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): May 19, 2011

TARGACEPT, INC.

(Exact name of registrant as specified in its charter)

(336) 480-2100

(Registrant’s telephone number, including area code)

(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):

On May 19, 2011, Targacept, Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with the several underwriters named in Schedule I thereto (the “Underwriters”), for which Deutsche Bank Securities Inc. is acting as representative, relating to the issuance and sale of 3,658,537 shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”), at an offering price to the public of $20.50 per share (the “Offering”). The Offering was conducted pursuant to the Company’s effective shelf registration statement on Form S-3 (Registration No. 333-171346). Under the terms of the Underwriting Agreement, the Company has granted the Underwriters an option, exercisable for 30 days, to purchase up to an additional 548,780 shares of Common Stock to cover over-allotments, if any. All of the shares of Common Stock are being offered by the Company. The Offering is expected to close on May 25, 2011, subject to satisfaction of customary closing conditions.

The Underwriting Agreement is filed as Exhibit 1.1 to this Current Report on Form 8-K, and the foregoing description of the material terms of the Underwriting Agreement is qualified in its entirety by reference to Exhibit 1.1. The Company is also filing the legal opinion of the Company’s counsel, Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., as to the legality of the Common Stock as Exhibit 5.1 hereto. The final prospectus relating to the Offering, which consists of a prospectus supplement dated May 19, 2011, and an accompanying prospectus dated January 11, 2011, has been filed with the Securities and Exchange Commission.

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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.

May 20, 2011

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EXHIBIT INDEX

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