CUSIP No. 928241108
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
VIROPHARMA INCORPORATED
(Name of Issuer)
Common Stock, par value $.002 per share
(Title of Class of Securities)
928241108
(CUSIP Number)
Kenneth M. Socha, Esq.
PSV, LP
The Army and Navy Club Building
1627 I Street, N.W., Suite 610
Washington D.C. 20006
Tel. No.: (202) 452-0101
(Name, Address and Telephone Number of
Person Authorized to Receive Notices
and Communications)
with a copy to
Bruce A. Gutenplan, Esq.
Paul, Weiss, Rifkind, Wharton & Garrison
1285 Avenue of the Americas
New York, New York 10019-6064
July 1, 2000
(Date of Event which Requires Filing of
this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject to this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ].
*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
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purposes of Section 18 of the Securities Exchange Act of
1934 ("Act") 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.)
Continued on the following page(s)
Page 1 of 30 Pages
Exhibit Index: Page 20
<PAGE>
CUSIP No. 928241108 Page 2 of 30
SCHEDULE 13D
1 NAME OF REPORTING PERSON
PSV, LP f/k/a Perseus-Soros BioPharmaceutical Fund, LP
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
(b) |X|
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(D) OR 2(E)
6 CITIZENSHIP OR PLACE OR ORGANIZATION
Delaware
7 SOLE VOTING POWER
NUMBER OF 2,941,295(1)
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 2,941,295(1)
PERSON
WITH 10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,941,295(1)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.4%
14 TYPE OF REPORTING PERSON*
PN
---------------
(1) Please see Item 4 of Schedule 13D filed on May 17, 1999 for a description
of the Common Stock Conversion Ratio. The Common Stock Conversion Ratio
is subject to adjustment upon the occurrence of certain events.
* SEE INSTRUCTIONS BEFORE FILLING OUT
<PAGE>
CUSIP No. 928241108 Page 3 of 30
SCHEDULE 13D
1 NAME OF REPORTING PERSON
PSV GP, LLC f/k/a Perseus-Soros Partners, LLC
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
(b) |X|
3 SEC USE ONLY
4 SOURCE OF FUNDS*
Not Applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(D) OR 2(E)
6 CITIZENSHIP OR PLACE OR ORGANIZATION
Delaware
7 SOLE VOTING POWER
NUMBER OF 2,941,295(1)
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 0
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 2,941,295(1)
PERSON 10 SHARED DISPOSITIVE POWER
WITH 0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,941,295(1)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.4%
14 TYPE OF REPORTING PERSON*
OO
---------------
(1) Please see Item 4 of Schedule 13D filed on May 17, 1999 for a description
of the Common Stock Conversion Ratio. The Common Stock Conversion Ratio
is subject to adjustment upon the occurrence of certain events.
* SEE INSTRUCTIONS BEFORE FILLING OUT
<PAGE>
CUSIP No. 928241108 Page 4 of 30
SCHEDULE 13D
1 NAME OF REPORTING PERSON
PSV Partners, LLC f/k/a Perseus BioTech Fund Partners, LLC
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
(b) |X|
3 SEC USE ONLY
4 SOURCE OF FUNDS*
Not Applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(D) OR 2(E)
6 CITIZENSHIP OR PLACE OR ORGANIZATION
Delaware
7 SOLE VOTING POWER
NUMBER OF 0
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 2,941,295(1)
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON 10 SHARED DISPOSITIVE POWER
WITH 2,941,295(1)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,941,295(1)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.4%
14 TYPE OF REPORTING PERSON*
OO
---------------
(1) Please see Item 4 of Schedule 13D filed on May 17, 1999 for a description
of the Common Stock Conversion Ratio. The Common Stock Conversion Ratio
is subject to adjustment upon the occurrence of certain events.
* SEE INSTRUCTIONS BEFORE FILLING OUT
<PAGE>
CUSIP No. 928241108 Page 5 of 30
SCHEDULE 13D
1 NAME OF REPORTING PERSON
SFM Participation, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
(b) |X|
3 SEC USE ONLY
4 SOURCE OF FUNDS*
Not Applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(D) OR 2(E)
6 CITIZENSHIP OR PLACE OR ORGANIZATION
Delaware
7 SOLE VOTING POWER
NUMBER OF 0
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 2,941,295(1)
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON
WITH 10 SHARED DISPOSITIVE POWER
2,941,295(1)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,941,295(1)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.4%
14 TYPE OF REPORTING PERSON*
PN
---------------
(1) Please see Item 4 of Schedule 13D filed on May 17, 1999 for a description
of the Common Stock Conversion Ratio. The Common Stock Conversion Ratio
is subject to adjustment upon the occurrence of certain events.
