SC TO-I

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE TO

(Rule 14d-100)

Tender Offer Statement Under Section 14(d)(1) or 13(e)(1)

of the Securities Exchange Act of 1934

VIROPHARMA INCORPORATED

(Name of Subject Company)

VIROPHARMA INCORPORATED, as Issuer

(Names of Filing Persons (identifying status as offeror, issuer or other person))

6% CONVERTIBLE SUBORDINATED NOTES DUE 2007

(Title of Class of Securities)

928241 AA6

928241 AC2

(CUSIP Number of Class of Securities)

Thomas F. Doyle

Vice President and General Counsel

405 Eagleview Boulevard

Exton, Pennsylvania 19341

(610) 458-7300

(Name, Address and Telephone Number of Persons Authorized to Receive Notices

and Communications on Behalf of filing persons)

Copies to:

Jeffrey P. Libson, Esq. Pepper Hamilton LLP 400 Berwyn Park 899 Cassatt Road Berwyn, PA 19312-1183 (610) 640-7800 Abigail Arms, Esq. Shearman & Sterling 801 Pennsylvania Avenue Washington, D.C. 20004-2604 (202) 508-8000

CALCULATION OF FILING FEE

Transaction Valuation (1)	Amount of Filing Fee (2)
$99,122,500	$12,558.83

(1) Pursuant to Rule 457(f)(1) under the Securities Act of 1933, this amount is the market value as of April 27, 2004 of the maximum amount of 6% Convertible Subordinated Notes due 2007 (the “Existing Notes”) that may be received by the Registrant from tendering holders in the exchange offer.

(2) Registration fee previously paid in connection with the Issuer’s Registration Statement on Form S-4 filed March 22, 2004.

x Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

Amount Previously Paid: $12,558.83

Form or Registration No.: Form S-4 (File No. 333-113790)

Filing Party: ViroPharma Incorporated

Date Filed: March 22, 2004

¨ Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes to designate any transactions to which the statement relates:

¨ third-party tender offer subject to Rule 14d-1.

x issuer tender offer subject to Rule 13e-4.

¨ going-private transaction subject to Rule 13e-3.

¨ amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer: ¨

Item 1. Summary Term Sheet.

This Tender Offer Statement on Schedule TO is being filed by ViroPharma Incorporated (the “Company”), pursuant to Section 13(e) of the Securities Exchange Act of 1934, as amended, in connection with its offer to exchange up to all of its outstanding 6% Convertible Subordinated Notes due 2007 (the “Existing Notes”) for 6% Convertible Senior Plus Cash Notes_SM due June 1, 2009 (the “Plus Cash Notes”) (the “Exchange Offer”) upon the terms and subject to the conditions set forth in the preliminary prospectus (the “Prospectus”) and in the related Letter of Transmittal, which are Exhibit (a)(1) and Exhibit (a)(3) to this Schedule TO, respectively.

The information set forth in the Prospectus under the caption “Summary – The Exchange Offer; Terms of the exchange offer” is incorporated herein by reference.

Item 2. Subject Company Information.

(a) Name and address. ViroPharma Incorporated, a Delaware corporation, is the subject company. The address and telephone number of its principal executive office are 405 Eagleview Boulevard, Exton, Pennsylvania 19341 (610) 458-7300.

(b) Securities. $127,900,000 of 6% Convertible Subordinated Notes due 2007.

(c) Trading market and price. There is no established trading market for the securities.

Item 3. Identity and Background of Filing Person.

(a) Name and address. The issuer is the filing person. The information set forth under Item 2(a) above is incorporated herein by reference. The address and telephone number of each of the Company’s officers and directors is c/o ViroPharma Incorporated, 405 Eagleview Boulevard, Exton, Pennsylvania 19341 (610) 458-7300.

Pursuant to General Instruction C to Schedule TO promulgated by the United States Securities and Exchange Commission, the following persons are directors and/or officers of the Company:

Name	Position
Michel de Rosen	Chairman of the Board and Chief Executive Officer
Frank Baldino, Jr., Ph.D.	Director
Paul A. Brooke	Director
William Claypool, M.D.	Director
Michael R. Dougherty	Director
Robert J. Glaser	Director
Vincent J. Milano	Vice President, Chief Financial Officer and Treasurer
Thomas F. Doyle	Vice President, General Counsel and Secretary

Item 4. Terms of the Transaction.

(a) Material terms.

(1) Tender offers.

