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FORM S-1
THERAVANCE INC
(Securities Registration Statement)
Filed 6/10/2004
Address901 GATEWAY BLVDSOUTH SAN FRANCISCO, California 94080Telephone650-808-6000CIK0001080014Fiscal Year12/31
 
 
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As filed with the Securities and Exchange Commission on June 10, 2004.Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-1
REGISTRATION STATEMENTUNDERTHE SECURITIES ACT OF 1933
Theravance, Inc.
(Exact Name of Registrant as Specified in its Charter)
901 Gateway BoulevardSouth San Francisco, California 94080(650) 808-6000
(Address, including zip code, and telephone number, includingarea code, of registrant's principal executive offices)
Rick E WinninghamChief Executive Officer901 Gateway BoulevardSouth San Francisco, California 94080(650) 808-6000
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Delaware
(State or Other Jurisdiction of Incorporation or Organization)
2834
(Primary Standard IndustrialClassification Code Number)
94-3265960
(I.R.S. EmployerIdentification Number)
Copies to:
Robert V. Gunderson, Jr., Esq.Jay K. Hachigian, Esq.David T. Young, Esq.John F. Dietz, Esq.Gunderson Dettmer StoughVilleneuve Franklin & Hachigian, LLP155 Constitution DriveMenlo Park, CA 94025(650) 321-2400Alan F. Denenberg, Esq.Davis Polk & Wardwell1600 El Camino RealMenlo Park, CA 94025(650) 752-2000
 
Approximate date of commencement of proposed sale to the public:As soon as practicable after the effective date of this registration statement.
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 underthe Securities Act of 1933, as amended, check the following box. / / If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check thefollowing box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. / / If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list theSecurities Act registration statement number of the earlier effective registration statement for the same offering. / / If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list theSecurities Act registration statement number of the earlier effective registration statement for the same offering. / / If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. / / 
CALCULATION OF REGISTRATION FEE
(1)
Title of Each Class of Securities to be RegisteredProposed MaximumAggregateOffering Price(1)Amount of Registration Fee
Common Stock, $0.01 par value $96,000,000 $12,163.20Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(o) under the Securities Act of 1933, asamended.
The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective dateuntil the registrant shall file a further amendment which specifically states that this registration statement shall thereafter becomeeffective in accordance with Section 8(a) of the Securities Act of 1933 or until this registration statement shall become effective on suchdate as the Commission, acting pursuant to said Section 8(a), may determine.
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