UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 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): February 1, 2006
____________
THERAVANCE,
INC.
(Exact
Name of Registrant as Specified in its Charter)
____________
Delaware
|
000-30319
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94-3265960
|
(State
or Other Jurisdiction of Incorporation)
|
(Commission
File Number)
|
(I.R.S.
Employer Identification Number)
|
901
Gateway Boulevard
South
San
Francisco,
California 94080
(650)
808-6000
(Addresses,
including zip code, and telephone numbers, including area code, of principal
executive offices)
____________
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 (see General Instruction A.2. below):
o
|
Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
|
o
|
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
o
|
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR
240.14d-2(b))
|
o
|
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR
240.13e-4(c))
|
Item
1.01 Entry into a Material Definitive Agreement.
On
February 1, 2006, Theravance, Inc. (the “Company”) entered into a purchase
agreement (the “Purchase Agreement”) with Merrill Lynch Pierce,
Fenner & Smith Incorporated as representative of the several
underwriters named therein (collectively, the “Underwriters”). In accordance
with the terms and conditions of the Purchase Agreement, the Company has
agreed
to sell to the Underwriters 4,600,000 shares of its common stock and grant
the Underwriters an option to purchase up to an additional 600,000 shares
of common stock to cover over-allotments. The Underwriters may exercise the
option at any time in whole or part from time to time within 30 days after
the date of the Purchase Agreement. The Purchase Agreement contains customary
representations, warranties and agreements of the Company and customary
conditions to closing, indemnification rights, obligations of the parties
and
termination provisions.
The
foregoing description of the Purchase Agreement does not purport to be complete,
and is qualified in its entirety by reference to such agreement, a copy of
which
is filed as Exhibit 99.1 hereto and is incorporated herein by reference.
The
representations and warranties made by the parties to the Purchase Agreement
were made solely for purposes of the Purchase Agreement and to allocate risk
between the parties. You should not rely on the representations, warranties
and
covenants in this Purchase Agreement.
ITEM
9.01 Financial Statements and Exhibits.
Exhibit
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Description
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|
|
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Exhibit 99.1*
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|
Purchase
Agreement dated February 1, 2006, between the Company and Merrill
Lynch Pierce, Fenner & Smith Incorporated as representative of
the several underwriters named
therein
|
_______________________________________
*
Incorporated
herein by reference to exhibit 10.1 to the Company’s Registration Statement on
Form S-3 filed with the Securities and Exchange Commission on January 30,
2006.
SIGNATURE
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.
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THERAVANCE,
INC.
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|
|
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Date:
February 3, 2006
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By:
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/s/
Mike W. Aguiar
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|
|
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Mike
W. Aguiar
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Senior
Vice President and Chief
Financial Officer
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EXHIBIT
INDEX
Exhibit
No.
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Exhibit
|
99.1*
|
Purchase
Agreement dated February 1, 2006, between the Company and Merrill
Lynch Pierce, Fenner & Smith Incorporated as representative of
the several underwriters named
therein
|
_______________________________________
*
Incorporated
herein by reference to exhibit 10.1 to the Company’s Registration Statement on
Form S-3 filed with the Securities and Exchange Commission on January 30,
2006.