Unassociated Document
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 1)*

 
THERAVANCE, INC.
(Name of Issuer)

Common Stock
(Title of Class of Securities)

88338T104
(CUSIP Number)

Victoria A. Whyte
GlaxoSmithKline plc
980 Great West Road
Brentford, Middlesex TW8 9GS
Telephone: +44 (0)208 047 5000
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

April 2, 2012
(Date of Event which Requires Filing of this Statement)


If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.  o

Note:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See § 240.13d-7(b) for other parties to whom copies are to be sent.

*           The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act.
     
 

 
 
 
CUSIP No.         88338T104
SCHEDULE 13D
 
Page 2 of 9
 

1
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
GlaxoSmithKline plc
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* 
 (a) o
 (b) o
3
SEC USE ONLY
4
SOURCE OF FUNDS
WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
6
CITIZENSHIP OR PLACE OF ORGANIZATION
England and Wales
NUMBER OF SHARES
7
SOLE VOTING POWER
-0-
BENEFICIALLY OWNED BY
8
SHARED VOTING POWER
15,814,421 shares of Common Stock (See Items 5(a) and 5(b))
EACH REPORTING PERSON
9
SOLE DISPOSITIVE POWER
-0-
WITH
10
SHARED DISPOSITIVE POWER
15,814,421 shares of Common Stock (See Items 5(a) and 5(b))
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,814,421 shares of Common Stock (See Item 5(a))
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
18.3% of the shares of Common Stock (See Item 5(a))
14
TYPE OF REPORTING PERSON
CO
 
     
 

 
 
 
CUSIP No.                     88338T104
SCHEDULE 13D
 
Page 3 of 9
 

Item 1.                     Security and Issuer.
 
This Amendment No. 1 to Schedule 13D amends and supplements the statement on Schedule 13D originally filed on December 9, 2010 (the “Schedule 13D” and as amended by this Amendment No. 1, the “Statement”) with respect to the shares of common stock, par value $0.01 per share (the “Common Stock”), of Theravance, Inc., a Delaware corporation (the “Issuer”).  The Issuer’s principle executive offices are located at 901 Gateway Blvd., South San Francisco, CA 94080. Unless otherwise indicated, each capitalized term used but not defined herein shall have the meaning assigned to such term in the Schedule 13D.
 
Item 2.                     Identity and Background.
 
The response set forth in Item 2 of the Schedule 13D is hereby amended by deleting Schedule 1 in its entirety and replacing it with Schedule 1 attached hereto.
 
Item 3.                     Source and Amount of Funds or Other Consideration.
 
The response set forth in Item 3 of the Schedule 13D is hereby amended and supplemented by adding the following:
 
On February 14, 2012, Glaxo Group Limited (“GGL”) acquired 88,468 shares of Common Stock for total consideration of $1,603,040.16, which consideration was obtained from the working capital of GGL.  GGL expects to acquire 10,000,000 shares of Common Stock pursuant to the 2012 Common Stock Purchase Agreement described below for total consideration of $212,887,000.00 which consideration is expected to be obtained from the working capital of GGL.
 
Item 4.                     Purpose of Transaction.
 
The response set forth in Item 4 of the Schedule 13D is hereby amended and supplemented by adding the following:
 
On April 2, 2012, GGL and GlaxoSmithKline LLC (“GSK”) entered into a Common Stock Purchase Agreement with the Issuer (the “2012 Common Stock Purchase Agreement”), pursuant to which the Issuer agreed to issue and sell, and GGL agreed to purchase, 10,000,000 shares of Common Stock (the “Shares”) for $21.2887 per share for an aggregate purchase price of $212,887,000.00 (the “Purchase”).  Consummation of the Purchase is subject to certain conditions, including the expiration of the waiting period under the Hart-Scott-Rodino Act and the approval of the issuance of the Shares by holders of a majority of Common Stock present and eligible to vote at a meeting of such holders.  The description of the 2012 Common Stock Purchase Agreement in this Item 4 is qualified in its entirety by reference to the full text of the 2012 Common Stock Purchase Agreement, a copy of which is attached as Exhibit 5 hereto and incorporated herein by reference.
     
