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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): February 25, 2000
CV THERAPEUTICS, INC.
(Exact name of registrant as specified in its charter)
Delaware 0-21643 43-1570294
(State of jurisdiction) (Commission File No.) (IRS Employer Identification No.)
3172 Porter Drive
Palo Alto, CA 94304
(Address of principal executive offices and zip code)
Registrant's telephone number, including area code: (650) 812-0585
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Item 5. OTHER EVENTS
On February 25, 2000, CV Therapeutics, Inc. announced its intention
to issue $125 million aggregate principal amount of convertible subordinated
notes ($143.8 million if the over-allotment option is exercised in full). A
press release relating to the issuance is attached hereto as Exhibit 99.1.
Item 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(c) Exhibits
99.1 Press Release dated February 25, 2000
2.
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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 hereunto duly authorized.
CV THERAPEUTICS, INC.
Dated: February 25, 2000 By: /s/ Daniel K. Spiegelman
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Daniel K. Spiegelman
Senior Vice President, Chief
Financial Officer
3.
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EXHIBIT INDEX
Exhibit
Number Description
- ------ -----------
99.1 Press Release titled "CV Therapeutics Announces Proposed
Issuance of Convertible Subordinated Notes" dated February 25,
2000.
4.
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EXHIBIT 99.1
CV THERAPEUTICS ANNOUNCES PROPOSED ISSUANCE OF
CONVERTIBLE SUBORDINATED NOTES
PALO ALTO, CA (February 25, 2000) - CV Therapeutics, Inc. (Nasdaq:
CVTX) announced today that it intends to issue $125.0 million aggregate
principal amount of convertible subordinated notes ($143.8 million if the
over-allotment option is exercised in full).
It intends to sell the notes in a private offering to qualified
institutional buyers under Rule 144A of the Securities Act of 1933, as
amended. The notes will be convertible into shares of CV Therapeutics' common
stock and will have a seven-year term.
The net proceeds of the offering will be used by CV Therapeutics to
fund clinical trials, preclinical studies, research and development
activities, working capital and general corporate purposes. The offering is
subject to market conditions and other factors.
The notes to be offered will not be registered under the Securities
Act or applicable state securities laws, and may not be offered or sold in
the United States absent registration under the Securities Act and applicable
state securities laws or available exemptions from the registration
requirements.
In addition to historical information, this press release contains
forward-looking statements that involve risks and uncertainties, including,
but not limited to, uncertainties related to the offering of the notes and
the application of proceeds from the proposed offering. Actual results could
differ materially.
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