one cent ($.001). Effective as of 5:00 p.m., Eastern time, on the date this Certificate of Amendment to the Amended and Restated Certificate of Incorporation is filed with the Secretary of State of the State of Delaware, each three (3) shares of the Corporation’s Common Stock, par value $0.001 per share, issued and outstanding shall, automatically and without any action on the part of the respective holders thereof, be combined and converted into one (1) share of Common Stock, par value $0.001 per share, of the Corporation. No fractional shares shall be issued and, in lieu thereof, any holder of less than one (1) share of Common Stock shall be entitled to receive cash for such holder’s fractional share based upon the closing sales price of the Corporation’s Common Stock as reported on the Over-The-Counter Bulletin Board, as of the date this Certificate of Amendment is filed with the Secretary of State of the State of Delaware.”

D. This Certificate of Amendment to the Amended and Restated Certificate of Incorporation has been duly adopted by the board of directors and stockholders of the Corporation in accordance with the provisions of Section 242 of the Delaware General Corporation Law.

IN WITNESS WHEREOF, Pharsight Corporation has caused this Certificate of Amendment to the Amended and Restated Certificate of Incorporation to be signed by Shawn M. O’Connor, its President and Chief Executive Officer, this 6th day of November, 2007.

PHARSIGHT CORPORATION

/s/ Shawn M. O’Connor

Shawn M. O’Connor

President and Chief Executive Officer

Pharsight Corporation

Certificate of Amendment of Amended and Restated Certificate of Incorporation

EX-99.1

Exhibit 99.1

Contacts:
Investors	Media
EVC Group	EVC Group
Jennifer Beugelmans, (646) 201-5447	Jen Saunders, (646) 201-5431
Doug Sherk, (415) 896-6820

PHARSIGHT ANNOUNCES 1-FOR-3 REVERSE STOCK SPLIT

MOUNTAIN VIEW, Calif., November 13, 2007– Pharsight Corporation (OTC Bulletin Board: PHST), a leading provider of software, strategic consulting, and regulatory services for optimizing clinical drug development, today announced that its Board of Directors has approved a one-for-three reverse split of the Company’s stock, to take effect at 5:00 p.m., Eastern Time today, November 13, 2007. Pharsight’s common stock will begin trading on a reverse split-adjusted basis under the same symbol “PHST.OB” beginning Wednesday, November 14, 2007.

At its annual meeting of stockholders held on August 8, 2007, Pharsight received stockholder approval of a proposal authorizing the Pharsight Board of Directors, in its discretion, to effect a reverse stock split of Pharsight’s common stock, at a ratio within the range from one-for-three to one-for-six shares, at any time prior to the 2008 annual meeting of stockholders.

Today’s announcement is consistent with the Company’s stated plans to list its common stock on the Nasdaq Capital Market, which has a minimum bid price requirement of $4. The reverse split is intended to help meet this requirement, and the Company believes it meets all other criteria for listing. Pharsight filed an application to list its common stock on the Nasdaq Capital Market on September 18, 2007.

“We have been pursuing an opportunity to list Pharsight’s common stock on the Nasdaq Capital Market by addressing all corporate reporting and listing requirements, and this reverse stock split should allow us to satisfy the final outstanding criteria of minimum bid price,” said Shawn O’Connor, president, CEO and chairman of Pharsight. “By obtaining listing status on Nasdaq, we believe we can increase the investor audience able to invest in our common stock. We believe that this status coupled with the continued execution of our growth strategy may lead to an increase in our valuation, one that is more in-line with our long-term growth opportunities.”

Every three shares of Pharsight common stock will be combined into one share of Pharsight common stock. The reverse split will reduce the number of shares of Pharsight common stock outstanding from approximately 28.2 million to approximately 9.4 million. The exercise price and the number of shares of common stock issuable under Pharsight’s outstanding warrants and options will be proportionately adjusted to reflect the reverse stock split. Pharsight will not issue any fractional shares of its new common stock as a result of the reverse split. Instead, stockholders will receive a cash payment (based on the closing sales price of the Company’s common stock on the effective date of the reverse split as reported on the Over-the-Counter Bulletin Board).

Existing stockholders will be sent instructions for exchanging existing stock certificates for new stock certificates, and for receiving cash payments for fractional shares.

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. Pharsight’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 Corporation is headquartered in Mountain View, California. Information about Pharsight is available at http://www.pharsight.com.

Safe Harbor

This press release includes forward-looking statements, including statements regarding listing of Pharsight’s common stock on the Nasdaq Capital Market, Pharsight’s growth strategies and opportunities, Pharsight’s valuation and the effectiveness of Pharsight’s reverse stock split. These forward-looking statements involve risks and uncertainties, and factors that could cause actual results to differ materially include the following: changes in the demand for Pharsight’s products and services; changes in Pharsight’s operating strategies, pricing models or research and development focus; the failure to develop new products and services or to keep pace with technological changes; the failure of the market for Pharsight’s products and services to develop as expected; the failure to generate additional sales from existing customers or to generate sales to new customers; the failure to meet customers’ expectations; uncertainties involved in pharmaceutical drug development; changes in government regulation of the pharmaceutical industry; and uncertainties regarding the listing of our common stock on the Nasdaq Capital Market. There can be no assurance that Pharsight’s common stock will be listed on the Nasdaq Capital Market. Further information on potential factors that could affect actual results is included in Pharsight’s Quarterly Report on Form 10-Q, as filed with the Securities and Exchange Commission on August 13, 2007. All forward-looking statements are based on information available to Pharsight as of the date hereof, and Pharsight assumes no obligation to update such statements, whether as a result of new developments or otherwise.

#   #   #