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 22, 2005

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)	(Zip Code)

Registrant’s telephone number, including area code: (650) 384-8500

Not Applicable

(Former name or former address if changed since last report)

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 June 22, 2005, CV Therapeutics, Inc. (“CV Therapeutics”) announced that it is offering to sell, subject to market and other conditions, 6,000,000 shares of its common stock and $100 million aggregate principal amount of senior subordinated convertible notes due 2013 (the “Notes”), plus over-allotment options, in concurrent public offerings pursuant to CV Therapeutics’ Registration Statement on Form S-3 (Registration Statement Nos. 333-109428 and 333-53202). A copy of the press release dated June 22, 2004 is attached hereto as Exhibit 99.1.

In accordance with Section 305(b) of the Trust Indenture Act of 1939 and the rules under this act, CV Therapeutics is filing herewith the Statement of Eligibility and Qualification on Form T-1 of Wells Fargo Bank, National Association to act as trustee under the indenture relating to the Notes.

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 CV Therapeutics’ future clinical or product development, financial performance, regulatory review of CV Therapeutics’ products or product candidates or commercialization efforts. 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 CV Therapeutics’ most recent Annual Report on Form 10-K/A and Quarterly Report on Form 10-Q, as may be updated from time to time by CV Therapeutics’ 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. We disclaim any intent or obligation to update these forward-looking statements

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS

(c) Exhibits.

25.1	Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939, as amended.
99.1	Press Release dated June 22, 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: June 28, 2005	CV THERAPEUTICS, INC.
	By:	/s/ Tricia Borga Suvari
		Tricia Borga Suvari
		Vice President, General Counsel and Assistant Secretary

Index to Exhibits

Exhibit Number	Description of Exhibit
25.1	Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939, as amended.
99.1	Press Release dated June 22, 2005.

EX-25.1

Exhibit 25.1

Registration Statement Nos. 333-109428

and 333-53202

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM T-1

STATEMENT OF ELIGIBILITY

UNDER THE TRUST INDENTURE ACT OF 1939 OF A

CORPORATION DESIGNATED TO ACT AS TRUSTEE

¨ CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF

A TRUSTEE PURSUANT TO SECTION 305(b) (2)

WELLS FARGO BANK, NATIONAL ASSOCIATION

(Exact name of trustee as specified in its charter)

A National Banking Association	94-1347393
(Jurisdiction of incorporation or organization if not a U.S. national bank)	(I.R.S. Employer Identification No.)
101 North Phillips Avenue Sioux Falls, South Dakota	57104
(Address of principal executive offices)	(Zip code)

Wells Fargo & Company

Law Department, Trust Section

MAC N9305-175

Sixth Street and Marquette Avenue, 17^th Floor

Minneapolis, Minnesota 55479

(612) 667-4608

(Name, address and telephone number of agent for service)

CV Therapeutics, Inc.

(Exact name of obligor as specified in its charter)

Delaware	43-1570294
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
3172 Porter Drive Palo Alto, California	94304
(Address of principal executive offices)	(Zip code)

Senior Subordinated Convertible Notes due 2013*

*relates to a single tranche under the above referenced registration statement.

(Title of the indenture securities)

Item 1. General Information. Furnish the following information as to the trustee:

(a) Name and address of each examining or supervising authority to which it is subject.

Comptroller of the Currency

Treasury Department

Washington, D.C.

Federal Deposit Insurance Corporation

Washington, D.C.

Federal Reserve Bank of San Francisco

San Francisco, California 94120

(b) Whether it is authorized to exercise corporate trust powers.

The trustee is authorized to exercise corporate trust powers.

Item 2. Affiliations with Obligor. If the obligor is an affiliate of the trustee, describe each such affiliation.

None with respect to the trustee.

No responses are included for Items 3-14 of this Form T-1 because the obligor is not in default as provided under Item 13.

Item 15. Foreign Trustee. Not applicable.

Item 16. List of Exhibits. List below all exhibits filed as a part of this Statement of Eligibility.

Exhibit 1.	A copy of the Articles of Association of the trustee now in effect.*
Exhibit 2.	A copy of the Comptroller of the Currency Certificate of Corporate Existence and Fiduciary Powers for Wells Fargo Bank, National Association, dated February 4, 2004.**
Exhibit 3.	See Exhibit 2
Exhibit 4.	Copy of By-laws of the trustee as now in effect.***
Exhibit 5.	Not applicable.
Exhibit 6.	The consent of the trustee required by Section 321(b) of the Act.
Exhibit 7.	A copy of the latest report of condition of the trustee published pursuant to law or the requirements of its supervising or examining authority.****
Exhibit 8.	Not applicable.
Exhibit 9.	Not applicable.

