<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): February 16, 2000
VIROPHARMA INCORPORATED
-----------------------
(Exact name of issuer as specified in charter)
<TABLE>
<CAPTION>
<S> <C> <C>
DELAWARE 0-21699 23-2789550
(State or Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation or file Identification
Organization) number) Number)
</TABLE>
405 Eagleview Boulevard
Exton, Pennsylvania 19341
(Address of principal executive offices)
(610) 458-7300
(Registrant's telephone number, including area code)
<PAGE>
Item 5. Other Events.
------------
On February 16, 2000, ViroPharma Incorporated ("ViroPharma") announced that it
intends, subject to market and other conditions, to make a private offering of
$100 million of convertible subordinated notes due 2007, with an option to issue
an additional $20 million of notes. The notes will be convertible into shares of
ViroPharma common stock and will be subordinated in right of payment to all
senior indebtedness of ViroPharma.
ViroPharma intends to use the net proceeds of the offering for the
commercialization of pleconaril, including pre-marketing activities,
manufacturing of initial launch inventory, hiring a specialty sales force,
expanding that sales force to maximize the return for pleconaril from a
potential co-promotion partnership and building the requisite infrastructure.
Additionally, it intends to use the remaining proceeds for the potential
acquisition of marketed products, ongoing conduct of human clinical trials for
hepatitis C and respiratory syncytial virus disease product candidates, ongoing
research, further clinical development of pleconaril and for general corporate
purposes.
This current report on Form 8-K is neither an offer to sell nor a solicitation
of an offer to buy any of these securities. The notes and common stock issuable
upon conversion of the notes have not been registered under the Securities Act
of 1933, as amended (the "Securities Act"), or applicable state securities laws
and may not be offered or sold in the United States absent registration under
the Securities Act and applicable state securities laws or an applicable
exemption from the registration requirements. This current report is being filed
pursuant to and in accordance with Rule 135c under the Securities Act.
This current report contains forward-looking statements that involve a number of
risks and uncertainties, including those relating to the marketing of the notes
and the commercialization and manufacturing activities for pleconaril, hiring a
sales force, building infrastructure and acquiring products from third parties.
There can be no assurance that ViroPharma will be able to accomplish these
objectives on a timely basis, or at all. Many factors could negatively affect
the success of our efforts. Investigational pharmaceutical products, such as
pleconaril and ViroPharma's product candidates for hepatitis C and respiratory
syncytial virus, require significant time and effort for research and
development, laboratory testing and clinical testing prior to regulatory
approval and commercialization. The development of a marketing and sales
capability will require significant expenditures, management resources and time.
We may be unable to build such a sales force. As a result, all of the activities
described in this current report are subject to risks and uncertainties. Neither
the Food and Drug Administration nor any other regulatory authority has approved
any of ViroPharma's product candidates for commercialization. There can be no
assurance that the Food and Drug Administration or other regulatory authority
approval for any product candidate under development by ViroPharma will be
granted on a timely basis or at all. Even if approved, there can be no assurance
that such drug candidates will achieve market acceptance. These factors, and
other factors that could cause future results to differ materially from the
expectations expressed in this current report, include, but are not limited to,
those described in ViroPharma's Registration Statement on Form S-3 dated October
21, 1999 filed with the Securities and Exchange Commission. The forward-looking
statements contained in this current report may become outdated over time.
ViroPharma does not assume any responsibility for updating any forward-looking
statements.
<PAGE>
SIGNATURES
----------
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
VIROPHARMA INCORPORATED
By: /s/ Thomas F. Doyle
----------------------------------------
Name: Thomas F. Doyle
Title: Vice President, General
Counsel and Secretary
Dated: February 16, 2000