* SEE INSTRUCTIONS BEFORE FILLING OUT
<PAGE>
CUSIP No. 928241108 Page 6 of 30
SCHEDULE 13D
1 NAME OF REPORTING PERSON
SFM AH, Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
(b) |X|
3 SEC USE ONLY
4 SOURCE OF FUNDS*
Not Applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(D) OR 2(E)
6 CITIZENSHIP OR PLACE OR ORGANIZATION
Delaware
7 SOLE VOTING POWER
NUMBER OF 0
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 2,941,295(1)
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON 10 SHARED DISPOSITIVE POWER
WITH 2,941,295(1)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,941,295(1)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.4%
14 TYPE OF REPORTING PERSON*
CO
---------------
(1) Please see Item 4 of Schedule 13D filed on May 17, 1999 for a description
of the Common Stock Conversion Ratio. The Common Stock Conversion Ratio
is subject to adjustment upon the occurrence of certain events.
* SEE INSTRUCTIONS BEFORE FILLING OUT
<PAGE>
CUSIP No. 928241108 Page 7 of 30
SCHEDULE 13D
1 NAME OF REPORTING PERSON
Rappahannock Investment Company
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
(b) |X|
3 SEC USE ONLY
4 SOURCE OF FUNDS*
Not Applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(D) OR 2(E)
6 CITIZENSHIP OR PLACE OR ORGANIZATION
United States
7 SOLE VOTING POWER
NUMBER OF 0
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 2,941,295(1)
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON 10 SHARED DISPOSITIVE POWER
WITH 2,941,295(1)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,941,295(1)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.4%
14 TYPE OF REPORTING PERSON*
CO
---------------
(1) Please see Item 4 of Schedule 13D filed on May 17, 1999 for a description
of the Common Stock Conversion Ratio. The Common Stock Conversion Ratio
is subject to adjustment upon the occurrence of certain events.
* SEE INSTRUCTIONS BEFORE FILLING OUT
<PAGE>
CUSIP No. 928241108 Page 8 of 30
SCHEDULE 13D
1 NAME OF REPORTING PERSON
Frank H. Pearl (in the capacity described herein)
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
(b) |X|
3 SEC USE ONLY
4 SOURCE OF FUNDS*
Not Applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(D) OR 2(E)
6 CITIZENSHIP OR PLACE OR ORGANIZATION
United States
7 SOLE VOTING POWER
NUMBER OF 0
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 2,941,295(1)
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON 10 SHARED DISPOSITIVE POWER
WITH 2,941,295(1)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,941,295(1)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.4%
14 TYPE OF REPORTING PERSON*
IN
---------------
(1) Please see Item 4 of Schedule 13D filed on May 17, 1999 for a description
of the Common Stock Conversion Ratio. The Common Stock Conversion Ratio
is subject to adjustment upon the occurrence of certain events.
* SEE INSTRUCTIONS BEFORE FILLING OUT
<PAGE>
CUSIP No. 928241108 Page 9 of 30
SCHEDULE 13D
1 NAME OF REPORTING PERSON
George Soros (in the capacity described herein)
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
(b) |X|
3 SEC USE ONLY
4 SOURCE OF FUNDS*
Not Applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(D) OR 2(E)
6 CITIZENSHIP OR PLACE OR ORGANIZATION
United States
7 SOLE VOTING POWER
NUMBER OF 0
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 2,941,295(1)
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON 10 SHARED DISPOSITIVE POWER
WITH 2,941,295(1)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,941,295(1)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.4%
14 TYPE OF REPORTING PERSON*
IA
---------------
(1) Please see Item 4 of Schedule 13D filed on May 17, 1999 for a description
of the Common Stock Conversion Ratio. The Common Stock Conversion Ratio
is subject to adjustment upon the occurrence of certain events.
