UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________________ 
FORM 8-K/A
_______________________  
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934

May 9, 2013 (January 2, 2013)
Date of Report (date of earliest event reported)
_______________________  
TRANSCEPT PHARMACEUTICALS, INC.
(Exact name of Registrant as specified in its charter)
 
 
 
 
 
 
Delaware
 
000-51967
 
33-0960223
(State or other jurisdiction
of incorporation or organization)
 
(Commission
File Number)
 
(I.R.S. Employer
Identification Number)
1003 W. Cutting Blvd., Suite #110
Point Richmond, California 94804
(Address of principal executive offices)
(510) 215-3500
(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 (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))






Explanatory Note

This Current Report on Form 8-K/A (the “Amendment Filing”) amends and updates the disclosures made in the Current Report on Form 8-K filed by Transcept Pharmaceuticals, Inc. (the “Company”) on January 7, 2013 relating to Item 2.05 of Form 8-K (the “Original Filing”) in which the Company disclosed that it implemented a reduction of the Company's workforce. At that time, the Company was unable to estimate the non-cash charges associated with stock option modifications resulting from the reduction in force.

Item 2.05     Costs Associated with Exit or Disposal Activities.

Severance and benefit continuation charges are approximately $0.3 million. Non-cash charges from stock option modifications are approximately $23,000. The Company will recognize such charges in the first quarter of 2013.

This Amendment Filing does not reflect events occurring after the filing of the Original Filing, or amend or update the disclosure presented in the Original Filing, except to reflect the disclosures above.








SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
 
 
 
 
 
 
 
 
 
TRANSCEPT PHARMACEUTICALS, INC.
 
 
 
 
Date: May 9, 2013
 
 
 
By:
 
/s/ Leone D. Patterson
 
 
 
 
 
 
Name:   Leone D. Patterson
 
 
 
 
 
 
Title:     Vice President, CFO