UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM 8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of
the
Securities Exchange Act of 1934
Date
of
Report (Date of earliest event reported): November 2, 2007
VANDA
PHARMACEUTICALS INC.
(Exact
name of Registrant as specified in its charter)
Delaware
(State
or
other jurisdiction of incorporation)
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000-51863
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03-0491827
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(Commission
File No.)
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(IRS
Employer Identification No.)
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9605
Medical Center Drive
Suite 300
Rockville,
Maryland 20850
(Address
of principal executive offices and zip code)
Registrant’s
telephone number, including area code: (240)
599-4500
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Not
Applicable
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(Former
Name or Former Address, if Changed Since Last
Report)
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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:
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o
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR 240.14d-2(b))
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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR 240.13e-4(c))
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Item
8.01. Other Events.
On
November 2, 2007, Vanda Pharmaceuticals Inc. (the “Company”) announced that,
despite strong demand, it no longer intends to offer convertible senior notes.
The decision not to pursue a convertible note offering at this time was due
principally to prevailing market conditions resulting in note terms that were
not acceptable to the Company. The full text of the Company’s press release is
attached hereto as Exhibit 99.1.
Item
9.01. Financial Statements and Exhibits.
(d) Exhibits
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Exhibit No.
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Description
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99.1
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Press
release of Vanda Pharmaceuticals Inc. dated November 2,
2007.
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SIGNATURE
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.
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VANDA
PHARMACEUTICALS INC.
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By:
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/s/
Steven A. Shallcross
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Name:
Steven A. Shallcross
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Title:
Senior Vice President, Chief Financial
Officer
and Treasurer
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Dated:
November 2, 2007
PRESS
RELEASE
VANDA
PHARMACEUTICALS ANNOUNCES THAT IT NO LONGER INTENDS TO OFFER
CONVERTIBLE
SENIOR NOTES
ROCKVILLE,
Md.,
-
November 2, 2007 - /PRNewswire-FirstCall/ Vanda
Pharmaceuticals Inc. (NASDAQ: VNDA) announced that, despite strong demand,
it no
longer intends to offer convertible senior notes. The decision not to pursue
a
convertible note offering at this time was due principally to prevailing
market
conditions resulting in note terms that were not acceptable to the
Company.
Note
Regarding Forward-Looking Statements
This
release contains forward-looking statements within the meaning of Section
21E of
the Securities Exchange Act of 1934, as amended, including statements regarding
Vanda's plans for its product candidates. Words such as, but not limited
to,
“look forward to,” “believe,” “expect,” “anticipate,” “estimate,” “intend,”
“plan,” “targets,” “likely,” “will,” “would,” “should,” and “could,” and similar
expressions or words identify forward-looking statements. Such forward-looking
statements are based upon current expectations that involve risks, changes
in
circumstances, assumptions and uncertainties. Vanda is at an early stage
of
development and may not ever have any products that generate significant
revenue. Important factors that could cause actual results to differ materially
from those reflected in Vanda's forward-looking statements include, among
others, a failure of Vanda's product candidates to be demonstrably safe and
effective, a failure to obtain regulatory approval for the company's products
or
to comply with ongoing regulatory requirements, a lack of acceptance of Vanda's
product candidates in the marketplace, a failure of the company to become
or
remain profitable, Vanda's inability to obtain the capital necessary to fund
its
research and development activities, a loss of any of the company's key
scientists or management personnel, and other factors that are described
in the
“Risk Factors” section (Part II, Item 1A) of Vanda's report on Form 10-Q for the
quarter ended June 30, 2007 (File No. 000-51863). No forward-looking statements
can be guaranteed and actual results may differ materially from such statements.
The information in this release is provided only as of the date of this release,
and Vanda undertakes no obligation to update any forward-looking statements
contained in this release on account of new information, future events, or
otherwise, except as required by law.
#
# #
Vanda
Pharmaceuticals Inc. • 9605 Medical Center Drive • Suite 300 • Rockville, MD
20850 USA • p 240.599.4500 • f 301.294.1900
www.vandapharma.com