(i)-(ii) The information set forth on the cover of the Prospectus and in the Prospectus under the caption “The Exchange Offer – Terms of the Exchange Offer; Period for Tendering Existing Notes” is incorporated herein by reference.

(iii) The information set forth on the cover page of the Prospectus and in the Prospectus under the caption “The Exchange Offer – Expiration Date” is incorporated herein by reference.

(iv) Not applicable.

(v) The information set forth in the Prospectus under the caption “The Exchange Offer – Extensions; Amendments” is incorporated herein by reference.

(vi) The information set forth in the Prospectus under the caption “The Exchange Offer – Withdrawal Rights” is incorporated herein by reference.

(vii) The information set forth in the Prospectus under the captions “The Exchange Offer – Procedures for Tendering Existing Notes,” “The Exchange Offer – Acceptance of Existing Notes for Exchange; Delivery of Plus Cash Notes,” and “The Exchange Offer – Withdrawal Rights” is incorporated herein by reference.

(viii) The information set forth in the Prospectus under the caption “The Exchange Offer – Acceptance of Existing Notes for Exchange; Delivery of Plus Cash Notes” is incorporated herein by reference.

(ix) Not applicable.

(x) The information set forth in the Prospectus under the caption “Summary – Comparison of Plus Cash Notes and Existing Notes” is incorporated herein by reference.

(xi) The information set forth in the Prospectus under the caption “Capitalization” is incorporated herein by reference.

(xii) The information set forth in the Prospectus under the caption “United States Federal Income Tax Considerations” is incorporated herein by reference.

(2) Mergers or similar transactions.

Not applicable.

(b) Purchases. No officer, director or affiliate of the Company owns any Existing Notes and, therefore, will not tender any Existing Notes in the Exchange Offer.

Item 5. Past Contacts, Transactions, Negotiations and Agreements.

(e) The Company sponsors certain equity-based compensation plans, including stock option, stock purchase, and restricted stock plans, and is party to stock option agreements with certain of its employees. These plans and agreements provide for the grant of options to purchase shares of the Company’s common

stock, among other things. For further information regarding the terms of these plans and agreements, see the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2003 and the amendment thereto and the sections in the Company’s 2004 Annual Meeting Proxy Statement captioned “Compensation of Directors,” “Executive Compensation,” and “Equity Compensation Plans.”

In connection with the collaboration and license agreement with the Company, Wyeth is required to purchase predetermined dollar amounts of additional shares of the Company’s common stock at a market value premium at the time of completion of certain product development stages.

The information set forth in the Prospectus under the caption “Description of Capital Stock” is incorporated herein by reference.

Item 6. Purposes of the Transaction and Plans or Proposals.

(a) Purposes. The information set forth in the Prospectus under the caption “Summary – Questions and Answers About the Exchange Offer and New Money Offering” is incorporated herein by reference.

(b) Use of the securities acquired. The Existing Notes acquired in the transaction will be retired.

(c) Plans.

(1) The information set forth in the Prospectus under the caption “Use of Proceeds” is incorporated herein by reference.

(2) None.

(3) The information set forth in the Prospectus under the caption “Capitalization” is incorporated herein by reference.

(4) None.

(5) None.

(6) The information set forth in the Prospectus under the caption “Risk Factors – Risks Related to ViroPharma” is incorporated herein by reference.

(7) None.

(8) None.

(9) The information set forth in the Prospectus under the heading “New Money Offering of Additional Plus Cash Notes” is incorporated herein by reference.

(10) None.

Item 7. Source and Amount of Funds or Other Consideration.

(a) Source of funds. The consideration to be used in the Exchange Offer consists of Plus Cash Notes. If all of the Existing Notes are tendered and accepted for exchange, an aggregate principal amount of $99,122,500 of Plus Cash Notes will be issued. The information set forth in the Prospectus under the caption “The Exchange Offer – Fees and Expenses” is incorporated herein by reference. The Company expects to pay fees and expenses in connection with the Exchange Offer with available cash.

(b) Conditions. Not applicable.

(d) Borrowed funds. (1) – (2) Not applicable.

Item 8. Interest in Securities of the Subject Company.

(a) Securities ownership. None.

(b) Securities transactions. Based on the Company’s records and on information provided to the Company by its respective directors or executive officers, associates and subsidiaries, none of the Company or any of its associates or subsidiaries or persons controlling the Company, and, to the best of the Company’s knowledge, none of the directors or executive officers of the Company or any of its subsidiaries, or any associates or subsidiaries of any of the foregoing, has effected any transactions in the Existing Notes during the past 60 days.

