SC TO-T/A

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE TO

Tender Offer Statement under Section 14(d)(1) or 13(e)(1)

of the Securities Exchange Act of 1934

(Amendment No. 8)

JAVELIN PHARMACEUTICALS, INC.

(Name of Subject Company (Issuer))

DISCUS ACQUISITION CORPORATION

a wholly-owned subsidiary of

HOSPIRA, INC.

(Names of Filing Persons (Offerors))

Common Stock, par value $0.001 per share

(Title of Class Securities)

471894105

(CUSIP Number of Class of Securities)

Brian J. Smith

Senior Vice President, General Counsel and Secretary

Hospira, Inc.

Dept. NLEG, Bldg. H1

275 North Field Drive

Lake Forest, Illinois 60045-5045

(224) 212-2000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Filing Persons)

With copies to:

Craig A. Roeder

Michael F. DeFranco

Baker & McKenzie LLP

One Prudential Plaza

130 East Randolph Drive

Chicago, Illinois 60601

(312) 861-8000

CALCULATION OF FILING FEE

Transaction Valuation(1)	Amount of Filing Fee(2)
$145,593,701	$10,380.83

(1)Estimated for purposes of calculating the filing fee only. This amount is the sum of (i) 64,423,345 shares of common stock of Javelin Pharmaceuticals, Inc. outstanding as of April 9, 2010, multiplied by $2.20 per share, which is the offer price, plus (ii) $3,862,342 expected to be paid in connection with the cancellation of outstanding stock options, restricted stock units, deferred stock units and warrants.

(2)The filing fee was calculated in accordance with Rule 0-11 under the Securities Exchange Act of 1934, as amended, and Fee Rate Advisory for fiscal year 2010, issued December 2009, by multiplying the transaction value by 0.00007130.

xCheck the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

Amount Previously Paid:	$10,381.00	Filing Party:	Hospira, Inc. and Discus Acquisition Corporation
Form or Registration No.:	Schedule TO-T	Date Filed:	April 21, 2010

oCheck the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

xthird-party tender offer subject to Rule 14d-1.

oissuer tender offer subject to Rule 13e-4.

ogoing-private transaction subject to Rule 13e-3.

oamendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer: x

This Amendment No. 8 (this “Amendment”) amends and supplements the Tender Offer Statement on Schedule TO (together with any amendments and supplements thereto, the “Schedule TO”) filed with the Securities and Exchange Commission on April 21, 2010 by Discus Acquisition Corporation, a Delaware corporation (the “Purchaser”), and Hospira, Inc., a Delaware corporation and the corporate parent of the Purchaser (the “Parent”). The Schedule TO relates to the offer by the Purchaser to purchase all of the outstanding shares of common stock, par value $0.001 per share (the “Shares”), of Javelin Pharmaceuticals, Inc., a Delaware corporation, at a purchase price of $2.20 per Share, net to the seller in cash, without interest and less any required withholding taxes, upon the terms and subject to the conditions set forth in the Offer to Purchase dated April 21, 2010 (together with any amendments and supplements thereto, the “Offer to Purchase”) and in the related Letter of Transmittal, copies of which were filed with the Schedule TO as Exhibits (a)(1)(A) and (a)(1)(B), respectively. Capitalized terms used and not defined herein will have the meanings assigned to such terms in the Offer to Purchase or in the Schedule TO.

Items 8 and 11.    Interest in Securities of the Subject Company; Additional Information.

Item 8 of the Schedule TO, which incorporates by reference the information set forth in the section of the Offer to Purchase entitled “Certain Information Concerning the Parent and the Purchaser,” “Purpose of the Offer; Plans for the Company” and “The Transaction Agreements,” and Item 11(b) of the Schedule TO, which incorporates by reference the information set forth in the Offer to Purchase, are hereby amended and supplemented to include the following information:

On July 1, 2010, the Parent and the Company each issued a press release announcing the successful completion of the Offer.

As previously announced, the Offer expired at 12:00 midnight, New York City time, on June 30, 2010 (the end of the day on June 30, 2010) and was not extended.  The Depositary has advised the Parent that as of the expiration of the Offer, 51,346,299 Shares representing approximately 79.16% of the outstanding Shares were validly tendered and not withdrawn and have been accepted by the Parent for payment. The Parent will purchase and pay for all such Shares promptly.

