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This excerpt taken from the VPHM 8-K filed Oct 23, 2009.

(Registrant’s 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:

 

¨ Written communications pursuant to Rule 425 under the Securities Act

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

 

 

 


Item 1.02. Termination of a Material Definitive Agreement.

On October 20, 2009, ViroPharma Biologics, Inc., a wholly owned subsidiary of ViroPharma Incorporated (“ViroPharma”) and Plasma Centers of America, LLC (PCA) entered into a letter agreement (the “Letter Agreement”) providing for the termination of the Strategic Supply Agreement (the “Purchase Agreement”) with PCA dated April 3, 2008.

Pursuant to the Letter Agreement, the Purchase Agreement is immediately terminated and ViroPharma is no longer obligated to perform its obligations under the Purchase Agreement, which obligations included acquiring PCA constructed and operated plasma collection centers or purchasing source plasma from PCA. The Letter Agreement provides that PCA shall not be obligated refund any payments previously made by ViroPharma to PCA, and also contains mutual releases between the parties. The parties determined to mutually terminate the Purchase Agreement following disagreements regarding project timelines.

ViroPharma currently maintains plasma inventory and plasma supply contracts with multiple sources of plasma. ViroPharma believes that additional supply of plasma is currently available to ViroPharma such that the termination of the Purchase Agreement will not impact ViroPharma’s ability to meet its plasma requirements.


This excerpt taken from the VPHM 8-K filed Aug 5, 2009.

(Registrant’s 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:

 

¨ Written communications pursuant to Rule 425 under the Securities Act

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

 

 

 


Item 8.01. Other Events.

On August 4, 2009, the U.S. Food and Drug Administration convened a meeting of its Advisory Committee for Pharmaceutical Science and Clinical Pharmacology to discuss bioequivalence recommendations for oral vancomycin hydrochloride capsule drug products. “ViroPharma Announces Support by Advisory Committee of the Office of Generic Drugs Proposed Guidelines for Developing Generic Versions of Oral Vancomycin Hydrochloride”

The full text of a press release issued by ViroPharma Incorporated in connection with the announcement is set forth as Exhibit 99.1 attached hereto.

 

Item 9.01 Financial Statements and Exhibits.

The following exhibits are attached to this Form 8-K:

 

(d)   Exhibit No.  

Description

  99.1   Press release dated August 4, 2009.


This excerpt taken from the VPHM 8-K filed Jul 15, 2009.

(Registrant’s 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:

 

¨ Written communications pursuant to Rule 425 under the Securities Act

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

 

 

 


Item 1.01 Entry into a Material Definitive Agreement.

On July 9, 2009, ViroPharma Biologics, Inc., a wholly owned subsidiary of ViroPharma Incorporated, (“ViroPharma Biologics”) entered into an amendment (the “Amendment”) to its Agreement for the Purchase and Sale of Blood Plasma (the “Agreement”) with DCI Management Group LLC (“DCI”). Pursuant to the Amendment the parties agreed to extend the initial term of the Agreement, reduced the base purchase price per liter of plasma, increased the minimum purchase requirements, adjusted the base price in the event certain testing is performed by a third party, and modified the price adjustment terms for future periods. The parties also modified the provisions allowing for adjustment to the minimum purchase requires and modified the termination provisions. In addition, the parties specifically identified a new plasma collection center contemplated by the Agreement, supplemented the terms of the Agreement to provide for the possibility of an additional center, reduced the time period allowed for DCI to receive regulatory approval of such center and permits DCI to sell a specified percentage of the output of such new centers for specialty plasma programs which do not compete with ViroPharma. Additional terms modified in the Amendment include inspection rights, extended payment terms and an increase in insurance coverage. The previously disclosed material terms of the Agreement remain unchanged and in effect. ViroPharma Incorporated intends to file a copy of the Amendment as an exhibit to its quarterly report on Form 10-Q for the third quarter of 2009.

This excerpt taken from the VPHM 8-K filed Jun 23, 2009.