Item 9. Person/Assets, Retained, Employed, Compensated or Used.

(a) Solicitations or recommendations. The information set forth in the Prospectus under the captions “The Exchange Offer – Fees and Expenses” and “Plan of Distribution” is incorporated herein by reference.

Item 10. Financial Statements.

(a) Financial information.

The following financial statements and information is incorporated by reference:

(1) The audited consolidated financial statements of the Company set forth in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2003, as filed on March 22, 2004.

(2) Not applicable.

(3) The information set forth in the Prospectus under the captions “Selected Consolidated Financial Data” and “Price Range of Common Stock;” and exhibit 12.1 to the Prospectus “Statement Regarding Computation of Ratio of Earnings to Fixed Charges”.

(4) Not applicable.

(b) Pro forma. The information set forth in the Prospectus under the caption “Capitalization” is incorporated herein by reference.

Item 11. Additional Information.

(a) Agreements, regulatory requirements and legal proceedings.

(1) None other than as previously disclosed.

(2) The only regulatory requirements that must be met are those imposed by applicable securities laws.

(3) Not applicable.

(4) Not applicable.

(5) None.

(b) Other material information. The information set forth in the Prospectus and the Letter of Transmittal (Exhibits (a)(1) and (a)(3) respectively, to this Schedule TO) is incorporated herein by reference.

Item 12. Exhibits.

(a)     (1) Preliminary Prospectus, dated April 28, 2004, incorporated herein by reference to the Company’s Registration Statement on Form S-4 (File No. 333-113790) as amended.

(2) Form of 6% Convertible Senior Plus Cash Notes_SM Indenture between the Issuer and U.S. Bank National Association (the “Indenture”).*

(3) Form of Letter of Transmittal.*

(4) Form of Notice of Guaranteed Delivery.*

(5) Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and other Nominees.*

(6) Form of Letter to Clients.*

(7) Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9.*

(8) Press Release issued March 19, 2004.

(9) Press Release issued April 28, 2004.

(b) Not applicable.

(d)     (1) Rights Agreement, dated as of September 10, 1998, between ViroPharma Incorporated and StockTrans, Inc., which includes the form of Rights Certificate and the Summary of Rights to Purchase Preferred Shares (previously filed as Exhibit 1 to ViroPharma’s Registration Statement on Form 8-A filed on September 21, 1998).

(2) 2001 Equity Incentive Plan (previously filed as an exhibit to ViroPharma’s Form 10-K for the year ended December 31, 2001).

(3) 1995 Stock Option and Restricted Share Plan, as amended (previously filed as an annex to ViroPharma’s Proxy Statement filed with the Commission on March 27, 2003).

(4) Amended and Restated ViroPharma Incorporated Employee Stock Purchase Plan (previously filed as an annex to ViroPharma’s Proxy Statement filed with the Commission on March 27, 2003).

(5) Amended and Restated Certificate of Incorporation of the Company, as amended by a Certificate of Amendment of Amended and Restated Certificate of Incorporation dated May 18, 1999, as further amended by a Certificate of Amendment of Amended and Restated Certificate of Incorporation dated May 24, 2000 (previously filed as an exhibit to ViroPharma’s Form 10-Q for the quarter ended June 30, 2000).

(6) Amended to Stock Purchase Agreement dated June 26, 2003 between ViroPharma Incorporated and Wyeth (previously filed as an exhibit to ViroPharma’s Form 10-Q for the quarter ended June 30, 2003).

(g) See Exhibit (a)(1) above.

1. The information set forth in response to Item 12(a)(1) of this Schedule TO is incorporated herein by reference.

* Filed as an exhibit to the Company’s Registration Statement on Form S-4 (File No. File No. 333-113790) as amended and incorporated herein by reference.

Item 13. Information Required by Schedule 13E-3.

Not applicable.

SIGNATURE

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Schedule TO is true, complete and correct.