* Incorporated by reference to the exhibit of the same number to the trustee’s Form T-1 filed as exhibit 25 to the Form T-3 dated March 3, 2004 of Trans-Lux Corporation file number 022-28721.

** Incorporated by reference to the exhibit of the same number to the trustee’s Form T-1 filed as exhibit 25 to the Form T-3 dated March 3, 2004 of Trans-Lux Corporation file number 022-28721.

*** Incorporated by reference to the exhibit of the same number to the trustee’s Form T-1 filed as exhibit 25.1 to the Form S-4 dated May 26, 2005 of Penn National Gaming, Inc. file number 333-125274.

**** Incorporated by reference to exhibit of the same number to the trustee’s Form T-1 filed as exhibit 25.1 to the Form S-4 dated May 26, 2005 of Penn National Gaming, Inc. file number 333-125274.

SIGNATURE

Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the trustee, Wells Fargo Bank, National Association, a national banking association organized and existing under the laws of the United States of America, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Minneapolis and State of Minnesota on the 22nd day of June 2005.

WELLS FARGO BANK, NATIONAL ASSOCIATION

/s/ Timothy P. Mowdy

Timothy P. Mowdy

Vice President

EXHIBIT 6

June 22, 2005

Securities and Exchange Commission

Washington, D.C. 20549

Gentlemen:

In accordance with Section 321(b) of the Trust Indenture Act of 1939, as amended, the undersigned hereby consents that reports of examination of the undersigned made by Federal, State, Territorial, or District authorities authorized to make such examination may be furnished by such authorities to the Securities and Exchange Commission upon its request therefore.

Very truly yours,

WELLS FARGO BANK, NATIONAL ASSOCIATION

/s/ Timothy P. Mowdy

Timothy P. Mowdy

Vice President

EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE
Investor Contacts:	Media Contacts:
Christopher Chai	John Bluth
Vice President, Treasury and Investor Relations	Senior Director, Corporate Communications
CV Therapeutics, Inc.	CV Therapeutics, Inc.
(650) 384-8560	(650) 384-8850

CV THERAPEUTICS ANNOUNCES CONCURRENT PUBLIC OFFERINGS OF

COMMON STOCK AND CONVERTIBLE SENIOR SUBORDINATED NOTES

PALO ALTO, Calif., June 22, 2005 – CV Therapeutics, Inc. (Nasdaq: CVTX) announced today that it is offering to sell, subject to market and other conditions, 6,000,000 shares of its common stock in a public offering. All of the shares are being offered by CV Therapeutics, Inc. The Company has granted the underwriters a 30-day option to purchase up to an additional 900,000 shares of common stock to cover over-allotments.

Concurrently with the offering of common stock, the Company is offering, subject to market and other conditions, $100 million aggregate principal amount of convertible senior subordinated notes due 2013 in a public offering. The Company has granted the underwriters a 30-day option to purchase up to an additional $12.5 million of notes to cover over-allotments.

The common stock offering and convertible note offering are being conducted as separate public offerings by means of separate prospectus supplements, and the offerings are not contingent upon each other.

Lehman Brothers and Merrill Lynch & Co., Inc. are acting as joint lead managers and joint bookrunners of each of the public offerings. Piper Jaffray, SG Cowen & Co., and First Albany Capital are acting as co-managers of the common stock offering, and Citigroup and Deutsche Bank Securities are acting as co-managers of the convertible debt offering. Copies of the prospectus supplements can be obtained from Lehman Brothers’ prospectus department c/o ADP Integrated Financial Services, 1155 Long Island Avenue, Edgewood, NY 11717, or email monica_castillo@adp.com, or Merrill Lynch’s prospectus department at 4 World Financial Center, New York, NY 10080, (212) 449-1000. Information about these offerings is available in the prospectus supplements filed with the Securities and Exchange Commission.

The Company intends to use a portion of the net proceeds from the convertible note offering to repurchase some or all of the outstanding $79.6 million principal amount of its 4¾% convertible subordinated notes due 2007. The Company will also use a portion of the net proceeds from the convertible note offering 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 from the offerings for general corporate purposes, which may include funding research, development and product manufacturing, product development, including preclinical and clinical trials, preparation and filing of new drug applications and other marketing approval applications,

product commercialization, increasing its working capital, reducing indebtedness, acquisitions or investments in businesses, products or technologies that are complementary to its own, and capital expenditures.

A registration statement relating to these securities has been filed with and declared effective by the Securities and Exchange Commission. This press release shall not constitute an offer to sell or the solicitation of an offer to buy 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 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 amended Form 10-K/A, 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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