UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~Washington~~WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

~~PURSUANT~~Pursuant TOto ~~SECTION~~Section 13 ORor 15(Dd) OFof ~~THE~~the

~~SECURITIES~~Securities ~~EXCHANGE~~Exchange ~~ACT~~Act OFof 1934

Date of Report (Date of ~~earliest~~Earliest ~~event~~Event ~~reported~~Reported): January 17, 2012

~~January 13~~Pharmasset, ~~2012~~Inc.

PHARMASSET, INC.

(Exact name of registrant as specified in its charter)

Delaware	001-33428	98-0406340
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)
303-A College Road East Princeton, NJ		08540
(Address of principal executive offices)		(Zip Code)

~~303-A~~Registrant’s ~~College~~telephone ~~Road~~number, ~~East~~including area code (609) 613-4100

~~Princeton,~~Not NJApplicable ~~08540~~

~~(Address~~Former ofname ~~principal~~or ~~executive~~former ~~offices~~address, ~~including Zip~~if ~~Code)~~changed since last report

(609) 613-4100

(Registrant’s telephone number, including area code)

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)

¨	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))

Introduction

OnAs ~~January~~previously disclosed, on November 1221, ~~2012~~2011, ~~Royal~~Pharmasset, Inc., a Delaware corporation (“Pharmasset”) entered into an Agreement and Plan of Merger ~~Sub~~(the II“Merger Agreement”) with Gilead Sciences, Inc., a Delaware corporation (“~~Purchaser~~Gilead”) and Royal Merger Sub Inc., a Delaware corporation and direct wholly-owned subsidiary of Gilead ~~Sciences,~~(“Merger Sub”) (the rights of which thereunder were assigned to Royal Merger Sub II Inc., a Delaware corporation and indirect wholly-owned subsidiary of Gilead (“~~Gilead~~Merger Sub II”), ~~completed~~on ~~its~~January 12, ~~tender~~2012). ~~offer~~In (accordance with the ~~“Offer”)~~terms ~~for~~of the Merger Agreement, Gilead, Merger Sub and Merger Sub II commenced a tender offer to purchase all outstanding shares of common stock, par value $0.001 (“Shares”) of Pharmasset, ~~Inc. (“the Company”),~~ at a price of $137 per Share, net to the seller in cash (less any required withholding taxes and without interest) (the “Offer Price”), ~~pursuant~~upon to the terms ofand ~~the~~subject ~~Agreement~~to ~~and~~the ~~Plan~~conditions ofset ~~Merger,~~forth ~~dated~~in asthe ofOffer ~~November 21,~~to ~~2011~~Purchase, ~~among~~dated ~~the Company~~December 6, ~~Gilead~~2011 ~~and Royal Merger Sub Inc.~~ (~~the~~together ~~rights~~with ofany ~~which~~amendments ~~thereunder~~or ~~were~~supplements ~~assigned to Purchaser on January 12~~thereto, ~~2012) (~~the “~~Merger~~Offer ~~Agreement~~to Purchase”). ~~The Offer expired as scheduled at 12:00 midnight, New York City time, on January 12, 2012~~ and ~~was not extended. The Company was advised by~~ the ~~depositary~~related ~~for~~Letter ~~the Offer that, as~~ of ~~the~~ ~~expiration~~Transmittal ~~time~~(together ofwith ~~the~~any ~~Offer,~~amendments aor ~~total~~supplements ~~of approximately 72~~thereto,~~041,926~~ ~~Shares~~the ~~were~~“Letter ~~validly~~of ~~tendered~~Transmittal” and, ~~not~~together ~~withdrawn~~with ~~pursuant to~~ the Offer, ~~representing~~to ~~approximately 95% of the Shares outstanding (including approximately 5~~Purchase,~~529,392~~ ~~Shares delivered through notices of guaranteed delivery, representing approximately 7% of~~ the ~~Shares outstanding~~“Offer”). ~~Purchaser~~The ~~has accepted for payment all~~ Shares ~~that~~ were ~~validly~~purchased ~~tendered~~by ~~and~~Merger ~~not~~Sub II ~~withdrawn~~(“Purchaser”), ~~prior~~at to the election ~~expiration time~~ of ~~the~~Gilead ~~Offer~~pursuant ~~and promptly made payment~~ to the ~~depositary~~terms ~~for~~of the Offer ~~for such Shares~~.

On January 12, 2012, Gilead announced the completion of the Offer. The Offer expired at 12:00 midnight, New York City time, on January 12, 2012, as scheduled and was not extended. According to BNY Mellon, the Depositary for the Offer, approximately 72,041,926 Shares were validly tendered and not properly withdrawn, which represented approximately 95% of the outstanding Shares (including approximately 5,529,532 Shares tendered pursuant to notices of guaranteed delivery, which represented approximately 7% of the outstanding Shares). Purchaser has accepted for payment all Shares that were validly tendered and not withdrawn, and payment for such Shares has been made, in accordance with the terms of the Offer.

