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):  October 23, 2006

United Therapeutics Corporation

(Exact Name of Registrant as Specified in Charter)

Registrant’s telephone number, including area code:
(301) 608-9292

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:

 

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Item 7.01.  Regulation FD Disclosure

On October 23, 2006, United Therapeutics Corporation (the “Company”) issued a press release announcing that it intends to commence, subject to market and other conditions, a private placement offering of $210 million of convertible senior notes due 2011.  A copy of the press release is attached as Exhibit 99.1 and is incorporated herein by reference.

Also on October 23, 2006, the Company issued a press release discussing the adoption of a stock repurchase plan and containing certain preliminary information regarding the estimated financial and operating results of the Company for the quarter ended September 30, 2006 and certain clinical trial update information.  A copy of the press release is attached as Exhibit 99.2 and is incorporated by reference.

The information contained in this report is neither an offer to sell nor a solicitation of an offer to buy any of the notes.  The notes to be offered and the common stock issuable upon conversion of the notes have not been registered under the Securities Act of 1933, as amended, or applicable state securities laws, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act of 1933, as amended, and applicable state securities laws.

This information is furnished pursuant to Item 7.01 of Form 8-K and shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to liability under that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except as shall be expressly set forth by specific reference in such filing.  By filing this report on Form 8-K and furnishing this information, the Company makes no admission as to the materiality of any information in this report that is required to be disclosed solely by reason of Regulation FD.

Item 9.01.  Exhibits

This information shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to liability under that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except as shall be expressly set forth by specific reference in such filing.

(d)  Exhibits

Exhibit No.		Description of Exhibit
99.1		Press release dated October 23, 2006, announcing the offering of the notes.
99.2		Press release dated October 23, 2006, announcing stock repurchase plan, certain preliminary financial information and clinical trial information.

 

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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.

	UNITED THERAPEUTICS CORPORATION
Dated: October 23, 2006	By:	/s/ Paul A. Mahon
	Name:		Paul A. Mahon
	Title:		General Counsel

 

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Exhibit Index

Exhibit No.		Description of Exhibit
99.1		Press release dated October 23, 2006, announcing the offering of the notes.
99.2		Press release dated October 23, 2006, announcing stock repurchase plan, certain preliminary financial information and clinical trial information.

 

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