<PAGE>
As Filed Pursuant to Rule 424(b)(3)
Registration No. 333-37960
PROSPECTUS SUPPLEMENT
(TO PROSPECTUS DATED AUGUST 21, 2000)
VIROPHARMA INCORPORATED
$180,000,000
6% CONVERTIBLE SUBORDINATED NOTES DUE 2007 AND
THE COMMON STOCK ISSUABLE UPON CONVERSION OF THE NOTES
This prospectus supplement relates to the resale by holders of our 6%
convertible subordinated notes due March 1, 2007 and the shares of common stock
issuable upon the conversion of the notes. This prospectus supplement should be
read in conjunction with the prospectus dated August 21, 2000 which is to be
delivered with this prospectus supplement.
The information appearing in the table below, as of the date hereof,
supplements and supersedes in part the information in the table appearing under
the heading "Selling Securityholders" in the prospectus:
<TABLE>
<CAPTION>
Principal Amount of
Notes Beneficially Percentage of Number of Shares Percentage of
Owned and Notes of That May be Common Stock
Name Offered Hereby Outstanding Sold(1) Outstanding(2)
<S> <C> <C> <C> <C>
Fir Tree Value Fund, L.P. 25,032,400 13.9% 229,339 1.5
Fir Tree institutional Value Fund,
L.P. 9,412,600 5.2 86,235 *
Fir Tree Value Partners, LDC 2,555,000 1.4 23,408 *
Massachusetts Mutual Life
Insurance Company 2,575,000 1.4 23,591 *
MassMutual High Yield Partners II
LLC 2,575,000 1.4 23,591 *
MassMutual Corporate Value
Partners Limited 1,525,000 * 13,971 *
MassMutual Corporate Investors 215,000 * 1,969 *
MassMutual Participation Investors 110,000 * 1,007 *
</TABLE>
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* Less than 1%.
(1) Assumes conversion of all of the holder's notes at a conversion price of
$109.15 per share of common stock. However, this conversion price will be
subject to adjustment as described under "Description of Notes--Conversion of
Notes." As a result, the amount of common stock issuable upon conversion of the
notes may increase or decrease in the future.
(2) Calculated based on Rule 13d-3(d)(i) of the Exchange Act using 15,184,541
shares of common stock outstanding as of August 1, 2000. In calculating this
amount, we treated as outstanding the number of shares of common stock issuable
upon conversion of all of that particular holder's notes. However, we did not
assume the conversion of any other holder's notes.
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INVESTING IN THE NOTES OR THE COMMON STOCK INTO WHICH THE NOTES ARE CONVERTIBLE
INVOLVES A HIGH DEGREE OF RISK. SEE "RISK FACTORS" BEGINNING ON PAGE 5 OF THE
PROSPECTUS.
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The Securities and Exchange Commission and state securities regulators have not
approved or disapproved these securities, or determined if this prospectus is
truthful or complete. Any representation to the contrary is a criminal offense.
The date of this prospectus supplement is September 5, 2000
