<PAGE>
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): March 1, 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
<PAGE>
Item 5. OTHER EVENTS
On March 1, 2000, CV Therapeutics, Inc. entered into a
purchase agreement providing for the sale, to certain initial
purchasers, of $175.0 million of convertible subordinated
debentures ($201.3 million if the over-allotment option is exercised in
full) A press release relating to the notes is attached hereto as
Exhibit 99.1.
Item 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
EXHIBITS
(c) Exhibits
99.1 Press Release dated March 2, 2000
2.
<PAGE>
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: March 3, 2000 By: /s/ Daniel K. Spiegelman
--------------------------------
Daniel K. Spiegelman
Senior Vice President, Chief
Financial Officer
3.
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
Number Description
- ------ -----------
<S> <C>
99.1 Press Release titled "CV Therapeutics Announces Offering of
Convertible Subordinated Notes" dated March 2, 2000.
</TABLE>
4.
<PAGE>
CV THERAPEUTICS ANNOUNCES OFFERING OF CONVERTIBLE
SUBORDINATED NOTES
PALO ALTO, CA (March 2, 2000) - CV Therapeutics, Inc. (Nasdaq: CVTX)
announced today that it has entered into a purchase agreement providing for the
sale to certain initial purchasers of $175.0 million aggregate principal amount
of convertible subordinated notes ($201.3 million if the over-allotment option
is exercised in full).
The offering of the notes, which was made to qualified institutional
buyers under Rule 144A of the Securities Act of 1933, as amended, is expected to
close on March 7, 2000. The notes will be convertible into shares of CV
Therapeutics' common stock and will have a seven-year term.
Interest on the notes will accrue at a rate of 4.75% per year, subject
to adjustment in certain circumstances. The notes will mature on March 7, 2007
and will be convertible into shares of CV Therapeutics' common stock at a
conversion price of $63.84 per share, subject to adjustment in certain
circumstances.
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
certain closing conditions.
The notes 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 offering. Actual results could differ
materially.
-end-
5.