* SEE INSTRUCTIONS BEFORE FILLING OUT
<PAGE>
CUSIP No. 928241108 Page 10 of 30
SCHEDULE 13D
1 NAME OF REPORTING PERSON
Soros Fund Management L.L.C.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
(b) |X|
3 SEC USE ONLY
4 SOURCE OF FUNDS*
Not Applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(D) OR 2(E)
6 CITIZENSHIP OR PLACE OR ORGANIZATION
United States
7 SOLE VOTING POWER
NUMBER OF 0
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 2,941,295(1)
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON 10 SHARED DISPOSITIVE POWER
WITH 2,941,295(1)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,941,295(1)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.4%
14 TYPE OF REPORTING PERSON*
00; IA
---------------
(1) Please see Item 4 of Schedule 13D filed on May 17, 1999 for a
description of the Common Stock Conversion Ratio. The Common Stock
Conversion Ratio is subject to adjustment upon the occurrence of
certain events.
* SEE INSTRUCTIONS BEFORE FILLING OUT
<PAGE>
CUSIP No. 928241108 Page 11 of 30
SCHEDULE 13D
1 NAME OF REPORTING PERSON
Stanley F. Druckenmiller
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
(b) |X|
3 SEC USE ONLY
4 SOURCE OF FUNDS*
Not Applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(D) OR 2(E)
6 CITIZENSHIP OR PLACE OR ORGANIZATION
United States
7 SOLE VOTING POWER
NUMBER OF 0
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 0
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON 10 SHARED DISPOSITIVE POWER
WITH 0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
14 TYPE OF REPORTING PERSON*
IA
* SEE INSTRUCTIONS BEFORE FILLING OUT
<PAGE>
CUSIP No. 928241108 Page 12 of 30
SCHEDULE 13D
1 NAME OF REPORTING PERSON
Kenneth M. Socha (in the capacity contained herein)
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) |_|
(b) |X|
3 SEC USE ONLY
4 SOURCE OF FUNDS*
Not Applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(D) OR 2(E)
6 CITIZENSHIP OR PLACE OR ORGANIZATION
United States
7 SOLE VOTING POWER
NUMBER OF 0
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 0
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON 10 SHARED DISPOSITIVE POWER
WITH 0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
14 TYPE OF REPORTING PERSON*
IA
* SEE INSTRUCTIONS BEFORE FILLING OUT
<PAGE>
CUSIP No. 928241108 Page 13 of 30
This Amendment No. 1 ("Amendment No. 1") to Schedule 13D is filed by
the undersigned to amend and supplement the Schedule 13D filed on May 17, 1999
(the "Original 13D"), relating to the common stock (the "Common Stock"), par
value $.002 per share, issued by ViroPharma Incorporated, a Delaware corporation
(the "Company"). Unless otherwise indicated, all capitalized terms shall have
the same meaning as provided in the Original 13D; except that the names of
certain reporting persons shall be amended to reflect the name changes herein.
Item 2. Identity and Background.
Item 2 is hereby amended and restated in its entirety as follows:
This Amendment No. 1 is being filed on behalf of each of the following
persons (collectively, the "Reporting Persons").
(a) (i) PSV, LP (f/k/a Perseus-Soros BioPharmaceutical Fund, LP), a
Delaware limited partnership (the "Purchaser");
(ii) PSV GP, LLC (f/k/a Perseus-Soros Partners, LLC), a Delaware
limited liability company ("PSV GP");
(iii) PSV Partners, LLC (f/k/a Perseus BioTech Fund Partners, LLC), a
Delaware limited liability company ("PSV Partners");
(iv) SFM Participation, L.P., a Delaware limited partnership ("SFM
Participation");
(v) SFM AH, Inc., a Delaware corporation ("SFM AH");
<PAGE>
CUSIP No. 928241108 Page 14 of 30
(vi) Rappahannock Investment Company, a Delaware corporation
("Rappahannock");
(vii) Mr. Frank H. Pearl ("Mr. Pearl");
(viii) Mr. George Soros ("Mr. Soros");
(ix) Soros Fund Management LLC, a Delaware limited liability company
("SFM LLC");
(x) Mr. Stanley F. Druckenmiller ("Mr. Druckenmiller"); and
(xi) Mr. Kenneth M. Socha ("Mr. Socha").
The Purchaser was formed in order to engage in the acquiring, holding
and disposing of investments in various companies. PSV GP is the general partner
of the Purchaser and was formed to act as the general partner of the Purchaser.
PSV Partners and SFM Participation are the managing members of PSV GP.
