SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
------------
SCHEDULE 13G
(RULE 13d-102)
INFORMATION TO BE INCLUDED
IN STATEMENTS FILED PURSUANT TO
RULES 13D-1(b) AND (c) AND AMENDMENTS
THERETO FILED PURSUANT TO 13d-2
(AMENDMENT NO. 1)*
VIROPHARMA INCORPORATED
- --------------------------------------------------------------------------------
(Name of Issuer)
COMMON
- --------------------------------------------------------------------------------
(Title of Class of Securities)
928241 10 8
- --------------------------------------------------------------------------------
(CUSIP Number)
---------------------
*The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to the subject class
of securities, and for any subsequent amendment containing information which
would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section 18 of the
Securities Exchange Act of 1934 or otherwise subject to the liabilities of that
section of the Act but shall be subject to all other provisions of the Act
(however, SEE the NOTES).
Page 1 of 14 Pages
<PAGE>
CUSIP NO. 928241 10 8 13G PAGE 2 OF 14 PAGES
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATIONS NOS. OF ABOVE PERSONS
Sevin Rosen Fund IV L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
5 SOLE VOTING POWER
NUMBER OF 1,258,727
SHARES
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY 6,233
EACH
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON WITH 1,258,727
8 SHARED DISPOSITIVE POWER
6,233
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,264,960
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES* |_|
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
11.0%
12 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 2 of 14 Pages
<PAGE>
CUSIP NO. 928241 10 8 13G PAGE 3 OF 14 PAGES
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATIONS NOS. OF ABOVE PERSONS
SRB Associates IV L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
5 SOLE VOTING POWER
NUMBER OF 1,258,727
SHARES
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY 6,233
EACH
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON WITH 1,258,727
8 SHARED DISPOSITIVE POWER
6,233
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,264,960
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES* |_|
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
11.0%
12 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 3 of 14 Pages
<PAGE>
CUSIP NO. 928241 10 8 13G PAGE 4 OF 14 PAGES
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATIONS NOS. OF ABOVE PERSONS
Jon W. Bayless
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.
5 SOLE VOTING POWER
NUMBER OF 0
SHARES
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY 1,264,960
EACH
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON WITH 0
8 SHARED DISPOSITIVE POWER
1,264,960
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,264,960
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES* |_|
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
11.0%
12 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 4 of 14 Pages
<PAGE>
CUSIP NO. 928241 10 8 13G PAGE 5 OF 14 PAGES
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATIONS NOS. OF ABOVE PERSONS
Stephen M. Dow
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.
5 SOLE VOTING POWER
NUMBER OF 0
SHARES
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY 1,278,960
EACH
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON WITH 0
8 SHARED DISPOSITIVE POWER
1,278,960
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,278,960
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES* |_|
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
11.1%
12 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 5 of 14 Pages
<PAGE>
CUSIP NO. 928241 10 8 13G PAGE 6 OF 14 PAGES
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATIONS NOS. OF ABOVE PERSONS
John V. Jaggers
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.
5 SOLE VOTING POWER
NUMBER OF 0
SHARES
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY 1,264,960
EACH
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON WITH 0
8 SHARED DISPOSITIVE POWER
1,264,960
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,264,960
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES* |_|
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
11.0%
12 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 6 of 14 Pages
<PAGE>
CUSIP NO. 928241 10 8 13G PAGE 7 OF 14 PAGES
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATIONS NOS. OF ABOVE PERSONS
Charles H. Phipps
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.
5 SOLE VOTING POWER
NUMBER OF 0
SHARES
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY 1,264,960
EACH
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON WITH 0
8 SHARED DISPOSITIVE POWER
1,264,960
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,264,960
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES* |_|
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
11.0%
12 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 7 of 14 Pages
<PAGE>
CUSIP NO. 928241 10 8 13G PAGE 8 OF 14 PAGES
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATIONS NOS. OF ABOVE PERSONS
Sevin Rosen Bayless Management Company
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Texas
5 SOLE VOTING POWER
NUMBER OF 6,233
SHARES
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY 1,258,727
EACH
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON WITH 6,233
8 SHARED DISPOSITIVE POWER
1,258,727
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,264,960
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES* |_|
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
11.0%
12 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 8 of 14 Pages
<PAGE>
Item 1.
(A) NAME OF ISSUER.
ViroPharma Incorporated, a Delaware corporation (the "Issuer").
(B) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES.
The Issuer's principal executive offices are located at 76
Great Valley Parkway, Malvern, Pennsylvania 19355.
ITEM 2.
(A) NAMES OF PERSONS FILING.
This statement is filed by the following persons: (i) Sevin
Rosen Fund IV L.P. ("SR IV"); (ii) SRB Associates IV L.P. ("SRB IV"); (iii) Jon
W. Bayless ("Bayless"); (iv) Stephen M. Dow ("Dow"); (v) John V. Jaggers
("Jaggers"); (vi) Charles H. Phipps ("Phipps") and (vii) Sevin Rosen Bayless
Management Company ("Management Company").
SRB IV is the general partner of SR IV. Bayless, Dow, Jaggers
and Phipps are the general partners of SRB IV and are directors, officers and
indirect stockholders of Management Company.
(B) ADDRESS OF PRINCIPAL BUSINESS OFFICE.
The principal business office of each of SR IV, SRB IV,
Bayless, Jaggers, Phipps and Management Company is Two Galleria Tower, 13455
Noel Road, Suite 1670, Dallas, Texas 75240. The principal business office of Dow
is 550 Lytton Avenue, Suite 200, Palo Alto, California 94301.
Page 9 of 14 Pages
<PAGE>
(C) CITIZENSHIP.
SR IV and SRB IV are each Delaware limited partnerships.
