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 30, 2004
ENCYSIVE PHARMACEUTICALS INC.
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(Exact name of registrant as specified in its charter)
DELAWARE 0-20117 13-3532643
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
6700 WEST LOOP, 4TH FLOOR, BELLAIRE, TEXAS 77401
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 713-796-8822
Not Applicable
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(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):
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
ITEM 8.01 OTHER EVENTS.
On November 29, 2004, Stephen L. Mueller, Vice President, Finance and
Administration, Secretary and Treasurer of Encysive Pharmaceuticals Inc. (the
"Company"), entered into a written Sales Plan (the "Plan") under Rule 10b5-1 of
the Securities Exchange Act of 1934 pursuant to which he will sell up to 14,817
shares of the Company's common stock in March 2005. The primary reason that Mr.
Mueller is selling the shares is to pay taxes due upon the vesting of certain
shares of restricted common stock of the Company held by him. The foregoing
description of the Plan does not purport to be complete and is qualified in its
entirety by reference to the Plan, which is attached as Exhibit 99.1 hereto,
and is incorporated herein by reference.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
99.1 Sales Plan between Stephen L. Mueller and BNY Investment Center Inc.
[SIGNATURE PAGE FOLLOWS]
SIGNATURES
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.
ENCYSIVE PHARMACEUTICALS INC.
(Registrant)
Date: November 30, 2004
/s/ Stephen L. Mueller
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Stephen L. Mueller
Vice President, Finance and Administration
Secretary and Treasurer
INDEX TO EXHIBITS
EXHIBIT NO. DESCRIPTION
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99.1 Sales Plan between Stephen L. Mueller and BNY Investment Center Inc.