-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Sh5GsKiaeUw16YYjDMMDFPYrz7vbG1xtK5aKBhlrMmeWNtJt3OOszuEWLS3qr7tt T4I0Hzi/gMcpejDVw2E/Dw== 0001193125-05-038589.txt : 20050228 0001193125-05-038589.hdr.sgml : 20050228 20050228160144 ACCESSION NUMBER: 0001193125-05-038589 CONFORMED SUBMISSION TYPE: 424B3 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20050228 DATE AS OF CHANGE: 20050228 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: 424B3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-122315 FILM NUMBER: 05645614 BUSINESS ADDRESS: STREET 1: 397 EAGLEVIEW BLVD CITY: EXTON STATE: PA ZIP: 19341 BUSINESS PHONE: 6104587300 MAIL ADDRESS: STREET 1: 397 EAGLEVIEW BOULEVARD CITY: EXTON STATE: PA ZIP: 19341 424B3 1 d424b3.htm VIROPHARMA INCORPORATED 424(B)(3) ViroPharma Incorporated 424(b)(3)

As Filed Pursuant to Rule 424(b)(3)

Registration No. 333-122315

 

PROSPECTUS SUPPLEMENT NO. 2

(TO PROSPECTUS DATED FEBRUARY 9, 2005)

 

VIROPHARMA INCORPORATED

 

$62,500,000

 

6% CONVERTIBLE SENIOR NOTES DUE 2009 AND

THE SHARES OF COMMON STOCK ISSUABLE

UPON CONVERSION OF THE SENIOR CONVERTIBLE NOTES AND

UPON MAKE-WHOLE INTEREST PAYMENTS

 

This prospectus supplement relates to the resale by holders of our 6% convertible senior notes due October 18, 2009 and the shares of common stock issuable upon conversion of the senior convertible notes and upon make-whole interest payments. This prospectus supplement should be read in conjunction with the prospectus dated February 9, 2005 which is to be delivered with this prospectus supplement.

 

The table of selling securityholders contained on pages 46-48 of the prospectus is hereby amended to add the entities named below as selling securityholders and/or to reflect a change in the amount of senior convertible notes beneficially owned by the entities below. The information in the table below has been provided by the selling securityholders. The selling securityholders named below and those named in the prospectus, as supplemented to date, may have sold, transferred or otherwise disposed of all or a portion of their senior convertible notes and common stock since the date on which they provided the information regarding their ownership, in transactions exempt from the registration requirements of the Securities Act of 1933. These dispositions would affect the data in this table and in the prospectus.

 

Name of Beneficial Owner

   

Principal Amount

of senior
convertible notes
Beneficially
Owned and
Offered Hereby
($)(1)

   

Number of

Shares of
Common
Stock
Beneficially
Owned Prior
to the
Offering(2)

    Number of
Shares of
Common
Stock that
May be
Offered(2)
    Percentage of
Common Stock
Outstanding
After
Completion of
the Offering (if
one percent or
more)

Severn River Master Fund Ltd.

    $ 3,000,000    1,200,000    1,200,000    *
                       

 

 * Less than 1%.
(1) The amounts indicated represent all of the senior convertible notes beneficially owned by each named beneficial owner.
(2) Includes shares of common stock into which the senior convertible notes are convertible and shares of common stock issuable pursuant to certain make-whole interest payments. The number of shares of common stock into which the senior convertible notes are convertible assumes the initial conversion rate of one share for each $2.50 in principal amount of the senior convertible notes.

 

 

INVESTING IN OUR SECURITIES INVOLVES RISKS. YOU SHOULD CAREFULLY CONSIDER THE “RISK FACTORS” BEGINNING ON PAGE 5 OF THE PROSPECTUS BEFORE YOU DECIDE TO INVEST.

 

 

Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus supplement or the prospectus. Any representation to the contrary is a criminal offense.

 

The date of this prospectus supplement is February 28, 2005

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