(Registrant’s 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:

 

¨ Written communications pursuant to Rule 425 under the Securities Act

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

 

 

 


Item 1.01 Entry into a Material Definitive Agreement.

Amendment to Distribution and Manufacturing Services Agreement

On June 18, 2009, a, ViroPharma Biologics, Inc., a wholly owned subsidiary of ViroPharma Incorporated, (“ViroPharma Biologics”) entered into an amendment (the “Amendment”) to its Distribution and Manufacturing Services Agreement (the “Agreement”) with Sanquin Blood Supply Foundation (“Sanquin”). Pursuant to the Amendment, Sanquin shall dedicate additional resources to the manufacture of Cinryze, including the purchase of additional equipment and hiring of additional personnel. The additional resources are intended to assist Sanquin with regulatory matters, improve efficiency and assist with the ongoing efforts to expand manufacturing capacity for Cinryze. In connection with the Amendment, the parties have established a work plan which specifies the timing for purchasing and installing the additional equipment and hiring and training the additional employees (the “Work Plan”). As consideration for the additional resources dedicated by Sanquin, the purchase price for Cinryze shall be increased upon Sanquin’s achievement of certain milestones set forth in the Work Plan. The previously disclosed material terms of the Agreement remain unchanged and in effect.

Intermediate Supply Agreement with Biotest AG

On June 19, 2009, ViroPharma SPRL, a wholly owned subsidiary of ViroPharma Incorporated, (“ViroPharma SPRL”) entered into an intermediate supply agreement (the “Supply Agreement”) with Biotest AG (“Biotest”) pursuant to which ViroPharma SPRL will sell to Biotest all excess output of specific intermediate plasma products (the “Intermediates”) derived from the plasma processed by Sanquin in manufacturing Cinryze. In addition, ViroPharma SPRL offered Biotest a right of first refusal to purchase unprocessed plasma in the event ViroPharma SPRL elects to sell unprocessed plasma to a third party. Biotest also agreed to provide ViroPharma SPRL with a right of first refusal, subject to certain exceptions, to repurchase certain by products derived from the Intermediates. The Supply Agreement has an initial term expiring December 31, 2014, unless sooner terminated, which represents a two year extension from the existing Biotest agreement with ViroPharma Biologics. In addition ViroPharma SPRL established pricing for a pre-determined volume of source plasma (the “Target Volume”) at a price lower than the price provided in the existing Biotest agreement with ViroPharma Biologics, provided that the parties shall renegotiate pricing terms upon achievement of the Target Volume. Either party may terminate the Supply Agreement upon written notice if the other party is in material breach of any provision thereof, subject to applicable cure periods. In the event of a breach of the Supply Agreement by Biotest, Biotest shall be liable to purchase all amounts of Intermediates deliverable under the Supply Agreement during its remaining term.

ViroPharma Incorporated intends to file a copy of each of the foregoing agreements as an exhibit to the Company’s next quarterly report on Form 10-Q.


Item 1.02 Termination of a Material Definitive Agreement.

On June 19, 2009, ViroPharma Biologics terminated an existing intermediate supply agreement dated April 9, 2008 with Biotest pursuant to which ViroPharma SPRL sold to Biotest all excess Intermediates derived from the plasma processed by Sanquin on behalf of ViroPharma Biologics.

This excerpt taken from the VPHM 8-K filed Jun 17, 2009.

(Registrant’s 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:

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17CFR240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17CFR240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17CFR240.13e-4(c))

 

 

 


Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On June 11, 2009, the Compensation Committee (the “Committee”) of the Board of Directors (the “Board”) of ViroPharma Incorporated (the “Company”), approved certain amendments to the previously disclosed terms of the change of control agreements (the “Agreements”) which the Company previously entered into with its executive officers and general counsel. The amendments were included in amended and restated Agreements with each of the executive officers and general counsel, which supersede in the entirety the terms of their respective existing Agreements.

