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: February  07, 2012

(Date of earliest event reported)




Theravance, Inc.

(Exact name of registrant as specified in its charter)





Delaware

(State or other jurisdiction 
of incorporation)


000-30319

(Commission File Number)


94-3265960

(IRS Employer 
Identification Number)






901 Gateway Boulevard, South San Francisco, CA

(Address of principal executive offices)

 

94080

(Zip Code)




650-808-6000
(Registrant's telephone number, including area code)




Not Applicable
(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:



 
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 2.02. Results of Operations and Financial Condition



The information in Item 2.02 of this Current Report (including Exhibit 99.1) is being furnished and shall not be deemed "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section. The information in Item 2.02 of this Current Report (including Exhibit 99.1) shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.



On February 9, 2012 Theravance, Inc. (the "Company") issued a press release regarding its financial results for the quarter and full year ended December 31, 2011. A copy of the press release is furnished as Exhibit 99.1 to this Current Report.




Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers



(b)  On February 7, 2012, Jeffrey M. Drazan, a member of the Company's board of directors and the audit and compensation committees of the board of directors, conveyed to the Company that he would not seek re-election at the 2012 annual meeting of stockholders.


Item 9.01. Financial Statements and Exhibits






(d) Exhibits

             99.1       Press Release of Theravance, Inc. dated February  09, 2012






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.








Dated: February  09, 2012



THERAVANCE, INC.


By:  /s/ Michael W. Aguiar                      

     Michael W. Aguiar

     Chief Financial Officer








Exhibit Index



Exhibit No.
Description


99.1
Press Release of Theravance, Inc. dated February  09, 2012