8-K

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) : March 11, 2005 (March 10, 2005)

Encysive Pharmaceuticals Inc.

(Exact name of registrant as specified in its charter)

Delaware	0-20117	13-3532643
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)

4848 Loop Central Drive, Suite 700, Houston, Texas	77081
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: 713-796-8822

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 (see General Instruction A.2. below):

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))

TABLE OF CONTENTS

	Item 1.01. Entry into Material Definitive Agreement.
	Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off Balance Sheet Arrangement of a Registrant.
	Item 3.02. Unregistered Sales of Equity Securities.
	Item 9.01. Financial Statements and Exhibits.
SIGNATURES
INDEX TO EXHIBITS
Press Release

Item 1.01. Entry into Material Definitive Agreement.

     See Item 2.03, which is incorporated herein by reference.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off Balance Sheet Arrangement of a Registrant.

     On March 11, 2005, Encysive Pharmaceuticals Inc. (the “Company”) announced that it had entered into a purchase agreement with initial purchasers relating to the private placement of $115 million aggregate principal amount of its 2.50% Convertible Senior Notes due 2012. The notes will bear interest at a rate of 2.50% per annum and be convertible into the Company’s common stock at an initial conversion rate of 71.7077 shares of common stock per $1,000 principal amount of notes, subject to adjustment (equivalent to a conversion price of approximately $13.95 per share). The Company may redeem the notes on or after March 20, 2010 if the Company’s common stock trades above 140% of the conversion price for a specified period. Upon the occurrence of certain designated events prior to the maturity of the notes, subject to specified exceptions, investors will have the right to require the Company to redeem the notes. The offering is expected to close on March 16, 2005. A copy of the press release announcing the purchase agreement is filed as Exhibit 99.1 to this Form 8-K and is incorporated herein by reference.

Item 3.02. Unregistered Sales of Equity Securities.

     See Item 2.03, which is incorporated herein by reference.

     The Company expects to receive approximately $111.0 million in proceeds (approximately $125.6 million if the initial purchasers’ option is exercised in full) after deducting the initial purchasers’ discount of approximately $3.7 million and estimated offering expenses. The Company intends to use the proceeds of the offering: to fund further clinical development, marketing and pre-launch activities related to Thelin; to fund further its research and development of its product candidates; and for general corporate purposes, including capital expenditures and other working capital requirements. The private placement was exempt from registration under the Securities Act of 1933, as amended, pursuant to Section 4(2) thereof and Rule 144A promulgated thereunder.

     The notes are convertible into the Company’s common stock, initially at the conversion price of approximately $13.95 per share, equal to a conversion rate of approximately 71.7077 shares per $1,000 principal amount of notes, subject to adjustment.

Item 9.01. Financial Statements and Exhibits.

(a)     Financial statements of businesses acquired.

          None.

(b)     Pro forma financial information.

          None.

(c)     Exhibits.

          99.1      Press release.

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: March 11, 2005	/s/ Stephen L. Mueller
	Stephen L. Mueller
	Vice President, Finance and Administration Secretary and Treasurer

INDEX TO EXHIBITS

Exhibit No.	Description
99.1	Press release.

EX-99.1

Exhibit 99.1

Contact:

Investors:	Media:
Ann Tanabe	Daniel Budwick
Director, Investor Relations and Corporate Communications	BMC Communications
Encysive Pharmaceuticals	(212) 477-9007 ext. 14
(713) 796-8822
Stephen L. Mueller
Vice President, Finance and Administration
Encysive Pharmaceuticals
(713) 796-8822
Hershel Berry
The Trout Group
(415) 392-3385

FOR IMMEDIATE RELEASE

Encysive Announces Pricing of $115 Million of Convertible Senior Notes

HOUSTON — March 11, 2005 — Encysive Pharmaceuticals (NASDAQ: ENCY) today announced the pricing of $115 million principal amount of its Convertible Senior Notes due 2012 through a private placement to qualified institutional buyers pursuant to Rule 144A of the Securities Act of 1933, as amended. The notes will bear interest at a rate of 2 ¹/2% per annum and be convertible into Encysive common stock at an initial conversion rate of 71.7077 shares of common stock per $1,000 principal amount of notes, subject to adjustment (equivalent to a conversion price of approximately $13.95 per share). Encysive may redeem the notes on or after March 20, 2010 if Encysive’s common stock trades above 140% of the conversion price for a specified period. Upon the occurrence of certain designated events prior to the maturity of the notes, subject to specified exceptions, investors will have the right to require Encysive to redeem the notes. The offering is expected to close on March 16, 2005.

Encysive has also granted the initial purchasers of the notes a 30-day option to purchase up to an additional $15 million principal amount of the notes.

Encysive intends to use the proceeds of the offering to fund further clinical development, marketing and pre-launch activities related to Thelin; to fund further its research and development of its product candidates; and for general corporate purposes, including capital expenditures and other working capital requirements.

The notes and 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 unless so registered, may not be offered or sold in the United States except

pursuant to an applicable exemption from the registration requirements of the Securities Act of 1933, as amended, and applicable state securities laws.

This press release is neither an offer to sell nor a solicitation of an offer to buy any of these securities and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale is unlawful.

About Encysive Pharmaceuticals Inc.

Encysive Pharmaceuticals Inc. is a biopharmaceutical company engaged in the discovery, development and commercialization of novel, synthetic, small molecule compounds to address unmet medical needs. Our research and development programs are predominantly focused on the treatment and prevention of interrelated diseases of the vascular endothelium and exploit our expertise in the area of the intravascular inflammatory process, referred to as the inflammatory cascade, and vascular diseases. We have successfully developed one FDA approved drug, Argatroban, for the treatment of heparin-induced thrombocytopenia that is marketed by GlaxoSmithKline. Our lead drug candidate, Thelin^TM (sitaxsentan), is an endothelin receptor antagonist that has completed final Phase III clinical trials for the treatment of pulmonary arterial hypertension. In addition, we have earlier stage clinical product candidates in development including TBC3711, a next generation endothelin receptor antagonist, and bimosiamose, being developed by our majority-owned German affiliate, Revotar Biopharmaceuticals AG. To learn more about Encysive Pharmaceuticals please visit our web site: www.encysive.com.

This press release contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements are subject to certain risks, trends and uncertainties that could cause actual results to differ materially from those projected. Among those risks, trends and uncertainties are our estimate of the sufficiency of our existing capital resources, our ability to raise additional capital to fund cash requirements for future operations, timelines for initiating new clinical trials, planned announcements of clinical data, the possibility of obtaining regulatory approval, our ability to manufacture and sell any products, potential drug candidates, their potential therapeutic effect, market acceptance or our ability to earn a profit from sales or licenses of any drug candidate, our ability to discover new drugs in the future, and our ability to establish future collaborative arrangements. In particular, careful consideration should be given to cautionary statements made in the various reports Encysive, including as Texas Biotechnology Corporation, has filed with the Securities and Exchange Commission. Encysive undertakes no duty to update or revise these forward-looking statements.