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)
June 26, 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):
On June 27, 2007, all of the holders of Series A convertible preferred stock (the Series A Preferred Stock) and Series B convertible preferred stock (the Series B Preferred Stock, and, collectively with the Series A Preferred Stock, the Preferred Stock) of Pharsight Corporation (the Company) notified the Company of their election to convert all of their shares of Preferred Stock into shares of the Companys common stock (the Common Stock) pursuant to the Companys Certificate of Designations of Series A and Series B Convertible Preferred Stock (the Certificate of Designations).
As of June 27, 2007, there were 1,814, 662 shares of Series A Preferred Stock outstanding and 199,559 shares of Series B Preferred Stock outstanding. Each share of Preferred Stock is convertible into four shares of Common Stock. Upon conversion, the aggregate 2,014,221 shares of Preferred Stock will convert into an aggregate of 8,056,884 shares of Common Stock.
On June 26, 2007, the board of directors appointed John Schickling as a director, effective as of June 26, 2007. The board of directors has not yet determined on which committees, if any, Mr. Schickling will serve.
Mr. Schickling will participate in the non-employee director compensation arrangements described in the Companys 2006 proxy statement. Under the terms of those arrangements, Mr. Schickling will receive, among other things, annual compensation of $12,000, a cash payment of $2,000 for each board meeting attended, and an initial option to purchase 100,000 shares of the Companys common stock, which vests monthly over a two-year period. In addition, it is expected that Mr. Schickling will execute the Companys standard form of indemnification agreement.
The Companys press release announcing Mr. Schicklings appointment is attached hereto as Exhibit 99.1.
In addition, on June 26, 2007, Philippe Chambon, a member of the board of directors of Pharsight Corporation (the Company), notified the Company that he will not stand for re-election to the board of directors at the Companys 2007 annual meeting of stockholders, scheduled to be held August 8, 2007. Dr. Chambon is expected to remain on the board of directors until the Companys 2007 annual meeting.
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: June 29, 2007