In accordance with the Merger Agreement, the Parent exercised its “top-up” option on July 1, 2010 to increase its ownership percentage of the Shares through the purchase from the Company of newly issued Shares at the same $2.20 per Share paid in the Offer in order to allow the Parent to effect a short-term merger under Delaware law without the need for a Company stockholder vote or meeting.

The Parent intends to promptly complete the Merger on or about July 2, 2010.  As a result of the Merger, any remaining Shares will be converted into the right to receive the offer price of $2.20 per Share in cash paid in the Offer, without interest and less any required withholding taxes (other than Shares for which appraisal right are validly exercised under Delaware law and any Shares owned by the Parent or any of its subsidiaries). Upon completion of the Merger, the Company will become a wholly owned subsidiary of the Parent, its Shares will cease to be traded on the NYSE Amex, and the Company will no longer be required to file certain information and periodic reports with the SEC.

A copy of the press releases issued by the Parent and the Company on July 1, 2010 are attached hereto as Exhibits (a)(5)(K) and (a)(5)(L) respectively, and are incorporated herein by reference.

Item 12.Exhibits.

Item 12 of the Schedule TO is hereby amended and supplemented to include the following exhibits:

(a)(5)(K)	Press Release issued by Hospira, Inc. on July 1, 2010
(a)(5)(L)	Press Release issued by Javelin Pharmaceuticals, Inc. on July 1, 2010

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SIGNATURE

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: July 1, 2010	HOSPIRA, INC.
	By:	/s/ Brian J. Smith
		Name: Brian J. Smith
		Title: Senior Vice President
	DISCUS ACQUISITION CORPORATION
	By:	/s/ Brian J. Smith
		Name: Brian J. Smith
		Title: Vice President and Secretary

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EXHIBIT INDEX

Exhibit	Exhibit Name
(a)(1)(A)*	Offer to Purchase, dated April 21, 2010
(a)(1)(B)*	Letter of Transmittal (including Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9)
(a)(1)(C)*	Notice of Guaranteed Delivery
(a)(1)(D)*	Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees
(a)(1)(E)*	Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees
(a)(5)(A)*	Joint Press Release issued by Hospira, Inc. and Javelin Pharmaceuticals, Inc. on April 19, 2010 (incorporated by reference to Exhibit 99.1 to Hospira, Inc.’s Tender Offer Statement on Schedule TO filed with the Securities and Exchange Commission on April 19, 2010)
(a)(5)(B)*	Summary Newspaper Advertisement as published in The New York Times on April 21, 2010
(a)(5)(C)*	Press Release issued by Hospira, Inc. on May 19, 2010
(a)(5)(D)*	Press Release issued by Hospira, Inc. on June 3, 2010
(a)(5)(E)*	Complaint filed by Javelin Pharmaceuticals, Inc. in the Court of Chancery of the State of Delaware on June 2, 2010 (incorporated by reference to Exhibit (a)(17) to Javelin Pharmaceuticals, Inc.’s Amendment No. 4 to its Solicitation / Recommendation Statement on Schedule 14D-9, filed with the Securities and Exchange Commission on June 3, 2010)
(a)(5)(F)*	Press Release issued by Javelin Pharmaceuticals, Inc. on June 3, 2010 (incorporated by reference to Exhibit (a)(18) to Javelin Pharmaceuticals, Inc.’s Amendment No. 4 to its Solicitation / Recommendation Statement on Schedule 14D-9, filed with the Securities and Exchange Commission on June 3, 2010)
(a)(5)(G)*	Press Release issued by Javelin Pharmaceuticals, Inc. on June 7, 2010 (incorporated by reference to Exhibit (a)(21) to Javelin Pharmaceuticals, Inc.’s Amendment No. 5 to its Solicitation / Recommendation Statement on Schedule 14D-9, filed with the Securities and Exchange Commission on June 7, 2010)
(a)(5)(H)*	Press Release issued by Javelin Pharmaceuticals, Inc. on June 11, 2010 (incorporated by reference to Exhibit (a)(22) to Javelin Pharmaceuticals, Inc.’s Amendment No. 6 to its Solicitation / Recommendation Statement on Schedule 14D-9, filed with the Securities and Exchange Commission on June 11, 2010)
(a)(5)(I)*	Press Release issued by Hospira, Inc. on June 17, 2010
(a)(5)(J)*	Press Release issued by Hospira, Inc. on June 28, 2010
(a)(5)(K)	Press Release issued by Hospira, Inc. on July 1, 2010
(a)(5)(L)	Press Release issued by Javelin Pharmaceuticals, Inc. on July 1, 2010 (incorporated by reference to Exhibit (a)(25) to Javelin Pharmaceuticals, Inc.’s Amendment No. 8 to its Solicitation / Recommendation Statement on Schedule 14D-9, filed with the Securities and Exchange Commission on July 1, 2010)
(b)	Not applicable
(d)(1)*	Agreement and Plan of Merger, dated April 17, 2010, by and among Hospira, Inc., Discus Acquisition Corporation and Javelin Pharmaceuticals, Inc. (incorporated by reference to Exhibit 2.1 to Javelin Pharmaceuticals, Inc.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on April 19, 2010, File No. 001-32949)
(d)(2)*	Loan and Security Agreement, dated April 17, 2010, by and among Hospira, Inc., Javelin Pharmaceuticals, Inc. and Innovative Drug Delivery Systems, Inc. (incorporated by reference to Exhibit 10.1 to Javelin Pharmaceuticals, Inc.’s