The previously disclosed material terms of the Agreements remained substantially unchanged with the exception of the following changes to material provisions of the Agreements:

Change in the Definition of “Good Reason”

The amended and restated Agreements include modifications to the definition of “Good Reason.” Under the terms of the amended and restated Agreements, “Good Reason” is defined as, without the employee’s prior written consent: (i) a material diminution in the employee’s authorities, duties, titles or responsibilities; (ii) a change in the location of the facility at which employee is required to perform his or her duties to more than 50 miles from Exton, Pennsylvania; (iii) a reduction of the employee’s Base Salary (as defined in the Agreement) or the amount of the employee’s Target Bonus (as defined in the Agreement) by five percent (5%) or more or (iv) the Company’s failure to pay or make available any material payment or benefit due under the Agreement or any other material breach by the Company of the Agreement.

However, the above events or conditions will constitute “Good Reason” only if (i) such event or condition occurs during the period beginning ninety (90) days immediately preceding a Change of Control (as defined in the Agreement) and ending twenty-four (24) months thereafter and (ii) the employee provides the Company with written objection to the event or condition within 60 days following the occurrence thereof, the Company does not reverse or otherwise cure the event or condition within 30 days of receiving that written objection and the employee resigns employee’s employment within 90 days following the expiration of that cure period.

Expansion of Severance Protection Period

The Agreements have been amended and restated to expand the period of time during which an employee may be entitled to severance payments and benefits upon termination of the employee’s employment. Under the terms of the amended and restated Agreements, an employee will be entitled to receive severance payments and benefits if the employee’s employment is terminated by the Company without Cause (as defined in the Agreement), by the employee for Good Reason or on account of the employee’s death or Disability (as defined in the Agreement) within twenty-four months after a Change of Control or ninety days prior to a Change of Control (each event, a “Covered Termination”).

Increased Severance Payments and Benefits Upon a Covered Termination

The Agreements have been amended and restated to increase the amount of severance payments and benefits that an employee would be entitled to receive upon a Covered Termination. Under the terms of the amended and restated Agreements, upon a Covered Termination, subject to execution of a release and compliance with the restrictive covenants set


forth in the Agreements, the employee will receive (i) the pro rata portion of salary earned by the employee through the date of termination and any bonus due to such employee plus unpaid reimbursable expenses which have not yet been paid to the employee, (ii) a lump sum payment equal to, for the executive officers, 200% of such executive officer’s Base Salary and, for the general counsel, 150% of the general counsel’s Base Salary, (iii) a lump sum payment equal to, for the executive officers, two times the executive officer’s Target Bonus and, for the general counsel, one and one-half times the general counsel’s Target Bonus and (iv) eighteen months of health insurance coverage.

Non-Solicitation and Non-Competition Clauses

Finally, the Agreements have been amended and restated to include non-solicitation and non-competition clauses. Under the terms of the amended and restated Agreements, in the event an employee receives severance under the Agreement, then, except with the written consent of the Company, the employee may not solicit any employees of the Company, solicit customers of the Company or compete with the Company in any capacity whatsoever for a period of one year beginning on the later of (i) the employee’s termination of employment or (ii) the date of the Change of Control.

The foregoing description of the amendments to the Agreements is qualified in its entirety by reference to the copies of the amended and restated Agreements, which are attached hereto as Exhibits 10.1 and 10.2 and which are incorporated by reference herein.

 

Item 9.01 Financial Statements and Exhibits.

The following exhibits are attached to this Form 8-K:

 

(d)   

Exhibit No.

  

Description

   10.1    Form of Amended and Restated Change of Control Agreement with the Executive Officers.
   10.2    Form of Amended and Restated Change of Control Agreement with the General Counsel.


This excerpt taken from the VPHM 8-K filed Jun 4, 2009.

(Registrant’s 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:

 

¨ Written communications pursuant to Rule 425 under the Securities Act

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

 

 

 


Item 8.01. Other Events.