Bayless, Dow, Jaggers and Phipps are each U.S. citizens. Management Company is a
Texas corporation.
(D) TITLE OF CLASS OF SECURITIES.
This statement relates to shares of Common Stock, par value
$.002 per share (the "Common Stock"), of the Issuer.
(E) CUSIP NUMBER.
928241 10 8
ITEM 3.
This statement is not being filed pursuant to Rule 13d-1(b) or
13d-2(b).
ITEM 4. OWNERSHIP.
(A) AMOUNT BENEFICIALLY OWNED.
(i) Each of SR IV, SRB IV, Bayless, Jaggers,
Phipps and Management Company beneficially
owns 1,264,960 shares of Common Stock.
(ii) Dow beneficially owns 1,278,960 shares of
Common Stock.
(B) PERCENT OF CLASS.1
(i) Each of SR IV, SRB IV, Bayless, Jaggers,
Phipps and Management Company -- 11.0%.
(ii) Dow -- 11.1%.
- ---------------------------
1 According to the most recently available filing with the
Securities and Exchange Commission in which such number is
required to be indicated.
Page 10 of 14 Pages
<PAGE>
(C) POWER TO VOTE OR DIRECT THE VOTE AND DISPOSE OR DIRECT
THE DISPOSITION OF SECURITIES.
(i)(a) Each of SR IV and SRB IV has sole power
to vote or dispose or to direct the vote
or disposition of 1,258,727 shares of
Common Stock.
(b) Each of SR IV and SRB IV has shared power
to vote or dispose or to direct the vote
or disposition of 6,233 shares of Common
Stock.
(ii)(a) Management Company has sole power to vote
or dispose or to direct the vote or
disposition of 6,233 shares of Common
Stock.
(b) Management Company has shared power to
vote or dispose or to direct the vote or
disposition of 1,258,727 shares of
Common Stock.
(iii) Each of Bayless, Jaggers and Phipps has
shared power to vote or dispose or to
direct the vote or disposition of
1,264,960 shares of Common Stock.
(iv) Dow has shared power to vote or dispose
or to direct the vote or disposition of
1,278,960 shares of Common Stock.
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
If this statement is being filed to report the fact that as of
the date hereof the reporting person has ceased to be the
beneficial owner of more than five percent of the class of
securities, check the following [ ]
Page 11 of 14 Pages
<PAGE>
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER
PERSON.
Not applicable.
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH
ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING
COMPANY.
Not applicable.
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.
Not applicable.
ITEM 9. NOTICE OF DISSOLUTION OF GROUP.
Not applicable.
ITEM 10. CERTIFICATION.
Not applicable.
Page 12 of 14 Pages
<PAGE>
SIGNATURES/SIGNED IN COUNTERPART
After reasonable inquiry and to the best knowledge and belief
of the undersigned, the undersigned certify that the information set forth in
this statement is true, complete and correct.
SEVIN ROSEN FUND IV L.P.
By: SRB Associates IV L.P.,
General Partner
Dated: February 13, 1998 By: /s/ John Jaggers
-----------------------------------------
John V. Jaggers, a General Partner
SRB ASSOCIATES IV L.P.
Dated: February 13, 1998 By: /s/ John Jaggers
-----------------------------------------
John V. Jaggers, a General Partner
Dated: February 13, 1998 /s/ Jon W. Bayless
-------------------------------------------
Jon W. Bayless
Dated: February 13, 1998 /s/ John Jaggers, Attorney-in-fact
------------------------------------------
Stephen M. Dow
Dated: February 13, 1998 /s/ John Jaggers
------------------------------------------
John V. Jaggers
Dated: February 13, 1998 /s/ John Jaggers, Attorney-in-fact
------------------------------------------
Charles H. Phipps
SEVIN ROSEN BAYLESS MANAGEMENT
COMPANY
Dated: February 13, 1998 By: /s/ John Jaggers
--------------------------------------
Title: Vice President
Page 13 of 14 Pages
<PAGE>
EXHIBIT INDEX
EXHIBIT
1. Joint Filing Agreement.
Page 14 of 14 Pages
EXHIBIT 1
THIS DOCUMENT HAS BEEN SIGNED IN COUNTERPART
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(f) under the Securities Exchange
Act of 1934, the persons named below agree to the joint filing on behalf of each
of them of a Statement on Schedule 13G (including amendments thereto) with
respect to the common stock of ViroPharma Incorporated, and further agree that
this Joint Filing Agreement be included as an Exhibit to such joint filings. In
evidence thereof each of the undersigned, being duly authorized, hereby execute
this Agreement on the date set forth opposite its or his name.
SEVIN ROSEN FUND IV L.P.
By: SRB Associates IV L.P.,
General Partner
Dated: February 13, 1998 By: /s/ John Jaggers
-----------------------------------------
John V. Jaggers, a General Partner
SRB ASSOCIATES IV L.P.
Dated: February 13, 1998 By: /s/ John Jaggers
-----------------------------------------
John V. Jaggers, a General Partner
Dated: February 13, 1998 /s/ Jon W. Bayless
-------------------------------------------
Jon W. Bayless
Dated: February 13, 1998 /s/ John Jaggers, Attorney-in-fact
------------------------------------------
Stephen M. Dow
Dated: February 13, 1998 /s/ John Jaggers
------------------------------------------
John V. Jaggers
Page 1 of 2 Pages
<PAGE>
Dated: February 13, 1998 /s/ John Jaggers, Attorney-in-fact
------------------------------------------
Charles H. Phipps
SEVIN ROSEN BAYLESS MANAGEMENT
COMPANY
Dated: February 13, 1998 By: /s/ John Jaggers
--------------------------------------
Title: Vice President
Page 2 of 2 Pages
