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):

June 1523, 2005

VICURON PHARMACEUTICALS, INC.

(Exact name of registrant as specified in its charter)

Delaware

000-31145

04-3278032

(State or Other Jurisdiction

of Incorporation)

(Commission File Number)

(I.R.S. Employer

Identification Number)

455 South Gulph Road, Suite 305, King of Prussia PA 19406

(Address of principal executive offices) (Zip Code)

(610) 205-2300

(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:

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

x	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 17.01. ~~Entry~~Regulation ~~into~~FD ~~a Material Definitive Agreement~~Disclosure.

On June 1523, 2005, ~~Pfizer~~at ~~Inc.,~~the arequest ~~Delaware~~of ~~corporation~~the ~~(“Parent”), Viper~~Italian ~~Acquisition~~regulatory ~~Corp.~~authorities, ~~a Delaware corporation and subsidiary of Parent (“Merger Sub”), and~~ Vicuron Pharmaceuticals, Inc., ~~a Delaware corporation~~ (“Vicuron”), issued ~~entered~~a ~~into~~press anrelease ~~Agreement~~in ~~and~~Italy ~~Plan~~providing ofadditional ~~Merger~~information (regarding the ~~“Merger Agreement”),~~proposed ~~pursuant~~merger towith ~~which,~~Pfizer ~~subject~~Inc. to(“Pfizer”) ~~satisfaction~~announced oron ~~waiver~~June ~~of the conditions therein~~15, ~~Merger~~2005. ~~Sub~~The ~~will~~full ~~merge~~text ~~with~~of ~~and~~an ~~into~~English ~~Vicuron~~translation (of the ~~“Merger”)~~press ~~and~~release ~~Vicuron~~is ~~will~~attached ~~become~~as aExhibit ~~wholly~~99.1 to ~~owned~~this ~~subsidiary~~Current ~~of Parent~~Report.

~~Under~~The ~~the~~information ~~terms~~furnished under Item 7.01 of ~~the~~this ~~Merger~~Current ~~Agreement,~~Report ~~upon~~on ~~consummation~~Form of8-K, ~~the~~including ~~Merger~~Exhibit 99.1, ~~holders~~ shall not be deemed to be “filed” for purposes of ~~common~~Section ~~stock~~18 of ~~Vicuron~~the ~~(other~~Securities ~~than~~Exchange ~~stockholders~~Act ~~who~~of ~~exercise~~1934, ~~appraisal~~as ~~rights~~amended ~~under~~(the ~~Delaware~~“Exchange ~~law~~Act”), inor ~~each~~incorporated ~~case~~by ~~issued~~reference in ~~and~~any ~~outstanding~~filing ~~immediately~~under ~~prior~~the toExchange Act or the ~~consummation~~Securities Act of ~~the~~1933, ~~Merger~~as amended, ~~will~~except ~~receive~~as ~~$29.10~~may ~~per~~be ~~share~~expressly set forth by specific reference in ~~cash~~such filing.

InCautionary ~~addition,~~Note ~~each~~Regarding ~~option~~Forward-Looking toStatements acquire Vicuron common stock outstanding immediately prior to the consummation of the Merger will, upon consummation of the Merger, be converted into the right to receive an amount in cash equal to the excess of $29.10 minus the exercise price of the option.

