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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A
For Registration of Certain Classes of Securities
Pursuant to Section 12(b) or (g) of the
Securities Exchange Act of 1934
VIROPHARMA INCORPORATED
(Formerly ViroPharma, Inc.)
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(Exact name of registrant as specified in its charter)
Delaware 23-2789550
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(State of incorporation or organization) (I.R.S. Employer Identification No.)
76 Great Valley Parkway
Malvern, Pennsylvania 19355
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(Address of principal executive offices) (Zip Code)
If this Form relates to the registration of a class of debt securities and is
effective upon filing pursuant to General Instruction A.(c)(1), please check the
following box. [_]
If this Form relates to the registration of a class of debt securities and is to
become effective simultaneously with the effectiveness of a concurrent
registration statement under the Securities Act of 1933 pursuant to General
Instruction A.(c)(2), please check the following box. [_]
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
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None None
Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, $0.002 par value per share
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(Title of class)
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Item 1. Description of Registrant's Securities to be Registered.
The section "Description of Capital Stock," to be included in a form of
prospectus which will subsequently be filed by the Registrant pursuant to Rule
424 of the Securities Act of 1933, as amended, shall be deemed incorporated by
reference into this registration statement.
Item 2. Exhibits.
Form of Amended and Restated Certificate of Incorporation of the
Registrant. Reference is made to Exhibit 3.1 to the Registration
Statement on Form S-1 (File No. 333-12407) of the Registrant, as amended.
By-Laws of the Registrant. Reference is made to Exhibit 3.2 to the
Registration Statement on Form S-1 (File No. 333-12407) of the
Registrant, as amended.
Form of Employee Stock Purchase Agreement. Reference is made to Exhibit
10.10 to the Registration Statement on Form S-1 (File No. 333-12407) of
the Registrant, as amended.
Restricted Stock Purchase Agreement, dated as of January 17, 1996, by and
between the Company and Frank Baldino, Jr. Reference is made to Exhibit
10.11 to the Registration Statement on Form S-1 (File No. 333-12407) of
the Registrant, as amended.
Series B Convertible Preferred Stock Purchase Agreement, dated as of June
16, 1995, among the Company and each of the entities on the "Schedule of
Purchasers" attached thereto as Schedule A. Reference is made to Exhibit
10.12 to the Registration Statement on Form S-1 (File No. 333-12407) of
the Registrant, as amended.
Series C Convertible Preferred Stock Purchase Agreement, dated as of May
30, 1996, among the Company and each of the individuals and entities on
the "Schedule of Purchasers" attached thereto as Schedule A. Reference is
made to Exhibit 10.13 to the Registration Statement on Form S-1 (File No.
333-12407) of the Registrant, as amended.
Amended and Restated Investors' Rights Agreement, dated as of May 30,
1996, by and among the Company and the persons identified on Schedule A,
Schedule B and the Schedule of Founders thereto. Reference is made to
Exhibit 10.16 to the Registration Statement on Form S-1 (File No. 333-
12407) of the Registrant, as amended.
Form of Amendment to Employee Stock Purchase Agreement. Reference is made
to Exhibit 10.17 to the Registration Statement on Form S-1 (File No. 333-
12407) of the Registrant, as amended.
Amendment to Restricted Stock Purchase Agreement dated as of
January 17, 1996, among the Company and Frank Baldino, Jr., dated as of
January 17, 1996. Reference is made to Exhibit 10.18 to the Registration
Statement on Form S-1 (File No. 333-12407) of the Registrant, as amended.
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereto duly authorized.
Date: November 8, 1996 VIROPHARMA INCORPORATED
By: /s/ Vincent J. Milano
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Name: Vincent J. Milano
Title: Executive Director, Finance &
Administration and Treasurer
