<PAGE>
As filed with the Securities and Exchange Commission on August 7, 1998
Registration No. 333-_______
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
- --------------------------------------------------------------------------------
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
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VIROPHARMA INCORPORATED
(Exact name of registrant as specified in its charter)
DELAWARE 23-2789550
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) Identification No.)
VIROPHARMA INCORPORATED
405 EAGLEVIEW BOULEVARD
EXTON, PENNSYLVANIA 19341
(Address of Principal Executive Offices)
_______________________________
VIROPHARMA INCORPORATED STOCK OPTION PLAN
(Full title of the Plan)
_______________________________
CLAUDE H. NASH
PRESIDENT AND CHIEF EXECUTIVE OFFICER
VIROPHARMA INCORPORATED
405 EAGLEVIEW BOULEVARD
EXTON, PENNSYLVANIA 19341
(Name and Address of Agent for Service)
(610) 458-7300
(Telephone number, including area code of agent for service)
Copies of Communications to:
JEFFREY P. LIBSON, ESQUIRE THOMAS F. DOYLE, ESQUIRE
PEPPER HAMILTON LLP VIROPHARMA INCORPORATED
1235 WESTLAKES DRIVE, SUITE 400 405 EAGLEVIEW BOULEVARD
BERWYN, PENNSYLVANIA 19312-2401 EXTON, PENNSYLVANIA 19341
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed Maximum Proposed Maximum Amount of
Title of Securities to Amount to Be Offering Price Per Aggregate Offering Price/(2)/ Registration Fee /(2)/
Be Registered Registered /(1)/ Share /(2)/
<S> <C> <C> <C> <C>
COMMON STOCK, PAR
VALUE $0.002 PER SHARE 800,000 $ 20.75 $16,600,000 $ 4,897.00
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</TABLE>
/(1)/ Pursuant to Rule 416(c) under the Securities Act of 1933, this
Registration Statement also covers such additional shares as may hereinafter be
offered or issued to prevent dilution resulting from stock splits, stock
dividends, recapitalization or certain other capital adjustments.
/(2)/ Calculated pursuant to Rule 457(h) under the Securities Act of 1933, based
upon the average of the high and low sale prices of the Registrant's Common
Stock reported on the NASDAQ National Market on July 31, 1998.
<PAGE>
This Registration Statement is filed solely to reflect an increase of
800,000 shares of the Registrant's common stock, par value $0.002 per share,
reserved for the Registrant's 1995 Stock Option Plan, as amended and restated.
Except as noted below, in accordance with General Instruction E to Form S-8, the
contents of the Registration Statement No. 333-34129 filed on August 22, 1997
are incorporated herein by reference.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits.
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The exhibit list is amended to read in its entirety as follows:
Exhibit Number Description
- -------------- -----------
5 Opinion of Pepper Hamilton LLP
23.1 Consent of KPMG Peat Marwick LLP
23.2 Consent of Pepper Hamilton LLP (included in its opinion filed as
Exhibit 5 hereto)
24 Power of Attorney (included on the Signature Page of
this Registration Statement)
99 ViroPharma Incorporated Stock Option Plan, as amended and
restated (1)
______________________
(1) Filed as Annex A to the Registrant's proxy statement filed on April 15,
1998 (File No. 0-21699)
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SIGNATURES AND POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized in Exton, Pennsylvania on July 31, 1998.
VIROPHARMA INCORPORATED
By: /s/ Claude H. Nash
----------------------------------------
Claude H. Nash, President and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Each person in so signing also makes, constitutes and appoints Claude H.
Nash and Vincent J. Milano, and each of them acting alone, his or her true and
lawful attorney-in-fact and agent with full power of substitution, to execute
and cause to be filed with the Securities and Exchange Commission, pursuant to
the requirements of the Securities Act of 1933, as amended, any and all
amendments and post-effective amendments to this Registration Statement, with
exhibits thereto and other documents in connection therewith, and hereby
ratifies and confirms all that said attorneys-in-fact or his or her substitute
or substitutes, may do or cause to be done by virtue hereof.
<TABLE>
<CAPTION>
Name Title Date
- ----------------------------------------------------- ------------------------------- -------------
<S> <C> <C>
/s/ Claude H. Nash President, Chief Executive July 31, 1998
- ----------------------------------------------------- Officer and Chairman of the
Claude H. Nash Board (Principal Executive
Officer)
/s/ Vincent J. Milano Vice President, Chief July 31, 1998
- ----------------------------------------------------- Financial Officer and Treasurer
Vincent J. Milano
/s/ Frank Baldino, Jr., Ph.D. Director July 31, 1998
- --------------------------------
Frank Baldino, Jr., Ph.D.
/s/ Robert J. Glaser Director July 31, 1998
- -------------------------------------
Robert J. Glaser
/s/ Ann H. Lamont Director July 31, 1998
- -----------------------------------
Ann H. Lamont
/s/ David J. Williams Director July 31, 1998
- -----------------------------------
David J. Williams
</TABLE>
<PAGE>
EXHIBIT INDEX
Exhibit Numbers Description
- --------------- -----------
5 Opinion of Pepper Hamilton LLP
23.1 Consent of KPMG Peat Marwick LLP
23.2 Consent of Pepper Hamilton LLP (included in its opinion
filed as Exhibit 5)
24 Power of Attorney (included on signature page of this
Registration Statement)
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EXHIBIT 5
[LETTERHEAD OF PEPPER HAMILTON LLP]
August 7, 1998
ViroPharma Incorporated
405 Eagleview Boulevard
Exton, Pennsylvania 19341
Re: Registration Statement on Form S-8 relating to the ViroPharma
Incorporated Stock Option Plan, as amended and restated
-------------------------------------------------------------
Ladies and Gentlemen:
We have acted as counsel to ViroPharma Incorporated, a Delaware
corporation (the "Company") in connection with the Registration Statement on
Form S-8 (the "Registration Statement") filed by the Company with the Securities
and Exchange Commission pursuant to the Securities Act of 1933, as amended (the
"Act"), relating to an additional 800,000 shares of the Company's common stock,
par value $0.002 per share (the "Common Stock"), reserved for and issuable under
the ViroPharma Incorporated Stock Option Plan, as amended and restated (the
"Plan").
In rendering this opinion, we have examined the Registration Statement
and the exhibits thereto, including the Plan, certain records of the Company's
corporate proceedings as reflected in its minute books and such statutes,
records and other documents as we have deemed relevant. In our examination, we
have assumed the genuineness of documents submitted to us as originals and the
conformity with the originals of all documents submitted to us as copies
thereof.
Based on the foregoing, it is our opinion that the shares of Common
Stock issuable under the Plan will be, when issued and paid for in accordance
with the terms of the Plan, validly issued, fully paid and non-assessable.
The opinion set forth above is limited to the General Corporation Law
of the State of Delaware, as amended.
We hereby consent to the use of this opinion as Exhibit 5 to the
Registration Statement. In giving such consent, we do not thereby admit that we
are acting within the category of persons whose consent is required under
Section 7 of the Act and the rules or regulations of the Commission thereunder.
The opinion expressed herein is solely for your benefit and may be
relied upon only by you.
Sincerely,
PEPPER HAMILTON LLP
<PAGE>
EXHIBIT 23.1
The Stockholders and Board of Directors
ViroPharma Incorporated:
We consent to the use of our report incorporated herein by reference.
KPMG Peat Marwick LLP
Princeton, New Jersey
August 5, 1998