PSV Partners was formed in order to engage in the acquiring, holding
and disposing of investments in various companies. Rappahannock is the managing
member of PSV Partners and exercises exclusive management and control of PSV
Partners. Mr. Pearl is the sole shareholder and Chairman of the Board of
Rappahannock. Set forth on Annex A hereto and incorporated by reference in
response to this Item 2 and elsewhere in this Amendment No. 1 as applicable is a
list of the executive officers of Rappahannock.
<PAGE>
CUSIP No. 928241108 Page 15 of 30
As a result of an organizational change, Mr. Socha no longer may be
deemed the beneficial owner of securities held for the account of the Purchaser
and is no longer a Reporting Person.
Accordingly, pursuant to the regulations promulgated under Section
13(d) of the Securities Exchange Act of 1934, PSV GP, PSV Partners, Rappahannock
and Mr. Pearl may be deemed a beneficial owner of the Common Stock held for the
account of the Purchaser.
SFM Participation was formed in order to engage in the acquiring,
holding and disposing of investments in various companies. SFM AH is the general
partner of SFM Participation. Mr. Soros is the sole shareholder of SFM AH. Mr.
Soros has entered into an agreement dated as of January 1, 1997 with SFM LLC
pursuant to which Mr. Soros has, among other things, agreed to use his best
efforts to cause SFM AH, as the general partner of SFM Participation, to act at
the direction of SFM LLC, which agreement to so act shall terminate upon the
earlier of (a) the assignment to SFM LLC of the legal and beneficial ownership
in SFM AH and (b) the assignment to SFM LLC of the general partnership interest
in SFM Participation (the "SFM AH Contract"). Set forth on Annex A hereto and
incorporated by reference in response to this Item 2 and elsewhere in this
Amendment No. 1 as applicable is a list of the directors and executive officers
of SFM AH.
Accordingly, pursuant to the regulations promulgated under Section
13(d) of the Securities Exchange Act of 1934, SFM Participation and SFM AH
<PAGE>
CUSIP No. 928241108 Page 16 of 30
each may be deemed a beneficial owner of the Common Stock held for the account
of the Purchaser.
On July 1, 2000, Mr. Druckenmiller ceased to be the Lead Portfolio
Manager of, and is no longer employed by, SFM LLC. Mr. Druckenmiller no longer
may be deemed to have the investment discretion over the securities held for the
account of the Purchaser, and, as of July 1, 2000, is no longer a Reporting
Person.
Effective as of July 1, 2000, as a result of a reorganization of SFM
LLC, the Management Committee has been eliminated and there are no longer any
Managing Directors. The business of SFM LLC is managed by Mr. Soros, in his
capacity as Chairman and President.
The principal occupation of Mr. Soros, a United States citizen, is his
direction of the activities of SFM LLC, which is carried out in his capacity as
Chairman and President of SFM LLC at SFM LLC's principal office.
Pursuant to regulations promulgated under Section 13(d) of the Act, SFM
LLC, pursuant to the provisions of the SFM AH Contract, Mr. Soros, in his
capacity as Chairman and President of SFM LLC, may be deemed a beneficial owner
of the Common Stock held for the account of the Purchaser.
The address of the principal business and principal offices of (i) the
Purchaser, (ii) PSV GP, (iii) PSV Partners, (iv) Rappahannock and (v) Mr. Pearl
is The Army and Navy Club Building, 1627 I Street, N.W., Suite 610, Washington
D.C. 20006. The present principal occupation or employment of Mr. Pearl is as
executive
<PAGE>
CUSIP No. 928241108 Page 17 of 30
officer of Perseus, L.L.C., a Delaware limited liability company, and its
related entities. Mr. Pearl is a United States citizen.
The address of the principal business and principal offices of (i) SFM
Participation, (ii) SFM AH, (iii) Mr. Soros and (iv) SFM LLC is 888 Seventh
Avenue, 33rd Floor, New York, New York 10106.
(d) and (e). During the past five years, neither any Reporting Person
nor, to the best knowledge of each Reporting Person, any individual otherwise
identified in response to Item 2, has been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors) or was a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction and as
a result of which any such person was or is subject to a judgment, decree or
final order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or finding any violation
with respect to such laws.
Information contained herein concerning SFM Participation, SFM AH, SFM
LLC, Mr. Soros and Mr. Druckenmiller has been provided by SFM LLC. The
Purchaser, PSV GP, PSV Partners, Rappahannock Investment and Mr. Pearl assume no
responsibility for such information. Information contained herein concerning the
PSV Partners, Rappahannock Investment and Mr. Pearl has been provided by each
such Reporting Person. The Purchaser, PSV GP, SFM Participation, SFM AH, SFM
LLC, Mr. Soros and Mr. Druckenmiller assume no responsibility for such
information.
