ViroPharma 8-K 2005
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of Earliest Event Reported): May 6, 2005
(Exact Name of Registrant as Specified in its Charter)
(Registrants Telephone Number, Including Area Code)
Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Item 1.01 Entry into a Material Definitive Agreement.
On May 6, 2005, ViroPharma Incorporated (the Company) received consents of registered holders of its 6% Convertible Senior Secured Notes due 2009 (the Notes) approving amendments (each an Amendment and collectively the Amendments) to the terms of: (i) the Indenture dated as of October 18, 2004 (the Indenture) governing the Notes, by and between the Company and U.S. Bank National Association, as trustee; (ii) the Convertible Notes Registration Rights Agreement dated as of October 18, 2004 (the Registration Rights Agreement) by and among the Company and the Investors named therein or their permitted assigns; and (iii) the Security Agreement dated as of November 9, 2004 (the Security Agreement) by and between the Company and U.S. Bank National Association, as Collateral Agent. The Amendment to the Indenture provides that the limitations on the Companys ability to make certain issuances of its common stock as set forth in the Indenture shall expire on the close of business on September 7, 2005 and clarifies under what conditions the Company may auto-covert the Notes prior to October 18, 2006. The Amendment to the Registration Rights Agreement modifies the date by which the Company must register under the Securities Act of 1933, as amended the $12.5 million of additional Notes issued on April 5, 2005, which registration was declared effective on April 22, 2005. The Amendment to the Security Agreement expands the definition of Permitted Encumbrances. The Amendments to the Indenture and the Registration Rights Agreement became effective on May 6, 2005 and the Amendment to the Security Agreement became effective on May 9, 2005.
The foregoing is a summary of the terms of each of the Amendments. Such summary does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendments, copies of which are attached hereto and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
The following exhibits are attached to this Form 8-K:
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 hereunto duly authorized.
Index of Exhibits