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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 25, 2000
VIROPHARMA INCORPORATED
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(Exact name of issuer as specified in charter)
Delaware 0-21699 23-2789550
(State or Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation or file Identification
Organization) number) Number)
405 EAGLEVIEW BOULEVARD
EXTON, PENNSYLVANIA 19341
(Address of principal executive offices)
(610) 458-7300
(Registrant's telephone number, including area code)
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Item 5. Other Events.
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On February 25, 2000, ViroPharma Incorporated ("ViroPharma") announced that it
has increased its previously announced private offering of convertible
subordinated notes due 2007 to $150 million (up from $100 million) and has
priced the offering. The offering, which was made through initial purchasers to
qualified institutional investors under Rule 144A of the Securities Act of 1933,
as amended (the "Securities Act"), and to a limited number of institutional
accredited investors, is expected to close on March 1, 2000. The notes are
convertible into shares of ViroPharma common stock at a price of $109.15 per
share, subject to certain conditions. ViroPharma also has granted the initial
purchasers of the notes an option to purchase up to an additional $30 million in
principal amount of the notes. The notes will bear interest at a rate of 6% per
annum, have a 7-year term, and can be redeemed by ViroPharma, at certain
premiums over the principal amount, at any time after March 6, 2003.
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
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 ViroPharma's 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.
ViroPharma 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 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.
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SIGNATURES
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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
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Name: Thomas F. Doyle
Title: Vice President, General Counsel
and Secretary
Dated: February 25, 2000