Item 3. Source and Amount of Funds or Other Consideration.
No change.
<PAGE>
CUSIP No. 928241108 Page 18 of 30
Item 4. Purpose of Transaction.
Item 4 is hereby amended and supplemented by the addition of the
following:
Pursuant to the Investment Agreement, Dennis Purcell became a director
of the Company, effective June 22, 2000. Mr. Purcell is a member of PSV
Partners. Item 5. Interest in Securities of the Issuer.
Item 5 is hereby amended and restated in its entirety as follows:
(a) On May 5, 1999, the Company issued to the Purchaser, and the
Purchaser acquired, (i) 2,300,000 shares of the Series A Preferred Stock and
(ii) the Warrant to purchase an aggregate of 595,000 shares of Common Stock,
subject to adjustment under certain circumstances. Shares of Series A Preferred
Stock are convertible into shares of Common Stock at any time. The Warrant is
exercisable at any time until May 5, 2004. As of June 30, 2000, the 2,300,000
shares of the Series A Preferred Stock were convertible into 2,346,295 shares of
Common Stock as a result of adjustments to the Common Stock Conversion Ratio, as
described in Item 4 of the Original 13D.
As of June 30, 2000, each of the Reporting Persons may be deemed to
beneficially own an aggregate of 2,941,295 shares of Common Stock which, based
on calculations made in accordance with Rule 13d-3(d) and there being 15,183,552
shares of Common Stock outstanding as of May 11, 2000 as disclosed by the
Company in its Quarterly Report on Form 10-Q for the quarter ended March 31,
2000, represents
<PAGE>
CUSIP No. 928241108 Page 19 of 30
approximately 19.4% of the outstanding shares of Common Stock on a diluted basis
in accordance with Rule 13d-3(d).
As described in Item 4 of the Original 13D, the Common Stock Conversion
Rate will be subject to adjustment if the Company elects not to pay dividends on
the Series A Preferred Stock in cash when due, and such dividends are
automatically added to the Liquidation Value of the Series A Preferred Stock.
(b) (i) Each of the Purchaser and PSV GP may be deemed to have sole
power to direct the voting and disposition of the 2,941,295 shares of Common
Stock beneficially owned by the Purchaser.
(ii) By virtue of the relationships between and among the Reporting
Persons described in Item 2 of this Amendment No. 1, each of the Reporting
Persons, other than the Purchaser, PSV GP and Mr. Druckenmiller, may be deemed
to share the power to direct the voting and disposition of the 2,941,295 shares
of Common Stock beneficially owned by the Purchaser.
(c) Except as set forth above, no Reporting Person nor, to the best
knowledge of each Reporting Person, any person identified in Item 2 hereof,
beneficially owns any shares of Common Stock or has effected any transaction in
shares of Common Stock during the preceding 60 days.
(d) The partners of the Purchaser have the right to participate in the
receipt of dividends from, or proceeds from the sale of, the Securities held for
the account of the Purchaser in accordance with their ownership interests in the
Purchaser.
<PAGE>
CUSIP No. 928241108 Page 20 of 30
(e) As of July 1, 2000, Mr. Druckenmiller ceased to be the beneficial
owner of more than five percent of the Securities. As of June 30, 1999, Mr.
Socha ceased to be the beneficial owner of more than five percent of the
Securities.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect
to Securities of the Issuer.
No change.
Item 7. Material To Be Filed as Exhibits.
Exhibit 1 Joint Filing Agreement, dated July 7, 2000, among (i) PSV
LP, (ii) PSV GP, LLC, (iii) PSV Partners, LLC, (iv)
Rappahannock Investment Company, (v) SFM Participation L.P.,
(vi) SFM AH, Inc., (vii) Frank H. Pearl, (viii) George
Soros, (ix) Soros Fund Management L.L.C., (x) Stanley F.
Druckenmiller and (xi) Kenneth M. Socha.
Exhibit 2: Power of Attorney dated January 27, 2000 appointing
Michael C. Neus and Richard D. Holahan, Jr., Attorney-
In-Fact for George Soros.
Exhibit 3: Power of Attorney dated January 27, 2000
appointing Michael C. Neus and Richard D. Holahan, Jr.,
Attorney- In-Fact for Stanley F. Druckenmiller.
