<PAGE>
As filed with the Securities and Exchange Commission on May 31, 2000
Registration No. 333-_______
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
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 Proposed Maximum Amount of
Title of Securities Amount to Be Maximum Aggregate Offering Registration Fee
to Registered/(1)/ Offering Price Price/(2)/ /(2)/
Be Registered Per Share/(2)/
==============================================================================================================
<S> <C> <C> <C> <C>
Common Stock, par
value $0.002
per share 750,000 $11.1875 $8,390,625 $2,216
==============================================================================================================
</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 May 26, 2000.
<PAGE>
3
This Registration Statement is filed solely to reflect an increase of
750,000 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
and Registration Statement No. 333-60951 filed on August 7, 1998 are
incorporated herein by reference.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits.
----------------
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 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 13,
2000 (File No. 0-21699)
<PAGE>
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 May 31, 2000.
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>
Signature Title Date
------------------------------ ------------------------------------------ ----------------------
<S> <C> <C>
/s/ Claude H. Nash President, Chief Executive Officer and May 31, 2000
------------------------------ Chairman of the Board of Directors
Claude H. Nash, Ph.D. (Principal Executive Officer)
/s/ Vincent J. Milano Vice President, Chief Financial Officer May 31, 2000
------------------------------ and Treasurer (Principal Financial and
Vincent J. Milano Accounting Officer)
/s/ Frank Baldino Director May 31, 2000
------------------------------
Frank Baldino, Jr., Ph.D.
/s/ Robert J. Glaser Director May 31, 2000
------------------------------
Robert J. Glaser
/s/ Ann H. Lamont Director May 31, 2000
------------------------------
Ann H. Lamont
/s/ Howard Pien Director May 31, 2000
------------------------------
Howard Pien
</TABLE>
<PAGE>
/s/ Michel de Rosen Director May 31, 2000
------------------------------
Michel de Rosen
/s/ David J. Williams Director May 31, 2000
------------------------------
David J. Williams
<PAGE>
EXHIBIT INDEX
Exhibit Numbers Description
--------------- -----------
5 Opinion of Pepper Hamilton LLP
23.1 Consent of KPMG 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)