Item 2.01. Completion of Acquisition or Disposition of Assets

On January 17, 2012, Purchaser merged with and into Pharmasset, with Pharmasset continuing as the surviving corporation (the “Merger”). In order to accomplish the Merger as a “short-form” merger, Purchaser exercised its “top-up” option pursuant to the Merger Agreement, which permitted Purchaser to purchase additional Shares directly from Pharmasset for $137 per Share (the same purchase price paid in the Offer). All outstanding Shares, other than (i) Shares owned by Gilead, Purchaser or any of their direct or indirect wholly-owned subsidiaries, (ii) Shares owned by Pharmasset or its subsidiary and (iii) Shares held by Pharmasset stockholders who properly demand appraisal for their shares under Delaware law, were canceled and converted into the right to receive cash equal to the $137 price per Share.

Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

As a result of the transactions described in the Introduction hereof, incorporated herein by reference, Pharmasset requested that the Shares be withdrawn from listing on The NASDAQ Global Select Market as of the close of market on January 17, 2012. The NASDAQ Stock Market, LLC (“NASDAQ”) has filed with the SEC a Form 25 Notification of Removal from Listing and/or Registration under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), to delist and deregister the Shares. Upon the filing of the Form 25, the Shares were delisted from The NASDAQ Global Select Market. Pharmasset also intends to file with the Securities and Exchange Commission, (the “Commission”) a Form 15 under the Exchange Act relating to the Shares, which would terminate and suspend Pharmasset’s reporting obligations under Sections 13 and 15(d) of the Exchange Act, respectively.

Item 3.03. Material Modification to Rights of Security Holders.

At the effective time of the Merger, each outstanding Share, other than any (i) Shares owned by Gilead, Purchaser or any of their direct or indirect wholly-owned subsidiaries, (ii) Shares owned by Pharmasset or its subsidiary and (iii) Shares held by Pharmasset stockholders who properly demand appraisal for their Shares under Delaware law, was converted into the right to receive cash in an amount equal to the Offer Price.

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

~~Effective~~In connection with the Merger and as ofcontemplated by the Merger ~~January 13~~Agreement, ~~2012,~~all the ~~Board~~directors ~~removed~~of ~~from~~Pharmasset ~~their~~prior ~~respective~~to ~~positions~~the asMerger ~~officers~~voluntarily resigned from Pharmasset’s board of directors (the ~~Company~~“Board”) ~~and~~effective ~~terminated~~as of the ~~employment~~effective time of the ~~following~~Merger ~~individuals:~~on January 17, 2012 (the “Effective Time”).

M.Pursuant ~~Michelle~~to ~~Berrey~~the ~~Chief~~terms ~~Medical~~of ~~Officer~~the ~~Kurt~~Merger ~~Leutzinger~~Agreement, ~~Chief~~on ~~Financial~~January 17, ~~Officer~~2012, ~~Mark~~the ~~Meester~~directors ~~Chief~~and ~~Administrative~~officers ~~Officer~~of ~~Michael~~Purchaser immediately ~~Otto~~prior ~~Chief~~to ~~Scientific~~the ~~Officer~~Effective P.Time ~~Schaefer~~became ~~Price~~the ~~President~~directors and ~~CEO~~officers ~~Michael~~of ~~Rogers~~Pharmasset ~~Chief~~following ~~Development~~the ~~Officer~~Merger. ~~Darryl~~As ~~Cleary~~of VPJanuary 17, ~~Manufacturing~~2012, ~~Phillip~~John ~~Furman~~F. VPMilligan, ~~Biological~~Ph.D. ~~Sciences~~assumed ~~Patrick~~the ~~Higgins~~role ~~Executive~~of ~~Vice~~director and President ~~Marketing~~of Pharmasset, Robin L. Washington assumed the role as director and ~~Sales~~chief ~~James~~financial ~~Maguire~~officer VPof Pharmasset, ~~Finance~~and ~~Joseph~~Brett ~~Sonk~~A. VPPletcher assumed the role of director and Secretary of Pharmasset. Information about the new directors and officers is contained in Annex A to the Schedule 14D-9 filed by Pharmasset on December 6, ~~Regulatory~~2011 ~~Affairs~~(as amended, the “Schedule 14D-9”).

InItem 5.03. ~~addition,~~Amendments ~~effective~~to asCertificate of Incorporation ~~January 13,~~or ~~2012,~~Bylaws; ~~the~~Change ~~Board removed Bryce Roberts from his position as Secretary~~ of ~~the~~Fiscal ~~Company~~Year.