VIROPHARMA INCORPORATED

/S/    VINCENT J. MILANO

Name: Vincent J. Milano

Title: Vice President, Chief Financial Officer and Treasurer

Date: April 28, 2004

INDEX TO EXHIBITS

Exhibit Number	Description
(a)(1)	Preliminary Prospectus, dated April 28, 2004, incorporated herein by reference to the Company’s Registration Statement on Form S-4 (File No. 333-113790) as amended.
(a)(2)	Form of 6% Convertible Senior Plus Cash NotesSM Indenture between the Issuer and U.S. Bank National Association (the “Indenture”).*
(a)(3)	Form of Letter of Transmittal.*
(a)(4)	Form of Notice of Guaranteed Delivery.*
(a)(5)	Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.*
(a)(6)	Form of Letter to Clients.*
(a)(7)	Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9.*

(a)(8)	Press Release issued March 19, 2004.
(a)(9)	Press Release issued April 28, 2004.
(d)(1)	Rights Agreement, dated as of September 10, 1998, between ViroPharma Incorporated and StockTrans, Inc., which includes the form of Rights Certificate and the Summary of Rights to Purchase Preferred Shares (previously filed as Exhibit 1 to ViroPharma’s Registration Statement on Form 8-A filed on September 21, 1998).
(2)	2001 Equity Incentive Plan (previously filed as an exhibit to ViroPharma’s Form 10-K for the year ended December 31, 2001).
(3)	1995 Stock Option and Restricted Share Plan, as amended (previously filed as an annex to ViroPharma’s Proxy Statement filed with the Commission on March 27, 2003).
(4)	Amended and Restated ViroPharma Incorporated Employee Stock Purchase Plan (previously filed as an annex to ViroPharma’s Proxy Statement filed with the Commission on March 27, 2003).
(5)	Amended and Restated Certificate of Incorporation of the Company, as amended by a Certificate of Amendment of Amended and Restated Certificate of Incorporation dated May 18, 1999, as further amended by a Certificate of Amendment of Amended and Restated Certificate of Incorporation dated May 24, 2000 (previously filed as an exhibit to ViroPharma’s Form 10-Q for the quarter ended June 30, 2000).
(g)	See Exhibit (a)(1) above.

* Filed as an exhibit to the Company’s Registration Statement on Form S-4 (File No. 333-113790) as amended and incorporated herein by reference.

EX-99.A8

Exhibit (a)(8)

ViroPharma Announces Filing of Registration Statements for Proposed Exchange Offer with the Holders of its 6% Convertible Subordinated Notes Due 2007 and $25,000,000 New Money Notes Offering

Company Initiates Effort to Restructure Existing Debt and Raise Additional Capital

EXTON, Pa., March 19, 2004 — ViroPharma Incorporated (Nasdaq:VPHM), a pharmaceutical company focused on developing and commercializing products that address serious diseases treated by physician specialists and in hospital settings, today announced that it has filed a registration statement with the Securities and Exchange Commission relating to a proposed exchange offer involving holders of its currently outstanding 6% Convertible Subordinated Notes due March 2007. In the proposed exchange offer, ViroPharma would offer up to $99,122,500 aggregate principal amount of its new 6% Convertible Senior Plus Cash Notes(SM) due 2009 for up to all of the $127,900,000 aggregate principal amount of its currently outstanding 6% Convertible Subordinated Notes. In addition, the Company also filed a registration statement in connection with its offer to the public of an additional $25,000,000 of the new Convertible Senior Plus Cash Notes(SM) for cash.

If consummated, the exchange offer will extend the maturity of the company’s indebtedness by over two additional years to be more consistent with its current business plans. The exchange offer also will significantly reduce the conversion price of the notes in order to provide a better opportunity for the notes to convert into shares of ViroPharma’s common stock. The additional cash offer will provide the company with greater resources to execute its business development and operational plans.

Piper Jaffray & Co. is serving as the dealer manager for the exchange offer and placement agent for the cash offer. Registration statements relating to these securities have been filed with the Securities and Exchange Commission but have not yet become effective. These securities may not be exchanged or sold, nor may offers to exchange or offers to buy them be accepted prior to the time the registration statements become effective. This press release shall not constitute an offer to exchange or sell, or the solicitation of an offer to buy, the securities, nor shall there be any offer, exchange, solicitation or sale of any securities in any State in which such offer, exchange, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such State or other jurisdiction.

