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As filed with the Securities and Exchange Commission on August 16, 2000
Registration No. 333-________
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES AND 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 0-21643 45-1570294
(STATE OR OTHER JURISDICTION OF (COMMISSION FILE (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) NO.) IDENTIFICATION NO.)
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3172 PORTER DRIVE
PALO ALTO, CALIFORNIA 94304
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES INCLUDING ZIP CODE)
(650) 812-0585
(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
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ITEM 5. OTHER EVENTS
On August 8, 2000, the Registrant publicly disseminated a press release
announcing that the Registrant had entered into a common stock purchase
agreement for the sale of up to an aggregate of $120,000,000 of the Registrant's
Common Stock. The shares had been registered pursuant to an effective
Registration Statement on Form S-3. Pursuant to the common stock purchase
agreement, the Registrant may sell up to $120,000,000 of the Registrant's Common
Stock, at a small discount to the market price, to Acqua Wellington North
American Equities Fund, Ltd. ("Acqua Wellington").
The foregoing description is qualified in its entirety by reference to
the following documents, each of which is incorporated herein by reference: (i)
the Common Stock Purchase Agreement, dated as of August 7, 2000, by and between
the Registrant and Acqua Wellington, a copy of which is attached hereto as
Exhibit 10.1 and (ii) the Registrant's Press Release dated August 8, 2000, a
copy of which is attached hereto as Exhibit 99.1.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(c) Exhibits.
10.1 Common Stock Purchase Agreement, dated as of August 7,
2000, by and between the Registrant and Acqua
Wellington.
99.1 Registrant's Press Release dated August 8, 2000.
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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 thereunto duly authorized.
CV THERAPEUTICS, INC.
By: /S/ DANIEL K. SPIEGELMAN
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Daniel K. Spiegelman
SENIOR VICE PRESIDENT AND CHIEF FINANCIAL OFFICER
(Principal financial and accounting officer)
