PHARSIGHT CORP 8-K 2007
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
November 13, 2007
(Exact name of registrant as specified in its charter)
321 E. Evelyn Avenue, 3rd Floor
Mountain View, California 94041-1530
(Address of principal executive offices, including zip code)
(Registrants telephone number, including area code)
(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 (see General Instruction A.2. below):
The information set forth in Item 5.03 is incorporated herein by reference.
On August 8, 2007, at its annual meeting of stockholders, Pharsight Corporation, a Delaware corporation (Pharsight or the Company) received stockholder approval of a proposal authorizing the Pharsight Board of Directors, in its discretion, to effect a reverse split of Pharsights common stock, par value $0.001 per share (the Common Stock), at a ratio within a range from one-for-three to one-for-six shares. On October 18, 2007, the Pharsight Board of Directors approved the implementation of a reverse stock split at a ratio of one-for-three shares (the Reverse Stock Split).
On November 13, 2007, Pharsight filed a Certificate of Amendment to its Amended and Restated Certificate of Incorporation with the Delaware Secretary of State to effect the Reverse Stock Split. A copy of the Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Pharsight is attached hereto as Exhibit 3.1.
On November 13, 2007, at 5:00 p.m. Eastern Time, the Reverse Stock Split became effective. At that time, each three (3) outstanding shares of Common Stock of Pharsight were combined into and automatically became one (1) outstanding share of Common Stock of Pharsight. The Reverse Stock Split reduced the number of outstanding shares of Pharsights Common Stock from approximately 28.2 million shares to approximately 9.4 million shares. No fractional shares were or will be issued in connection with the Reverse Stock Split. Cash will be issued in lieu of fractional shares. Additional information about the Reverse Stock Split is available in Pharsights definitive proxy statement filed with the Securities and Exchange Commission on June 29, 2007.
The following exhibits are filed herewith:
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: November 13, 2007