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	Current Report on Form 8-K filed with the Securities and Exchange Commission on April 19, 2010, File No. 001-32949)
(d)(3)*	Confidentiality Agreement, dated April 8, 2010, by and between Hospira, Inc. and Javelin Pharmaceuticals, Inc.
(d)(4)*	Notice of Offer Extension delivered by Hospira, Inc. to Javelin Pharmaceuticals, Inc. on May 19, 2010
(d)(5)*	Notice of Offer Extension delivered by Hospira, Inc. to Javelin Pharmaceuticals, Inc. on June 3, 2010
(d)(6)*	Notice of Offer Extension delivered by Hospira, Inc. to Javelin Pharmaceuticals, Inc. on June 16, 2010
(g)	Not applicable
(h)	Not applicable

* Previously filed.

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EX-99.(A)(5)(K)

Exhibit (a)(5)(K)

HOSPIRA ANNOUNCES SUCCESSFUL COMPLETION OF TENDER OFFER FOR SHARES OF JAVELIN PHARMACEUTICALS

LAKE FOREST, Ill., July 1, 2010  — Hospira, Inc. (NYSE: HSP), a global specialty pharmaceutical and medication delivery company, today announced the successful completion of the tender offer by Discus Acquisition Corporation, a wholly owned Hospira subsidiary, to purchase all outstanding shares of the common stock of Javelin Pharmaceuticals, Inc. (NYSE Amex: JAV).

As previously announced, the offer expired at 12:00 midnight, New York City time, on June 30, 2010 (the end of the day on June 30, 2010). Based on information provided by Computershare Trust Company, N.A., the depositary for the offer, as of the close of business on the expiration date of the offer, 51,346,299 Javelin shares were validly tendered and not withdrawn. The tendered shares represent approximately 79.16% of Javelin’s outstanding shares of common stock. All Javelin shares that were validly tendered and not withdrawn immediately prior to the expiration of the offer have been accepted by Hospira for payment. Hospira will purchase and pay for all such shares promptly.

In accordance with the merger agreement among the parties, Hospira intends to exercise its “top-up” option to increase its share ownership percentage of Javelin shares through the purchase from Javelin of newly issued shares of Javelin common stock at the same $2.20 per share paid in the tender offer in order to allow Hospira to effect a short-term merger under Delaware law.

