8-K

UNITED STATES

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

September 8, 2005

Date of Report (Date of earliest event reported)

NPS PHARMACEUTICALS, INC.

(Exact name of registrant as specified in its charter)

Delaware	0-23272	87-0439579
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification Number)

383 Colorow Drive

Salt Lake City, Utah 84108

(Address of principal executive offices)

(801) 583-4939

(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:

¨ 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 8.01 Other Events.

On September 8, 2005, NPS Pharmaceuticals, Inc. issued a press release announcing that it is selling 7,000,000 shares of its common stock pursuant to a previously filed shelf registration statement. Lehman Brothers Inc. is acting as sole book running manager in the offering. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(c) Exhibits

99.1 Press Release issued by the Company on September 8, 2005.

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.

Date: September 8, 2005	NPS PHARMACEUTICALS, INC.
	By:	/s/ KEVIN J. ONTIVEROS
		Kevin J. Ontiveros
		Assistant General Counsel

EXHIBIT INDEX

Exhibit Number	Description
99.1	Press Release issued by NPS Pharmaceuticals, Inc. on September 8, 2005.

EX-99.1

Exhibit 99.1

For Immediate Release	Contact: David L. Clark
	Vice President, Corporate Affairs
	NPS Pharmaceuticals, Inc.
	(801) 583-4939

NPS Pharmaceuticals Announces Planned Sale of Common Stock

Salt Lake City — September 8, 2005 — NPS Pharmaceuticals, Inc. (Nasdaq: NPSP) announced today that it is selling 7,000,000 shares of its common stock pursuant to a previously filed shelf registration statement. Lehman Brothers Inc. is acting as sole book running manager in the offering. NPS expects the closing of the offering to occur on or about September 13, 2005.

Additional information and details with respect to the offering will be included in a prospectus supplement that will be filed with the Securities and Exchange Commission prior to closing. When available, copies of the prospectus supplement (including the accompanying prospectus) relating to these securities may be obtained from Lehman Brothers Inc., c/o ADP Financial Services, Prospectus Fulfillment, 1155 Long Island Avenue, Edgewood, New York, 11717.

The matters discussed herein may contain forward-looking statements that are subject to certain risks and uncertainties that could cause actual results to differ materially from expectations. Certain of these risks are set forth in the Company’s Annual Report on From 10-K for the fiscal year ended December 31, 2004, the Company’s Quarterly Report on Form 10-Q for the second quarter of 2005, as well as the Company’s other reports filed with the Securities and Exchange Commission.

About NPS Pharmaceuticals

NPS discovers, develops and commercializes small molecules and recombinant proteins as drugs, primarily for the treatment of metabolic, bone and mineral, and central nervous system disorders. The company has drug candidates in various stages of clinical development backed by a strong discovery research effort.