 

 
 
 
CUSIP No.         88338T104
SCHEDULE 13D
 
Page 4 of 9
 
 
In addition to the transactions described above, GSK has the right to purchase shares of Common Stock from the Issuer on a quarterly basis in the amount sufficient to maintain its ownership percentage in the Issuer taking into account the preceding quarter’s option exercise and equity vesting activity (the “Quarterly Right”).  In connection with the Quarterly Right, on February 14, 2012, GGL acquired 88,468 shares of Common Stock pursuant to an agreement in a form substantially similar to the Common Stock Purchase Agreement.  The total consideration paid by GGL was $1,603,040.16.  GSK currently expects that GGL will continue to exercise the Quarterly Right in the future.
 
Item 5.                     Interest in Securities of the Issuer.
 
The response set forth in Item 5 of the Schedule 13D is hereby amended by deleting the previous response in its entirety and replacing it with the following:
 
(a) GlaxoSmithKline plc beneficially owns 15,814,421 shares of Common Stock, which represents 18.3% of the 86,149,162 shares of Common Stock outstanding.
 
(b)           Subject to the limitations described in Item 4 of this Statement, GlaxoSmithKline plc has the sole power to vote or direct the vote, and the sole power to dispose or to direct the disposition of all 15,814,421 shares of Common Stock described in Item 5(a).
 
(c)           Except as described herein, no transactions in shares of Common Stock were effected during the past 60 days by GlaxoSmithKline plc.
 
(d)           No person, other than GlaxoSmithKline plc, is known to have the right to receive or the power to direct the receipt of dividends from, or any proceeds from the sale of, the shares of Common Stock beneficially owned by GlaxoSmithKline plc.
 
(e)           Not applicable.
 
Item 6.
Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
 
The response set forth in Item 6 of the Schedule 13D is hereby amended by adding to the end of Item 6 the following:
 
In connection with the entry into the 2012 Common Stock Purchase Agreement, the Issuer’s directors and executive officers have agreed to vote any shares of Common Stock beneficially held by them that are eligible to vote at the Issuer’s stockholder meeting in favor of approving the issuance of the Shares to GGL.
 
Item 7.                      Material To Be Filed As Exhibits.
 
The response set forth in Item 7 of the Schedule 13D is hereby amended by adding to the end of Item 7 the following:

 
     
 

 
 
 
CUSIP No.         88338T104
SCHEDULE 13D
 
Page 5 of 9
 
 
                      
 
Exhibit
Name
 
5
Common Stock Purchase Agreement, dated April 2, 2012, by and among the Issuer, GGL and GSK, a copy of which is incorporated by reference from Exhibit 10.1 to the Current Report on Form 8-K filed by the Issuer on April 2, 2012.
 
 
 
 
 
     
 

 
 
 
CUSIP No.         88338T104
SCHEDULE 13D
 
Page 6 of 9
 
 
SIGNATURE
 
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Statement is true, complete and correct.
 
 
  GLAXOSMITHKLINE PLC
   
 
/s/  Victoria A. Whyte                                                     
By:   Victoria A. Whyte
Title: Company Secretary

 
 
 
 
 
 
 
 
 
     
 

 
 
