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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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(b)
(Amendment No. 1)
VIROPHARMA INCORPORATED
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(Name of Issuer)
COMMON STOCK, $.002 PAR VALUE PER SHARE
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(Title of Class of Securities)
928241-10-8
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(CUSIP Number of Class of Securities)
Page 1 of 12 Pages
An Index of Exhibits appears on Page 12
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CUSIP No. 928241-10-8 SCHEDULE 13G Page 2 of 12 Pages
AMENDMENT NO. 1
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
FRAZIER HEALTHCARE II, L.P. FEIN: 91-1689734
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_]
(b) [_]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Organized under the laws of the State of Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5 SOLE VOTING POWER
0
6 SHARED VOTING POWER
733,581
7 SOLE DISPOSITIVE POWER
0
8 SHARED DISPOSITIVE POWER
733,581
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
733,581
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [_]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.4%
12 TYPE OF REPORTING PERSON*
LP
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 2 of 12 Pages
An Index of Exhibits appears on Page 12
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CUSIP No. 928241-10-8 SCHEDULE 13G Page 3 of 12 Pages
AMENDMENT NO. 1
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
FHM II, L.L.C. FEIN: 91-1689731
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_]
(b) [_]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Organized under the laws of the State of Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5 SOLE VOTING POWER
0
6 SHARED VOTING POWER
733,581
7 SOLE DISPOSITIVE POWER
0
8 SHARED DISPOSITIVE POWER
733,581
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
733,581
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [_]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.4%
12 TYPE OF REPORTING PERSON*
LLC
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 3 of 12 Pages
An Index of Exhibits appears on Page 12
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CUSIP No. 928241-10-8 SCHEDULE 13G Page 4 of 12 Pages
AMENDMENT NO. 1
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
FRAZIER MANAGEMENT, L.L.C. FEIN: 91-1678546
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_]
(b) [_]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Organized under the laws of the State of Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5 SOLE VOTING POWER
0
6 SHARED VOTING POWER
733,581
7 SOLE DISPOSITIVE POWER
0
8 SHARED DISPOSITIVE POWER
733,581
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
733,581
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [_]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.4%
12 TYPE OF REPORTING PERSON*
LLC
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 4 of 12 Pages
An Index of Exhibits appears on Page 12
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CUSIP No. 928241-10-8 SCHEDULE 13G Page 5 of 12 Pages
AMENDMENT NO. 1
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
FRAZIER & COMPANY, INC. FEIN: 91-1526760
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_]
(b) [_]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Organized under the laws of the State of Washington
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5 SOLE VOTING POWER
0
6 SHARED VOTING POWER
733,581
7 SOLE DISPOSITIVE POWER
0
8 SHARED DISPOSITIVE POWER
733,581
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
733,581
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [_]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.4%
12 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 5 of 12 Pages
An Index of Exhibits appears on Page 12
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CUSIP No. 928241-10-8 SCHEDULE 13G Page 6 of 12 Pages
AMENDMENT NO. 1
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Alan D. Frazier SS####-##-####
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_]
(b) [_]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States Citizen
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5 SOLE VOTING POWER
0
6 SHARED VOTING POWER
733,581
7 SOLE DISPOSITIVE POWER
0
8 SHARED DISPOSITIVE POWER
733,581
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
733,581
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [_]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.4%
12 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 6 of 12 Pages
An Index of Exhibits appears on Page 12
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AMENDMENTS TO SCHEDULE 13G
ITEM 1(A). NAME OF ISSUER.
This Schedule 13G relates to ViroPharma Incorporated, a Delaware
corporation (the "Company").
ITEM 1(B). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
The Company's principal executive offices are located at 76 Great Valley
Parkway, Malvern, PA 19355.
ITEM 2(A). NAME OF PERSONS FILING.
This Schedule 13G relates to each of the following persons:
. Frazier Healthcare II, L.P., a limited partnership ("FHII")
. FHM II, L.L.C., a limited liability company ("FHMII")
. Frazier Management, L.L.C., a limited liability company ("FMLLC")
. Frazier & Company, Inc., a Washington corporation ("F&C Inc.")
. Alan D. Frazier, as a director and sole shareholder of F&C Inc.
The general partner of FHII is FHMII, whose managing member is FMLLC. The
managing member of FMLLC is F&C Inc. The sole shareholder of F&C Inc. is Alan
D. Frazier.
ITEM 2(B). ADDRESS OF PRINCIPAL BUSINESS OFFICE.