~~Effective~~In ~~January 13,~~connection ~~2012,~~with the ~~Board~~consummation ~~appointed~~of the ~~following~~Merger, ~~individuals~~Pharmasset’s toThird Amended ~~the~~and ~~office set~~Restated ~~forth~~Certificate ~~opposite~~of ~~his~~Incorporation orand ~~her~~Second ~~name~~Amended and Restated Bylaws were amended and restated in their entirety to ~~serve~~be atidentical to the ~~pleasure~~Certificate of ~~the~~Incorporation ~~Board~~ and ~~until~~Bylaws ~~his~~of orPurchaser ~~her~~as ~~successor~~in iseffect ~~appointed~~immediately ~~and~~prior ~~qualified~~to orthe consummation ~~until~~of ~~his~~the ~~earlier~~Merger, ~~resignation~~except orthat ~~removal:~~the name of the surviving corporation set forth therein is “Pharmasset, Inc.”

~~John~~The F.material ~~Milligan,~~changes ~~Ph.D~~effected ~~President~~by ~~Robin~~the L.adoption ~~Washington~~of ~~Chief~~the ~~Financial~~new ~~Officer~~Bylaws ~~Brett~~are A.as ~~Pletcher~~follows: ~~Secretary~~

~~The~~• ~~other~~Special ~~information~~meetings ~~required~~of stockholders can be called by ~~Item 5.02~~the ofChairman, ~~Form~~the ~~8-K~~President, isany ~~contained~~Vice President, the Secretary or any Assistant Secretary at the request in writing of (i) the ~~Company’s Solicitation/Recommendation~~Board, on(ii) ~~Schedule~~a ~~14D-9~~committee ~~originally~~of ~~filed~~the Board that has been duly designated by the ~~Company~~Board ~~with~~and ~~the~~whose ~~Securities~~powers and ~~Exchange~~authority ~~Commission~~include onthe ~~December 6,~~power ~~2011,~~to ~~including~~call such meetings or (iii) stockholders owning a majority of the ~~Information~~capital ~~Statement~~stock ~~comprising~~issued ~~Annex~~and Boutstanding ~~thereto~~and entitled to vote. Previously, ~~and~~special ~~such~~meetings ~~information~~of isstockholders ~~incorporated herein~~could only be called by ~~reference.~~the Chairman or the President.

~~SIGNATURE~~• Stockholder action can be taken by written consent. Previously, no action required to be taken or that may have been taken at any annual or special meeting of stockholders could be taken by written consent without a meeting.

~~After~~• ~~due~~Directors ~~inquiry~~will ~~and~~be toelected ~~the~~by ~~best~~a plurality of mythe ~~knowledge~~votes cast at each annual meeting of stockholders and ~~belief,~~shall Ihold ~~certify~~office ~~that~~until the ~~information~~next ~~set~~annual ~~forth~~meeting inand ~~this~~there ~~statement~~will isnot ~~true~~be classes of directors. Previously, ~~complete~~directors were divided into three classes and ~~correct.~~the term of office of one class expired each year.

•

The fiscal year will end on the 31^st day of December of each year. Previously, the fiscal year ended on the 30^th day of September of each year.

The material changes effected by the adoption of the new Certificate of Incorporation are as follows:

•

The authorized capital stock of Pharmasset is 100 shares of Common Stock, par value $0.001 per share. Previously, the authorized capital stock of Pharmasset was 110,000,000 shares, consisting of (i) 100,000,000 shares of Common Stock, $0.001 par value per share and (ii) 10,000,000 shares of Preferred Stock, $0.001 par value per share.

•

The sections providing for a classified Board and setting forth the terms of Board members has been replaced with a general power of the Board to fix the number of directors and govern election of members.

•

The article restricting stockholder action by written consent was removed.

The foregoing descriptions of the Fourth Amended and Restated Certificate of Incorporation and Third Amended and Restated Bylaws of Pharmasset do not purport to be complete and are qualified in their entirety by reference to such documents, which are filed as Exhibits 3.1 and 3.2 hereto and are incorporated by reference herein.

Item 8.01. Other Events.

On January 17, 2012, Gilead issued a press release announcing the consummation of the Merger. A copy of the press release is filed as Exhibit 99.1 hereto and is incorporated by reference herein.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits


Exhibit No.		Description

3.1		Fourth Amended and Restated Certificate of Incorporation of Pharmasset, Inc.

3.2		Third Amended and Restated Bylaws of Pharmasset, Inc.

99.1		Press Release of Gilead dated January 17, 2012.

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.


PHARMASSET, INC.
(Registrant)

By:		/s/ John F. Milligan, Ph.D.
		Name: John F. Milligan, Ph.D.
		Title: President

Dated: January 17, 2012

EXHIBIT LIST


Exhibit No.		Description

3.1		Fourth Amended and Restated Certificate of Incorporation of Pharmasset, Inc.

3.2		Third Amended and Restated Bylaws of Pharmasset, Inc.

99.1		Press Release of Gilead dated January 17, 2012.

PHARMASSET, INC.

(Registrant)

Dated: January 13, 2012

/s/ John F. Milligan, Ph.D.

John F. Milligan, Ph.D.

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