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): June 8, 2004

CV THERAPEUTICS, INC.

(Exact name of Registrant as specified in its charter)

Delaware	0-21643	43-1570294
(State or other jurisdiction of incorporation)	(Commission File No.)	(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 June 8, 2004, we announced that the initial purchasers of CV Therapeutics’ 2.75% senior subordinated convertible notes due 2012 have exercised their option to purchase an additional $25.0 million aggregate principal amount of the notes.

The foregoing description is qualified in its entirety by reference to our press release dated June 8, 2004, a copy of which is attached hereto as Exhibit 99.1 and incorporated herein by reference.

Forward-Looking Statements. This report may include forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These statements relate to future events or our future clinical or product development, financial performance or regulatory review of our potential products. In some cases, you can identify forward-looking statements by terminology such as “may,” “will,” “should,” “expects,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “potential” or “continue” or the negative of those terms and other comparable terminology. These statements reflect only management’s current expectations. Important factors that could cause actual results to differ materially from the forward-looking statements we make or incorporate by reference in this report are set forth under the heading “Risk Factors” in our most recent Annual Report on Form 10-K and Quarterly Report on Form 10-Q, as may be updated from time to time by our future filings under the Securities Exchange Act. If one or more of these risks or uncertainties materialize, or if any underlying assumptions prove incorrect, our actual results, performance or achievements may vary materially from any future results, performance or achievements expressed or implied by these forward-looking statements. CVT disclaims any intent or obligation to update these forward-looking statements.

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

(c) Exhibits.

99.1 Registrant’s Press Release dated June 8, 2004.

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: June 8, 2004	CV THERAPEUTICS, INC.
	By:	/S/    TRICIA BORGA SUVARI
		Tricia Borga Suvari Vice President and General Counsel

EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

Investor Contacts:	Media Contact:
Dan Spiegelman SVP & Chief Financial Officer (650) 384-8509	John Bluth Senior Director, Corporate Communications (650) 384-8850

Christopher Chai

Treasurer & Executive Director, Investor Relations

(650) 384-8560

CV THERAPEUTICS ANNOUNCES SALE OF $25 MILLION IN CONVERTIBLE NOTES FROM ADDITIONAL PURCHASE OPTION

PALO ALTO, Calif., June 8, 2004 – CV Therapeutics, Inc. (Nasdaq: CVTX) announced today that the initial purchasers of CV Therapeutics’ 2.75% senior subordinated convertible notes due 2012 have exercised their option to purchase an additional $25.0 million aggregate principal amount of the notes. The closing of this additional purchase option increases the aggregate principal amount of 2.75% senior subordinated convertible notes due 2012 to $150.0 million. The offering of the notes was made through a private placement to qualified institutional buyers pursuant to Rule 144A.

The Company may redeem all or a portion of the notes at any time after May 20, 2009. The notes will be convertible by holders at any time on or prior to maturity into shares of the Company’s common stock at an initial conversion rate of 56.5475 shares of common stock per $1,000 principal amount of notes (subject to adjustment in certain circumstances), which represents an initial conversion price of approximately $17.68 per share of common stock based on the issue price of the notes.

The Company has reached agreements with a limited number of holders of its outstanding 4.75% convertible subordinated notes due 2007 in privately negotiated transactions to repurchase an additional $15.0 million aggregate principal amount of such notes. These additional repurchases increase the aggregate principal amount of 4.75% notes that the Company has repurchased to approximately $116.6 million.

In addition, the Company may also use an additional portion of the net proceeds from the offering to repurchase an additional portion of its outstanding convertible debt, including subordinated debt. Approximately $12.3 million of the net proceeds from the sale of the entire $150.0 aggregate principal amount of the notes will be used to fund an escrow account to provide security for the first six scheduled interest payments on the notes. The Company intends to use the remaining net proceeds of the offering for general corporate purposes, which may include funding research, development and product manufacturing, preclinical and clinical trials, reparation and filing of new drug applications, product commercialization, increasing its working capital and capital expenditures.

The notes have not been registered under the Securities Act of 1933, as amended, or any applicable state securities laws. Unless so registered, the notes may not be offered or sold in the United States except pursuant to an exemption from the registration requirements of the Securities Act and applicable state securities laws.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.

Except for the historical information contained herein, the matters set forth in this press release, including statements as to development and commercialization of the Company’s products, are forward-looking statements within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are subject to risks and uncertainties that may cause actual results to differ materially, including, early stage of development; regulatory review and approval of our products; the timing of clinical trials; the dependence on collaborative and licensing agreements; operating at a loss; commercialization of our products; and other risks detailed from time to time in CVT’s SEC reports, including its most recent Annual Report on Form 10-K, and its most recent Quarterly Report on Form 10-Q. CVT disclaims any intent or obligation to update these forward-looking statements.

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