At the time the exchange offer is commenced, ViroPharma will file a Tender Offer Statement with the Securities and Exchange Commission. The Tender Offer Statement (including the prospectus attached as an exhibit thereto, a related letter of transmittal and other offer documents) will contain important information that should be read carefully before any decision is made with respect to the exchange offer. A registration statement relating to the new money offering has been filed with the Securities and Exchange Commission but has not yet become effective. The prospectus, the related letter of transmittal and certain other offer documents will be made available to all holders of the 6% Convertible Subordinated Notes due 2007 at no expense to them. The Tender Offer Statement (including the prospectus, the related letter of transmittal and all other offer documents filed with the Securities and Exchange Commission) will also be available for free at the Securities and Exchange Commission’s website at www.sec.gov

About ViroPharma Incorporated

ViroPharma Incorporated is committed to the development and commercialization of products that address serious diseases treated by physician specialists and in hospital settings. ViroPharma is currently focused on drug development activities in viral diseases including cytomegalovirus (CMV) and hepatitis C (HCV). The information in this press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. A number of factors could cause actual results to differ materially from the company’s assumptions and expectations, including the possibility that the exchange offer and the new money offer may not be initiated, or if initiated, may not be consummated; the new 6% Convertible Senior Plus Cash Notes(SM) due 2009 may not be converted, and if such notes are converted, a significant number of shares of the Company’s Common Stock would be issued; the Company may not be successful in the execution of its business operations and plans; and the Company may not be able to

service its debt obligation. Additional risks are described in the risk factors contained in the registration statements on Forms S-3 and S-4 filed today with the Securities and Exchange Commission.

CONTACT: ViroPharma Incorporated

Vincent J. Milano, Vice President, CFO and Treasurer

(610) 321-6225

EX-99.A9

Exhibit (a)(9)

	Contacts:	Vincent J. Milano
		Vice President, CFO and Treasurer
		ViroPharma Incorporated
		Phone (610) 321-6225
		William C. Roberts
		Director, Corporate Communications
		ViroPharma Incorporated
		Phone (610) 321-6288

VIROPHARMA INCORPORATED COMMENCES EXCHANGE OFFER FOR ITS 6%

CONVERTIBLE SUBORDINATED NOTES DUE 2007

EXTON, Pa., April 28, 2004 — ViroPharma Incorporated (Nasdaq:VPHM), a pharmaceutical company focused on developing and commercializing products that address serious diseases treated by physician specialists and in hospital settings, including cytomegalovirus (CMV) and hepatitis C (HCV), today announced that it commenced an offer to exchange up to $99,122,500 aggregate principal amount of its new 6% Convertible Senior Plus Cash Notes(SM) due 2009 for up to all of the $127,900,000 aggregate principal amount of its currently outstanding 6% Convertible Subordinated Notes. In addition, the Company is offering to the public an additional $25,000,000 of the new Convertible Senior Plus Cash Notes(SM) for cash.

The exchange offer is scheduled to expire on May 25, 2004, unless extended.

U.S. Bancorp Piper Jaffray Inc. is serving as the dealer manager for the exchange offer and placement agent for the new money offering. U.S. Bank National Association is serving as the exchange agent. A prospectus related to the exchange offer and the new money offering, and a letter of transmittal and other materials related to the exchange offer, are available free of charge from the information agent, Georgeson Shareholder Communications Inc., 17 State Street, 10th Floor, New York, New York 10004 (800-259-3515). The prospectus related to the exchange offer and the new money offering, and the letter of transmittal and other materials related to the exchange offer, may also be obtained free of charge at the Securities and Exchange Commission’s website (www.sec.gov).

A tender offer statement, combined registration statement (and the prospectus included therein), a related letter of transmittal and other offer documents relating to these securities have been filed with the Securities and Exchange Commission, but the registration statement has not yet become effective. These documents contain important information that should be read carefully before any decision is made with respect to the exchange offer or the new money offering. These securities may not be exchanged or sold, nor may offers to exchange or offers to buy them be accepted, prior to the time the registration statements become effective. This press release shall not constitute an offer to exchange or sell, or the solicitation of an offer to buy, the securities, nor shall there be any offer, exchange, solicitation or sale of any securities in any State in which such offer, exchange, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such State or other jurisdiction.

The information in this press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. A number of factors could cause actual results to differ materially from the Company’s assumptions and expectations, including the possibility that the exchange offer and the new money offer may not be initiated, or if initiated, may not be consummated; the new 6% Convertible Senior Plus Cash Notes(SM) due 2009 may not be converted, and if such notes are converted, a significant number of shares of the Company’s Common Stock would be issued; the Company may not be successful in the execution of its business operations and plans; and the Company may not be able to service its debt obligation. Additional risks are described in the risk factors contained in the registration statements on Forms S-3 and S-4 filed today with the Securities and Exchange Commission.

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