0001032210-01-501246.txt : 20011031 0001032210-01-501246.hdr.sgml : 20011031 ACCESSION NUMBER: 0001032210-01-501246 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20011029 EFFECTIVENESS DATE: 20011029 FILER: COMPANY DATA: COMPANY CONFORMED NAME: VIROPHARMA INC CENTRAL INDEX KEY: 0000946840 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 232789550 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-72432 FILM NUMBER: 1769338 BUSINESS ADDRESS: STREET 1: 405 EAGLEVIEW BLVD STREET 2: PO BOX 5000 CITY: EXTON STATE: PA ZIP: 19341 BUSINESS PHONE: 6104587300 MAIL ADDRESS: STREET 1: 76 GREAT VALLEY PARKWAY CITY: MALVERN STATE: PA ZIP: 19355 S-8 1 ds8.txt FORM S-8 As filed with the Securities and Exchange Commission on October 29, 2001 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 94-2347624 ---------------------------- ----------------------------------- (State or other jurisdiction (I.R.S employer Identification No.) of incorporation) ViroPharma Incorporated 405 Eagleview Boulevard Exton, Pennsylvania 19341 (Address of Principal Executive Offices) ViroPharma Incorporated Stock Option and Restricted Share Plan (Full title of the Plan) Michel de Rosen 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
================================================================================================================ Title of Securities to Amount to Be Proposed Maximum Proposed Maximum Amount of Be Registered Registered(1) Offering Price Per Aggregate Offering Registration Share(3) Price(3) Fee ================================================================================================================ Common Stock, $.002 par value (2) 1,000,000 (4) $25.65 $25,650,000 $6,412.50 ================================================================================================================
(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) Includes rights to purchase ViroPharma Incorporated Series A Junior Participating Preferred Stock, or Rights. Prior to the occurrence of certain events, the Rights will not be exercisable or evidence separately from ViroPharma common stock. (3) Estimated solely for the purposes of calculating the registration fee pursuant to Rule 457(c) and (h) of the Securities Act of 1933, as amended, on the basis of the average of the high and the low sales price per share of the Common Stock of ViroPharma on October 23, 2001 as reported by the Nasdaq National Market. (4) Represents the additional shares of Common Stock subject to future grants under the Company's Stock Option and Restricted Share Plan. PART I INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS The information required by Part I of Form S-8 is included in documents to be given to the recipient of the securities registered hereby in accordance with Rule 428(b)(1) under the Securities Act of 1933, as amended. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT This Registration Statement is filed solely to reflect an increase of 1,000,000 shares of the Registrant's common stock, par value $0.002 per share, reserved for the Registrant's Stock Option and Restricted Share 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, Registration Statement No. 333-60951 filed on August 7, 1998 and Registration Statement No. 333-38256 filed on June 1, 2000 are incorporated herein by reference. ITEM 8. EXHIBITS. 5 Opinion of Pepper Hamilton LLP. 23.1 Consent of KPMG LLP. 23.2 Consent of Pepper Hamilton LLP (contained in Exhibit 5). 24.1 Power of Attorney (included on signature page of this Registration Statement). 99.1 ViroPharma Incorporated Stock Option and Restricted Share Plan, as amended and restated (Incorporated by reference to Annex B of the registrant's Proxy Statement filed with the Securities and Exchange Commission on April 26, 2001). SIGNATURES 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 the Exton, Pennsylvania, on the 29th day of October, 2001. ViroPharma Incorporated By: /s/ Michel de Rosen ------------------- Michel de Rosen President and Chief Executive Officer POWER OF ATTORNEY ----------------- 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 Michel de Rosen 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.
Signature Title Date --------------------------------- ----------------------------------------------- -------------------------- /s/ Michel de Rosen President, Chief Executive Officer and October 26, 2001 --------------------------------- Chairman of the Board of Directors Michel de Rosen (Principal Executive Officer) /s/ Vincent J. Milano Vice President, Chief Financial Officer and October 26, 2001 --------------------------------- Treasurer (Principal Financial and Vincent J. Milano Accounting Officer) /s/ Claude H. Nash Chairman of the Board of Directors October 26, 2001 --------------------------------- Claude H. Nash, Ph.D. /s/ Paul A. Brooke Director October 26, 2001 --------------------------------- Paul A. Brooke /s/ Frank Baldino, Jr. Director October 26, 2001 --------------------------------- Frank Baldino, Jr., Ph.D. /s/ Robert J. Glaser Director October 26, 2001 --------------------------------- Robert J. Glaser /s/ Howard Pien Director October 26, 2001 --------------------------------- Howard Pien /s/ Dennis J. Purcell Director October 26, 2001 --------------------------------- Dennis J. Purcell /s/ David J. Williams Director October 26, 2001 --------------------------------- David J. Williams
EXHIBIT INDEX 5 Opinion of Pepper Hamilton LLP. 23.1 Consent of KPMG LLP. 23.2 Consent of Pepper Hamilton LLP (contained in Exhibit 5). 24.1 Power of Attorney (included on signature page of this Registration Statement). 99.1 ViroPharma Incorporated Stock Option and Restricted Share Plan, as amended and restated (Incorporated by reference to Annex B of the registrant's Proxy Statement filed with the Securities and Exchange Commission on April 26, 2001). EX-5 3 dex5.txt LETTER Exhibit 5 --------- [LETTERHEAD OF PEPPER HAMILTON LLP] October 29, 2001 ViroPharma Incorporated 405 Eagleview Boulevard Exton, Pennsylvania 19341 Re: Registration Statement on Form S-8 relating to the ViroPharma Incorporated Stock Option and Restricted Share 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 1,000,000 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 and Restricted Share 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, /s/ PEPPER HAMILTON LLP EX-23.1 4 dex231.txt ACCOUNTANTS' CONSENT Exhibit 23.1 ------------ Independent Auditors' Consent ----------------------------- The Board of Directors ViroPharma Incorporated: We consent to the use of our report dated February 8, 2001, except as to note 14, which is as of February 27, 2001, with respect to the balance sheets of ViroPharma Incorporated as of December 31, 1999 and 2000, and the related statements of operations, comprehensive loss, stockholders' equity (deficit) and cash flows for each of the years in the three-year period ended December 31, 2000 and for the period December 5, 1994 (Inception) to December 31, 2000, incorporated herein by reference. /s/ KPMG LLP Princeton, New Jersey October 25, 2001