ViroPharma 8-K 2006
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): August 11, 2006
(Exact Name of Registrant as Specified in its Charter)
397 EAGLEVIEW BOULEVARD, EXTON, PENNSYLVANIA 19341
(Address of Principal Executive Offices including Zip Code)
(Registrants Telephone Number, Including Area Code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Item 3.02. Unregistered Sales of Equity Securities
On August 11, 2006, ViroPharma Incorporated (the Company) and Wyeth Pharmaceuticals, a division of Wyeth (Wyeth) achieved a milestone set forth in the Stock Purchase Agreement dated December 9, 1999, as amended, between Wyeth and the Company (the Agreement) related to the clinical development program with HCV-796, an investigational oral non nucleoside hepatitis C virus (HCV) polymerase inhibitor. As a result of achieving the milestone, on August 16, 2006, Wyeth will purchase 981,836 shares of ViroPharma common stock for a purchase price of $10,000,000. The price per share for the stock was based on a premium to a trailing average price.
The common stock will be issued in reliance upon the exemption from the registration requirement of the Securities Act of 1933, as amended, afforded by Section 4(2) thereof.
Item 7.01 Regulation FD Disclosure
On August 14, 2006, the Company announced that while collection and analysis of data from their Phase 1b study of HCV-796 in combination with pegylated interferon is still ongoing, based upon the preliminary data analyzed to date, the Company and Wyeth are preparing to initiate Phase 2 combination studies of HCV-796.
A copy of a press release announcing the achievement of the milestone resulting in the stock purchase and preparation for Phase 2 combination studies is set forth as Exhibit 99.1 attached hereto.
Item 9.01. Financial Statements and Exhibits.
99.1 Press Release dated August 14, 2006 regarding achievement of milestone.
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