-----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, Ab8va+uCGh3fP/XhUGAHAKbHBcyKhVNpPf5S3nxGeCNUP4pB5dDTXO3AwdqwMNB7 aEVh3/Quj68ygnCOYRpCGw== 0000912057-02-030734.txt : 20020809 0000912057-02-030734.hdr.sgml : 20020809 20020809151349 ACCESSION NUMBER: 0000912057-02-030734 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20000807 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20020809 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CV THERAPEUTICS INC CENTRAL INDEX KEY: 0000921506 STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836] IRS NUMBER: 431570294 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-21643 FILM NUMBER: 02724702 BUSINESS ADDRESS: STREET 1: 3172 PORTER DR CITY: PALO ALTO STATE: CA ZIP: 94304 BUSINESS PHONE: 6503848500 MAIL ADDRESS: STREET 1: 3172 PORTER DRIVE CITY: PALO ALTO STATE: CA ZIP: 94304 8-K 1 a2086254z8-k.htm 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

 

Date of Report (Date of earliest event reported):  August 7, 2000

 

CV THERAPEUTICS, INC.

(Exact name of Registrant as specified in its charter)

 

Delaware

(State or other jurisdiction of incorporation)

 

0-21643

(Commission File No.)

 

43-1570294

(I.R.S. Employer Identification No.)

 

 

3172 Porter Drive

Palo Alto, California 94304

(Address of Principal Executive Offices, including Zip Code)

 

(650) 384-8500

(Registrant’s Telephone Number, including Area Code)

 

 

 

 

 

ITEM 5.  OTHER EVENTS

On April 20, 2001, the Registrant filed a Registration Statement on Form S-3, which Registration Statement was amended pursuant to Amendment No. 1 to the Registration Statement filed on May 24, 2001 and Amendment No. 2 to the Registration Statement filed on July 23, 2001, registering up to an aggregate of $190,000,000 of the Registrant’s Common Stock, $100,000,000 of which was carried over from a Registration Statement on Form S-3 that the Registrant filed on July 19, 2000, and $85,000,000 of which was carried over from a Registration Statement on Form S-3 that the Registrant filed on January 4, 2001, pursuant to Rule 429 of the Securities Act of 1933, as amended.  As an exhibit to the Registration Statement, the Registrant attached the Amended and Restated Common Stock Purchase Agreement, effective as of August 7, 2000, by and between the Registrant and Acqua Wellington North American Equities Fund, Ltd., pursuant to which the Registrant may sell to Acqua Wellington, at a discount to the market price, up to $149,000,000 in shares.

On August 9, 2002, the Registrant sold an aggregate of 561,037 shares of its common stock to Acqua Wellington in accordance with the terms of the Agreement at an average price of $22.28 per share.  The total purchase price for all of these shares was $12.5 million.  The offering price of these shares was established with reference to prices of the Registrant’s common stock on the Nasdaq National Market for the period beginning July 31, 2002 and ending August 6, 2002, net of a discount of 5.0% per share.  In connection with this sale, the Registrant is filing, as Exhibit 5.1 hereto, an opinion of its counsel, Latham & Watkins.

The foregoing description is qualified in its entirety by reference to the following document, which is incorporated herein by reference:  Amended and Restated Common Stock Purchase Agreement, dated as of August 7, 2000, by and between the Registrant and Acqua Wellington, a copy of which was filed as Exhibit 4.6 to Registration Statement Number 333-59318 filed by the Registrant on April 20, 2001.

 

ITEM 7.  FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS

 (c)          Exhibits.

5.1                                 Opinion of Latham & Watkins.

 

 

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:  August 9, 2002

CV THERAPEUTICS, INC.

 

 

 

 

By:

/s/ DANIEL K. SPIEGELMAN

 

 

Daniel K. Spiegelman

 

 

Senior Vice President and Chief Financial Officer

(Principal financial and accounting officer)

 

EX-5.1 3 a2086254zex-5_1.htm EXHIBIT 5.1

Exhibit 5.1

[Latham & Watkins Letterhead]

August 9, 2002

 

CV Therapeutics, Inc.
3172 Porter Drive
Palo Alto, California  94304

Re:                               Issuance of 561,037 Shares of Common Stock of CV Therapeutics, Inc.

Ladies and Gentlemen:

In connection with the issuance by CV Therapeutics, Inc. (the “Company”) to Acqua Wellington North American Equities Fund, Ltd. of 561,037 shares of the Company’s common stock, par value $0.001 per share (the “Shares”), pursuant to the registration statement on Form S-3 (File No. 333-59318) (the “Registration Statement”) filed by the Company with the Securities and Exchange Commission under the Securities Act of 1933, as amended, a prospectus dated July 23, 2001 (the “Prospectus”) and a prospectus supplement dated August 8, 2002, you have requested our opinion with respect to the matters set forth below.

In our capacity as your special counsel in connection with such registration, we are familiar with the proceedings taken and proposed to be taken by the Company in connection with the authorization, issuance and sale of the Shares.  In addition, we have made such legal and factual examinations and inquiries, including an examination of originals and copies certified or otherwise identified to our satisfaction of such documents, corporate records and instruments, as we have deemed necessary or appropriate for purposes of this opinion.

In our examination, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, and the conformity to authentic original documents of all documents submitted to us as copies.

We are opining herein as to the effect on the subject transaction only of the General Corporation Law of the State of Delaware, and we express no opinion with respect to the applicability thereto, or the effect thereon, of the laws of any other jurisdiction or any other laws, or as to any matters of municipal law or the laws of any local agencies within any state.

Subject to the foregoing and the other matters set forth herein, it is our opinion that as of the date hereof, the Shares are validly issued, fully paid and nonassessable.

We consent to your filing this opinion with a Current Report on Form 8-K and to the reference to our firm under the caption “Legal Matters” in the Prospectus.

 

Very truly yours,

 

 

 

/s/ LATHAM & WATKINS

 

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