This report contains forward-looking statements that predict or describe future events or trends. Words such as “believes,” “anticipates,” “plans,” “expects,” “will,” “intends” and similar expressions are intended to identify forward-looking statements. The ~~Merger~~matters isdescribed ~~conditioned~~in ~~upon~~these forward-looking statements are subject to known and unknown risks, ~~among~~uncertainties and other ~~things~~unpredictable factors, many of which are beyond Vicuron’s control, which may cause actual results to differ materially and adversely from any future results, performance or achievement expressed or implied by such forward-looking statements. Such factors include, without limitation, the ~~adoption~~possibilities that clinical trials and the results thereof might be delayed or unsuccessful, that the timing of the filing of any amendment to any ~~Merger~~new ~~Agreement~~drug application or any amendment to a new drug application might be delayed, that clinical trials might indicate that a product candidate is unsafe or ineffective, that the FDA might require additional information to be submitted and additional actions to be taken before Vicuron will make any decision, that any filed new drug application may not be approved by the ~~stockholders~~FDA, that ongoing proprietary and collaborative research might not occur or yield useful results, that the pipeline may not yield a new clinical candidate or a commercial product, that a third party may not be willing to license product candidates on terms acceptable to it or at all, that competitors might develop superior substitutes for Vicuron’s products or market these competitive products more effectively, that one or more of Vicuron’s product candidates may not be commercialized successfully, ~~clearance~~and ~~under~~that the ~~Hart-Scott-Rodino~~merger ~~Antitrust~~with ~~Improvements~~Pfizer ~~Act~~may be delayed or not consummated for a variety of ~~1976~~reasons, including, without limitation, the failure of a closing condition, the failure to obtain approval from the Vicuron stockholders or the applicable regulatory authorities. The reports that Vicuron files with the U.S. Securities and Exchange Commission contain a fuller description of these and many other ~~customary~~risks ~~conditions~~to which Vicuron is subject. Because of those risks, Vicuron’s actual results, performance or achievements may differ materially from the results, performance or achievements contemplated by its forward-looking statements and the merger may not be consummated. The information set forth in this report represents management’s current expectations and intentions. Vicuron assumes no responsibility to issue updates to the forward-looking matters discussed in this report.

~~The~~Item ~~parties~~8.01. ~~currently~~Other ~~expect the Merger to close in the third calendar quarter of 2005; although, there can be no assurances that the Merger will close in that time period~~Events.

~~The~~On ~~foregoing~~June ~~description~~23, of2005, at the ~~Merger Agreement~~request ~~does~~of ~~not~~the ~~purport~~Italian toregulatory ~~be complete~~authorities, Vicuron ~~and~~issued isa ~~qualified~~press release in ~~its~~Italy ~~entirety~~providing byadditional ~~reference~~information toregarding ~~such~~the ~~agreement,~~proposed amerger ~~copy~~with ofPfizer ~~which~~announced ison ~~filed~~June as15, ~~Exhibit 2~~2005.1 ~~hereto~~Please ~~and~~see isItem ~~incorporated~~7.01 ~~herein by reference~~above.

On June 16, 2005, Vicuron issued a press release announcing the execution of the Merger Agreement, which is attached hereto as Exhibit 99.1. The press release is incorporated herein by reference.

Item 3.03. Material Modification to Rights of Security Holders.

On June 15, 2005, Vicuron and American Stock Transfer & Trust Company entered into an Amendment (the “Amendment”) to the Shareholder Rights Agreement, dated as of June 28, 2001, as amended as of July 30, 2002 (the “Rights Agreement”) for the purpose of excluding the Merger and the transactions contemplated by the Merger Agreement from the definition of an event that would cause the separation of the rights pursuant to the Rights Agreement. The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the Amendment, a copy of which is filed as Exhibit 4.2 hereto and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

ExhibitNumber		Document
2.1		Agreement and Plan of Merger, dated as of June 15, 2005, among Pfizer Inc., Viper Acquisition Corp. and Vicuron Pharmaceuticals, Inc.
99.1		Text of press release issued by Vicuron Pharmaceuticals Inc., dated June 23, 2005.
4.1		Second Amendment to Shareholder Rights Agreement, dated as of June 15, 2005, by and between Vicuron Pharmaceuticals Inc. and American Stock Transfer & Trust Company
99.1		Text of press release issued by Vicuron Pharmaceuticals Inc., dated June 16, 2005.

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 thereunto duly authorized.

	VICURON PHARMACEUTICALS, INC.
		VICURON PHARMACEUTICALS INC.
	~~(Registrant)~~	(Registrant)
Date: June 16, 2005	By:	/s/ George F. Horner III
Date: June 23, 2005		By:	/s/ George F. Horner III
		~~George F. Horner III~~	George F. Horner III
		~~President and Chief Executive Officer~~	President and Chief Executive Officer

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