The business address of each of the reporting persons is 601 Union Street,
Suite 2110, Seattle, Washington 98101.
ITEM 2(C). CITIZENSHIP.
FHII is a limited partnership organized under the laws of the State of
Delaware. FHMII and FMLLC are limited liability companies organized under the
laws of the State of Delaware. F&C Inc. is a corporation organized under the
laws of the State of Washington. Mr. Frazier is a United States citizen.
ITEM 2(D). TITLE OF CLASS OF SECURITIES.
This Schedule 13G relates to the Company's common stock, $.002 par value
per share (the "Common Stock").
Page 7 of 12 Pages
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ITEM 2(E). CUSIP NUMBER.
The CUSIP Number for the Company's Common Stock is 928241-10-8.
ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO RULES 13D-1(B) OR 13D-2(B),
CHECK WHETHER THE PERSON FILING IS A:
(a)[_] Broker or dealer registered under Section 15 of the Act,
(b)[_] Bank as defined in Section 3(a)(6) of the Act,
(c)[_] Insurance Company as defined in Section 3(a)(19) of the Act,
(d)[_] Investment Company registered under Section 8 of the Investment
Company Act,
(e)[_] Investment Advisor registered under Section 203 of the Investment
Advisors Act of 1940,
(f)[_] Employee Benefit Plan, Pension Fund which is subject to the
provisions of the Employee Retirement Income Security Act of 1974
or Endowment Fund,
(g)[_] Parent Holding Company, in accordance with Rule 13d-1(b)(ii)(G),
(h)[_] Group, in accordance with Rule 13d-1(b)(1)(ii)(H).
NOT APPLICABLE.
ITEM 4. OWNERSHIP.
The following describes the ownership of Common Stock by FHII, FHMII,
FMLLC, F&C Inc. and Mr. Alan D. Frazier as of December 31, 1997:
(a) Amount beneficially owned: 733,581(1)
(b) Percent of class: 6.4%
(c) Number of shares as to which such person has:
(i) Sole power to vote or direct the vote: 0
(ii) Shared power to vote or to direct the vote: 733,581(1)(2)
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of:
733,581(1)
Page 8 of 12 Pages
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(1) Represents shares of Common Stock held of record by FHII, of which
FHMII is the general partner. FMLLC is the managing member of FHMII
and F&C Inc. is the managing member of FMLLC. Mr. Frazier is the sole
shareholder of F&C Inc.
(2) Power to vote or to direct the vote of, and power to dispose or to
direct the disposition of, the reported shares is deemed to be shared
among each of FHII, FHMII, FMLLC, F&C Inc. and Mr. Frazier. Each of
such persons denies beneficial ownership of such shares except to the
extent of such person's respective pecuniary interest.
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
Not applicable.
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 9 of 12 Pages
An Index of Exhibits appears on Page 12
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SIGNATURE
The undersigned hereby agree that this Schedule is filed on behalf of each
of them and, after reasonable inquiry and to best of their knowledge and belief,
hereby certify that the information set forth in this statement is true,
complete and correct.
Dated: February 10, 1998
FRAZIER HEALTHCARE II, L.P.
By: FHM II, L.L.C.
Its General Partner
By: Frazier Management, L.L.C.
Its Managing Member
By: Frazier & Company, Inc.
Its Managing Member
By /s/ Alan D. Frazier
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Alan D. Frazier, President
FHM II, L.L.C.
By: Frazier Management, L.L.C.
Its Managing Member
By: Frazier & Company, Inc.
Its Managing Member
By /s/ Alan D. Frazier
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Alan D. Frazier, President
FRAZIER MANAGEMENT, L.L.C.
By: Frazier & Company, Inc.
Its Managing Member
By /s/ Alan D. Frazier
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Alan D. Frazier, President
Page 10 of 12 Pages
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FRAZIER & COMPANY, INC.
By /s/ Alan D. Frazier
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Alan D. Frazier, President, Director and
Shareholder
/s/ Alan D. Frazier
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Alan D. Frazier
Page 11 of 12 Pages
An Index of Exhibits appears on Page 12
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EXHIBIT INDEX
(1) Statement required by reporting persons pursuant to Rule 13d-1(f)(1)
(see signature page).
Page 12 of 12 Pages
An Index of Exhibits appears on Page 12
