8-K

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): November 15, 2006

OSCIENT PHARMACEUTICALS CORPORATION

(Exact name of registrant as specified in its charter)

Massachusetts	0-10824	04-2297484
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification Number)

1000 Winter Street, Suite 2200

Waltham, Massachusetts 02451

(Address of principal executive offices, including zip code)

(781) 398-2300

(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 3.03. Material Modification to Rights of Security Holders.

Pursuant to an Amendment to the Amended and Restated Articles of Organization, as amended to date, of Oscient Pharmaceuticals Corporation (the “Company”) filed yesterday, November 14, 2006, a one-for-eight reverse stock split (the “Reverse Stock Split”) of the Company’s issued and outstanding common stock, par value $0.10 per share (“Common Stock”), will become effective on November 15, 2006 at 11:59 PM Eastern Standard Time (such time on such date, the “Effective Time”). Pursuant to the Reverse Stock Split, at the Effective Time, each eight shares of Common Stock issued and outstanding immediately prior to the Effective Time will be automatically combined into and become one share of Common Stock. In cases in which the Reverse Stock Split results in any shareholder holding a fraction of a share, such fractional share will be rounded up to the nearest whole number. Immediately after giving effect to the Reverse Stock Split, the Company will have approximately 13,552,125 shares of Common Stock outstanding (without giving effect to rounding due to fractional shares). The Reverse Stock Split did not change the number of authorized shares of Common Stock, alter the par value of the Common Stock or modify any voting rights or other terms of the Common Stock. As a result of the Reverse Stock Split, at the Effective Time, the per share exercise price of, and the number of shares of Common Stock underlying, Company stock options and warrants outstanding immediately prior to the Effective Time will be automatically proportionally adjusted, based on the 1-for-8 split ratio, in accordance with the terms of such options or warrants, as the case may be.

ITEM 8.01. OTHER EVENTS.

On November 15, 2006, the Company issued a press release announcing that it had elected to effectuate the Reverse Stock Split at the Effective Time. A copy of the press release is filed as Exhibit 99.1 to this report and incorporated herein by reference.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.

(d) Exhibits

99.1 Press Release issued by Oscient Pharmaceuticals Corporation on November 15, 2006.

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.

OSCIENT PHARMACEUTICALS CORPORATION

By:  /s/ Philippe Maitre                                             

        Name: Philippe Maitre

        Title: Senior Vice President and Chief Financial Officer

Date: November 15, 2006

EXHIBIT INDEX

Exhibit Number	Description
99.1	Press Release issued by Oscient Pharmaceuticals Corporation on November 15, 2006.

EX-99.1

Exhibit 99.1

Investor Relations:

Christopher Taylor

781-398-2466

Media Relations:

Sarah Emond

781-398-2544

For Immediate Release

Reverse Split of Oscient Pharmaceuticals Stock to be Effected with Market Open November 16, 2006

— Trading under temporary ticker “OSCID” expected for 20 days —

Waltham, Mass., November 15, 2006 – Oscient Pharmaceuticals Corporation’s (Nasdaq: OSCI) Board of Directors has voted to implement a 1-for-8 reverse stock split effective November 15, 2006 at 11:59 PM ET. An amendment to the Company’s Amended and Restated Articles of Organization authorizing the reverse split was approved at a Special Meeting of Shareholders on November 14, 2006.

The reverse stock split will result in the automatic conversion of eight shares of common stock into one share of common stock. In cases in which the reverse stock split results in any shareholder holding a fraction of a share, such fractional share will be rounded up to the nearest whole number. The reverse split will affect all shares of Oscient common stock, including those shares underlying stock options and warrants outstanding, immediately prior to the effective time of the reverse split. After giving effect to the reverse stock split, there will be no alteration to the relative rights and preferences of existing shareholders. The par value of the common stock and the number of shares of the common stock authorized for issuance will remain unchanged following the reverse stock split

Oscient’s common stock will begin trading on a split-adjusted basis with the opening of the NASDAQ Stock Market on November 16, 2006, with the interim stock symbol “OSCID.” After 20 trading days, the “D” is expected to be removed. Shareholders who hold stock through brokerage firms will not be required to perform any action. The Company’s transfer agent, Computershare Investor Services, will mail to registered shareholders of record, as of November 15, 2006, instructions for exchanging stock certificates.

About Oscient Pharmaceuticals

Oscient Pharmaceuticals Corporation is a commercial-stage biopharmaceutical company marketing two FDA-approved products with its national primary care sales force. ANTARA^® 130 mg (fenofibrate) capsules is indicated for the adjunct treatment of hypercholesterolemia (high blood cholesterol) and hypertriglyceridemia (high triglycerides) in combination with diet. FACTIVE^® (gemifloxacin mesylate) tablets is an antibiotic approved for the treatment of acute bacterial exacerbations of chronic bronchitis and community-acquired pneumonia of mild to moderate severity. Oscient also has a novel, late-stage antibiotic candidate, Ramoplanin, under investigation for the treatment of Clostridium difficile-associated disease (CDAD).

For important information regarding the safety and use of ANTARA and FACTIVE, please see the full prescribing information available at www.antararx.com and www.factive.com.

Forward-Looking Statement

This news release may contain forward-looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements represent our management’s judgment regarding future events. Forward-looking statements typically are identified by use of terms such as “may,” “will,” “should,” “plan,” “expect,” “intend,” “anticipate,” “estimate,” and similar words, although some forward-looking statements are expressed differently. We do not plan to update these forward-looking statements. You should be aware that our actual results could differ materially from those contained in the forward-looking statements due to a number of risks affecting our business. These risks include, but are not limited to (i) our ability to successfully commercialize and market ANTARA or FACTIVE due to: the limitations on our resources and experience in the commercialization of products; lack of acceptance by physicians, patients and third party payors; unanticipated safety, product liability, efficacy, or other regulatory issues; delays in recruiting and training sales personnel; problems relating to manufacturing or supply; inadequate distribution of the products by wholesalers, pharmacies, hospitals and other customers; and competition from other products; (ii) our ability to integrate ANTARA into our business; (iii) whether we will be able to expand the indications for which FACTIVE is approved; (iv) the delay or inability to find sublicensing partners for FACTIVE or to negotiate favorable licensing terms; (v) the delay in or inability to obtain additional regulatory approvals of our products and product candidates due to negative, inconclusive or insufficient results in ongoing or future clinical trials, the FDA requiring additional information or data, delays in the progress of ongoing clinical trials, safety concerns arising with respect to our products or product candidates and disputes with the third parties from whom we license our products or product candidate; and (vi) delays by the FDA. Additional factors that could cause actual results to differ materially from those projected or suggested in any forward-looking statements are described under the heading “Risk Factors” in the Company’s Quarterly Report on Form 10-Q for the quarter ending September 30, 2006 and in other filings that we may make with the Securities and Exchange Commission from time to time.