Hospira intends to promptly complete the acquisition of Javelin through a short-form merger under Delaware law, as soon as practicable, with the completion of the merger anticipated to occur on or about July 2, 2010.  As a result of the merger, any remaining shares of Javelin common stock will be converted into the right to receive the offer price of $2.20 in cash paid in the tender offer, without interest and less any required withholding taxes (other than shares of Javelin common stock for which appraisal right are validly exercised under Delaware law and any shares owned by Hospira or any of its subsidiaries). Upon completion of the merger, Javelin will become a wholly owned subsidiary of Hospira, its shares will cease to be traded on the NYSE Amex, and Javelin will no longer be required to file certain information and periodic reports with the U.S. Securities and Exchange Commission (SEC).

With the acquisition of Javelin, Hospira expects to take advantage of synergies between Javelin’s main product candidate, Dyloject™, a post-operative pain management drug currently awaiting U.S. Food and Drug Administration (FDA) approval, and Hospira’s proprietary sedation agent, Precedex™. Both drugs are marketed to anesthesiologists, enabling Hospira to leverage its Precedex sales force to promote Dyloject.

Dyloject is a proprietary non-opioid analgesic that reduces the need for traditional intravenous opioids. Opioids are central to the management of post-operative pain, but are associated with significant adverse events, including respiratory depression, sedation, nausea and vomiting, slowing of the gastrointestinal function and urinary retention.

Hospira would have global rights to Dyloject with the exception of Europe, where rights are currently licensed to a third party. After receipt of the appropriate regulatory approval, Hospira plans to market the product in the United States, Canada, Latin America and the Asia-Pacific region. These are areas where Hospira also markets Precedex, and represent a good fit for Hospira’s Precedex and acute-care strategy.

Additional Information

This press release is for informational purposes only and is neither an offer to purchase nor a solicitation of an offer to sell shares of Javelin common stock. Hospira has filed a tender offer statement on Schedule TO, as amended, with the SEC containing an offer to purchase, form of letter of transmittal and other documents relating to the tender offer and Javelin has filed with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9, as amended, with respect to the tender offer. Hospira and Javelin have

mailed these documents to Javelin’s stockholders. Javelin stockholders may obtain a free copy of these documents and other documents filed by Hospira and Javelin with the SEC at the Web site maintained by the SEC at www.sec.gov.

In addition, Javelin stockholders may obtain a free copy of these documents by directing a request to Javelin Pharmaceuticals, Inc., 125 CambridgePark Drive, Cambridge, MA 02140, Attention: Investor Relations. INVESTORS AND JAVELIN SECURITY HOLDERS ARE URGED TO READ THESE DOCUMENTS CAREFULLY IN THEIR ENTIRETY BEFORE MAKING ANY DECISION WITH RESPECT TO THE TENDER OFFER BECAUSE THEY CONTAIN IMPORTANT INFORMATION.

None of the information included on any Internet Web site maintained by Hospira, Javelin or any of their affiliates, or any other Internet Web site linked to any such Web site, is incorporated by reference in or otherwise made a part of this press release.

About Hospira

Hospira, Inc. is a global specialty pharmaceutical and medication delivery company dedicated to Advancing Wellness™. As the world leader in specialty generic injectable pharmaceuticals, Hospira offers one of the broadest portfolios of generic acute-care and oncology injectables, as well as integrated infusion therapy and medication management solutions. Through its products, Hospira helps improve the safety, cost and productivity of patient care. The company is headquartered in Lake Forest, Ill., and has approximately 13,500 employees. Learn more at www.hospira.com.

Forward-Looking Statements

This press release contains forward-looking statements, including statements regarding Hospira’s proposed acquisition of Javelin. Hospira cautions that these forward-looking statements are subject to risks and uncertainties that may cause actual results to differ materially from those indicated in the forward-looking statements. No assurance can be given that the completion of the acquisition transaction described in this press release will not be delayed or that Hospira will realize the anticipated benefits of the transaction. Economic, competitive, governmental, legal, technological and other factors that may affect Hospira’s operations and may cause actual results to be materially different from expectations include the risks, uncertainties and factors discussed under the headings “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Hospira’s Annual Report on Form 10-K for the year ended Dec. 31, 2009 and any subsequent Quarterly Reports on Form 10-Q or Current Reports on Form 8-K, which are incorporated by reference. Hospira undertakes no obligation to release publicly any revisions to forward-looking statements as the result of subsequent events or developments.

SOURCE Hospira, Inc.