<PAGE>
CUSIP No. 928241108 Page 21 of 30
SIGNATURE
After reasonable inquiry and to the best of its knowledge and belief,
each of the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Dated: July 7, 2000
PSV, LP
By: PSV GP, LLC,
General Partner
By: SFM Participation, L.P.,
Member
By: SFM AH, Inc.,
General Partner
By: /s/ Michael C. Neus
--------------------------------
Name: Michael C. Neus
Title: Vice President
PSV GP, LLC
By: SFM Participation, L.P.,
Member
By: SFM AH, Inc.,
General Partner
By: /s/ Michael C. Neus
--------------------------------
Name: Michael C. Neus
Title: Vice President
<PAGE>
CUSIP No. 928241108 Page 22 of 30
PSV PARTNERS, LLC
By: Rappahannock Investment Company,
Managing Member
By: /s/ Frank H. Pearl
--------------------------------
Name: Frank H. Pearl
Title: Sole Shareholder
RAPPAHANNOCK INVESTMENT COMPANY
By: /s/ Frank H. Pearl
--------------------------------
Name: Frank H. Pearl
Title: Sole Shareholder
MR. FRANK H. PEARL
By: /s/ Frank H. Pearl
--------------------------------
Name: Frank H. Pearl
SFM PARTICIPATION, L.P.
By: SFM AH, Inc.,
General Partner
By: /s/ Michael C. Neus
--------------------------------
Name: Michael C. Neus
Title: Vice President
SFM AH, INC.
By: /s/ Michael C. Neus
--------------------------------
Name: Michael C. Neus
Title: Vice President
<PAGE>
CUSIP No. 928241108 Page 23 of 30
MR. GEORGE SOROS
By:
/s/ Michael C. Neus
--------------------------------
Name: Michael C. Neus
Title: Attorney-in-fact
SOROS FUND MANAGEMENT LLC
By: /s/ Michael C. Neus
--------------------------------
Name: Michael C. Neus
Title: Deputy General Counsel
MR. STANLEY F. DRUCKENMILLER
By: /s/ Michael C. Neus
--------------------------------
Name: Michael C. Neus
Title: Attorney-in-fact
MR. KENNETH M. SOCHA
By /s/ Kenneth M. Socha
--------------------------------
Name: Kenneth M. Socha
<PAGE>
CUSIP No. 928241108 Page 24 of 30
ANNEX A
Executive Officers of Rappahannock
Name/Title/Citizenship Principal Occupation Business Address
---------------------- -------------------- ----------------
Kenneth M. Socha Executive Officer of c/o Perseus, LLC
Senior Vice President Perseus and related entities The Army and Navy Club
(United States) Building
1627 I Street, NW
Suite 610
Washington, DC 20006
Rodd J. Macklin Executive Officer of c/o Perseus, LLC
Controller and Secretary Perseus and related entities The Army and Navy Club
(United States) Building
1627 I Street, NW
Suite 610
Washington, DC 20006
To the best of the Reporting Persons' knowledge:
(a) None of the above persons hold any Common Stock or securities
derivative thereof.
(b) None of the above persons has any contracts, arrangements,
understandings or relationships with respect to the Common Stock or securities
derivative thereof.
<PAGE>
CUSIP No. 928241108 Page 25 of 30
ANNEX B
Executive Officers of SFM AH, INC.
Name/Title/Citizenship Principal Occupation Business Address
---------------------- -------------------- ----------------
Michael C. Neus Deputy General Counsel of 888 Seventh Avenue
President SFM LLC and General Counsel 33rd Floor
(United States) of Soros Private Funds New York, NY 10106
Management LLC
Daniel R. Eule Tax Director of SFM LLC 888 Seventh Avenue
Vice President 33rd Floor
(United States) New York, NY 10106
Eve Mongiardo Chief Financial Officer 888 Seventh Avenue
Treasurer of Soros Private Funds 33rd Floor
(United States) Management LLC New York, NY 10106
Richard D. Holahan, Jr. Assistant General Counsel of 888 Seventh Avenue
Secretary SFM LLC 33rd Floor
(United States) New York, NY 10106
To the best of the Reporting Persons' knowledge:
(a) None of the above persons hold any Common Stock or securities
derivative thereof.
(b) None of the above persons has any contracts, arrangements,
understandings or relationships with respect to the Common Stock or securities
derivative thereof.
