-----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, P/nRGPaDNj0IGoX0PSG7qFDdRn5Z80MP1Ck56dLBpto0HWUfdzg3GDi0CFcunXxy SFO+Sz9fKjGjvvzJx8xCtw== 0001104659-07-068739.txt : 20070913 0001104659-07-068739.hdr.sgml : 20070913 20070913083049 ACCESSION NUMBER: 0001104659-07-068739 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20070912 ITEM INFORMATION: Other Events FILED AS OF DATE: 20070913 DATE AS OF CHANGE: 20070913 FILER: COMPANY DATA: COMPANY CONFORMED NAME: THERAVANCE INC CENTRAL INDEX KEY: 0001080014 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 943265960 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-30319 FILM NUMBER: 071114467 BUSINESS ADDRESS: STREET 1: 901 GATEWAY BLVD CITY: SOUTH SAN FRANCISCO STATE: CA ZIP: 94080 BUSINESS PHONE: 6508086000 MAIL ADDRESS: STREET 1: 901 GATEWAY BLVD CITY: S. SAN FRANCISCO STATE: CA ZIP: 94080 FORMER COMPANY: FORMER CONFORMED NAME: ADVANCED MEDICINE INC DATE OF NAME CHANGE: 20000302 8-K 1 a07-19554_108k.htm 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):  September 12, 2007

THERAVANCE, INC.
(Exact Name of Registrant as Specified in its Charter)

Delaware

 

000-30319

 

94-3265960

(State or Other Jurisdiction
of Incorporation)

 

(Commission File Number)

 

(I.R.S. Employer
Identification Number)

 

901 Gateway Boulevard
South San Francisco, California 94080
(650) 808-6000

(Addresses, including zip code, and telephone numbers, including area code, of principal executive offices)

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):

o            Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o            Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o            Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o            Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 



Item 8.01  Other Events.

On September 13, 2007, Theravance, Inc. (NASDAQ: THRX) announced that the period during which holders of its common stock could require Theravance, using funds provided by GlaxoSmithKline plc (NYSE: GSK), to redeem up to 50% of their shares of common stock for $19.375 per share (the “Put Right”) expired at 5:00 p.m. EDT on September 12, 2007 (the “Expiration Time”).

According to the report of the depositary agent for the Put Right, as of the Expiration Time, an individual stockholder had properly exercised the Put Right for one share of common stock.  The depositary agent will promptly pay $19.375 per share for the share accepted for purchase. The closing sales price of Theravance common stock on September 12, 2007 as reported on NASDAQ Stock Market was $28.50 per share.

In exchange for GSK providing the funds to pay the purchase price for this share, and pursuant to its certificate of incorporation, Theravance will issue to GSK one share of its Class A common stock.  The common share purchased by Theravance pursuant to exercise of the Put Right will be retired and cancelled.

 



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.

 

THERAVANCE, INC.

 

 

 

 

 

 

 

 

 

 

Date:  September 13, 2007

 

By:

 

/s/ Bradford J. Shafer

 

 

 

 

Bradford J. Shafer

 

 

 

 

Senior Vice President and General Counsel

 

 


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