-----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, Od4/bTr8ErujJNUbK/VscHS0VYXprlQYrQz5UEEMhHcbPh7qoPtRIO7DYYLNjRry teg+a7zdUVWlkDOIi8DF6Q== 0001104659-10-060342.txt : 20101129 0001104659-10-060342.hdr.sgml : 20101129 20101129165846 ACCESSION NUMBER: 0001104659-10-060342 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20101129 ITEM INFORMATION: Unregistered Sales of Equity Securities FILED AS OF DATE: 20101129 DATE AS OF CHANGE: 20101129 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: 101219486 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 a10-21951_18k.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): November 29, 2010

 

 

THERAVANCE, INC.

(Exact Name of Registrant as Specified in its Charter)

 

 

Delaware

 

000-30319

 

94-3265960

(State or Other Jurisdiction of

 

(Commission File Number)

 

(I.R.S. Employer Identification Number)

Incorporation)

 

 

 

 

 

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:

 

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 3.02            Unregistered Sales of Equity Securities.

 

On November 29, 2010, Theravance, Inc. (the “Company”) completed the sale of 5,750,000 shares of its common stock (the “Shares”) to Glaxo Group Limited, a limited liability company organized under the laws of England and Wales (the “Purchaser”) at a price of $22.50 per share (the “Private Placement”).  The Private Placement was made pursuant to the Common Stock Purchase Agreement (the “Common Stock Purchase Agreement”) previously attached as Exhibit 10.1 and described in our Current Report on Form 8-K filed with the SEC on November 29, 2010 (the “Prior Current Report”). The description of the Common Stock Purchase Agreement in Item 1.01 under the heading “Entry Into a Material Definitive Agreement” in the Prior Current Report is incorporated herein by reference.

 

The Private Placement resulted in aggregate gross proceeds of $129,375,000 before deducting transaction expenses. Neither the Company nor the Purchaser engaged any investment advisors with respect to the Private Placement, and no finders’ fees were paid or will be paid to any party in connection therewith. The Shares were issued and sold by the Company in reliance upon an exemption from registration pursuant to Rule 4(2) of the Securities Act of 1933, as amended.

 

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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.

 

 

 

 

 

 

Dated: November 29, 2010

By:

/s/ Bradford J. Shafer

 

 

Bradford J. Shafer

 

 

Sr. Vice President, General Counsel and Secretary

 

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