 
CUSIP No.         88338T104
SCHEDULE 13D
 
Page 7 of 9
 
SCHEDULE I

Name
Business Address
Principal Occupation or Employment
Citizenship
 
 
Board of Directors
      
Sir Andrew Witty
980 Great West Road
Brentford
Middlesex, England
TW8 9GS
Chief Executive Officer
British
Simon Dingemans
980 Great West Road
Brentford
Middlesex, England
TW8 9GS
Chief Financial Officer
British
Dr. Moncef Slaoui
980 Great West Road
Brentford
Middlesex, England
TW8 9GS
Executive Director
Chairman Research & Development
Moroccan & Belgian
Sir Christopher Gent
980 Great West Road
Brentford
Middlesex, England
TW8 9GS
Chairman and Company Director
British
Professor Sir Roy Anderson
980 Great West Road
Brentford
Middlesex, England
TW8 9GS
Company Director
British
Dr. Stephanie Burns
980 Great West Road
Brentford
Middlesex, England
TW8 9GS
Company Director
US
Stacey Cartwright
980 Great West Road
Brentford
Middlesex, England
TW8 9GS
Company Director
British
Lawrence Culp
980 Great West Road
Brentford
Middlesex, England
TW8 9GS
Company Director
US
Sir Crispin Davis
980 Great West Road
Brentford
Middlesex, England
TW8 9GS
Company Director
British
Judy Lewent
980 Great West Road
Brentford
Middlesex, England
TW8 9GS
Company Director
US
 
 
     
 

 
 
 
CUSIP No.         88338T104
SCHEDULE 13D
 
Page 8 of 9
 
 
Name
Business Address
Principal Occupation or Employment
Citizenship
       
James Murdoch
980 Great West Road
Brentford
Middlesex, England
TW8 9GS
Company Director
British
Dr. Daniel Podolsky
980 Great West Road
Brentford
Middlesex, England
TW8 9GS
Company Director
US
Tom de Swaan
980 Great West Road
Brentford
Middlesex, England
TW8 9GS
Company Director
Dutch
Sir Robert Wilson
980 Great West Road
Brentford
Middlesex, England
TW8 9GS
Company Director
British
       
Corporate Executive Team
      
Sir Andrew Witty
980 Great West Road
Brentford
Middlesex, England
TW8 9GS
Chief Executive Officer
British
Simon Dingemans
980 Great West Road
Brentford
Middlesex, England
TW8 9GS
Executive Director and Chief Financial Officer
British
Dr. Moncef Slaoui
980 Great West Road
Brentford
Middlesex, England
TW8 9GS
Executive Director
Chairman Research & Development
Moroccan & Belgian
Simon Bicknell
980 Great West Road
Brentford
Middlesex, England
TW8 9GS
Senior Vice President, Governance, Ethics and Assurance
British
Deirdre Connelly
One Franklin Plaza
Philadelphia, PA
19102
President,
Pharmaceuticals, North America
US
Marc Dunoyer
 
980 Great West Road
Brentford
Middlesex, England
TW8 9GS
Global Head – Rare Diseases Unit
French
 
     
 

 
 
 
CUSIP No.         88338T104
SCHEDULE 13D
 
Page 9 of 9
 
Name
Business Address
Principal Occupation or Employment
Citizenship
 
       
Edward Gray
980 Great West Road
Brentford
Middlesex, England
TW8 9GS
President,
Pharmaceuticals Europe
British
Abbas Hussain
150 Beach Road
22-00 Gateway West
189720
Singapore
President, Emerging Markets & Asia Pacific
 
British
William Louv
Five Moore Drive
PO Box 13398
Research Triangle Park
North Carolina 27709
Senior Vice President, Core Business Services & Chief Information Officer
US
Dr. David Pulman
Five Moore Drive
PO Box 13398
Research Triangle Park
North Carolina 27709
President,
Global Manufacturing & Supply
British
David Redfern
980 Great West Road
Brentford
Middlesex, England
TW8 9GS
Chief Strategy Officer
British
Christophe Weber
Avenue Pascal 2/6
B-100 Wavre
Belgium
President, Biologicals
French
Claire Thomas
980 Great West Road
Brentford
Middlesex, England
TW8 9GS
Senior Vice President,
Human Resources
British
Phil Thomson
980 Great West Road
Brentford
Middlesex, England
TW8 9GS
Senior Vice President, Global Communications
British
Daniel Troy
One Franklin Plaza
Philadelphia, PA
19102
Senior Vice President & General Counsel
US
Dr. Patrick Vallance
980 Great West Road
Brentford
Middlesex, England
TW8 9GS
President, Pharmaceuticals, R&D
British
Emma Walmsley
980 Great West Road
Brentford
Middlesex, England
TW8 9GS
President, Consumer Healthcare Worldwide
British