On June 3, 2009, ViroPharma Incorporated received a complete response letter from the U.S. Food and Drug Administration (FDA) related to its supplemental Biologics License Application (sBLA) for Cinryze™ (C1 esterase inhibitor [human]) as a treatment for acute attacks of hereditary angioedema (HAE). The FDA has requested an additional clinical study, due to their opinion that the placebo controlled study submitted in support of the sBLA lacked robustness. The full text of a press release issued by ViroPharma Incorporated in connection with the complete response letter is set forth as Exhibit 99.1 attached hereto.

 

Item 9.01 Financial Statements and Exhibits.

The following exhibits are attached to this Form 8-K:

 

(d)    Exhibit No.   

Description

   99.1    Press release dated June 4, 2009.


This excerpt taken from the VPHM 8-K filed May 29, 2009.

(Registrant’s 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:

 

¨ Written communications pursuant to Rule 425 under the Securities Act

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

 

 

 


Item 8.01. Other Events.

On May 29, 2009, the U.S. Food and Drug Administration announced that it will convene a meeting of its Advisory Committee for Pharmaceutical Science and Clinical Pharmacology to discuss bioequivalence recommendations for oral vancomycin hydrochloride capsule drug products. The meeting is scheduled for August 4, 2009. The full text of a press release issued by ViroPharma Incorporated in connection with the announcement is set forth as Exhibit 99.1 attached hereto.

 

Item 9.01 Financial Statements and Exhibits.

The following exhibits are attached to this Form 8-K:

 

(d)

  

Exhibit No.

 

Description

   99.1   Press release dated May 29, 2009.


This excerpt taken from the VPHM 8-K filed May 26, 2009.

(Registrant’s 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:

 

¨ Written communications pursuant to Rule 425 under the Securities Act

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

 

 

 


Item 1.01 Entry into a Material Definitive Agreement.

On April 8, 2009, the Board of Directors of ViroPharma Incorporated (the “Company”) adopted, subject to stockholder approval, an amendment to the 2000 Employee Stock Purchase Plan, as amended and restated (the “ESPP”) to increase the number of shares of common stock reserved for issuance under the ESPP by 300,000 shares from 600,000 shares to 900,000 shares (the “Proposal”). On May 22, 2009, the Proposal was approved by stockholders at the Company’s Annual Meeting of Stockholders.

The foregoing summary description of the ESPP is qualified in its entirety by reference to the actual terms of the ESPP, which was attached as Annex A of the Company’s 2009 Proxy Statement (the “Proxy Statement”), as filed with the Securities and Exchange Commission on April 10, 2009. In addition, for additional information regarding the Proposal, stockholders are encouraged to refer to Proposal 2 located on pages 13-16 of the Proxy Statement.


This excerpt taken from the VPHM 10-Q filed May 4, 2009.

(Registrant’s Telephone Number, Including Area Code)

 

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No  ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  ¨    No  ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):

Large Accelerated Filer  x    Accelerated Filer  ¨    Non-accelerated filer  ¨    Smaller Reporting Company  ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ¨    No  x

Number of shares outstanding of the issuer’s Common Stock, par value $.002 per share, as of April 28, 2009: 77,406,908 shares.

 

 

 


Table of Contents
This excerpt taken from the VPHM 8-K filed Mar 24, 2009.

(Registrant’s 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:

 

¨ Written communications pursuant to Rule 425 under the Securities Act

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

 

 

 


Item 1.01. Entry into a Material Definitive Agreement.

On March 19, 2009, in connection with the convertible note repurchases described in Item 8.01 below, ViroPharma Incorporated (the “Company”) entered into partial unwind agreements with Credit Suisse International and Wells Fargo Bank, National Association which amend the terms of the convertible note hedge and warrant agreements entered into in March 2008 relating to the 2.0% Senior Convertible Notes due March 2017 (the “Notes”) previously issued by the Company. Forms of the partial unwind agreement related to the convertible note hedge and warrant are filed as Exhibits 10.1, 10.2, 10.3 and 10.4, to this Current Report on Form 8-K and are incorporated by reference in this Current Report on Form 8-K. The Company previously filed the underlying convertible note hedge and warrant agreements as exhibits to its Current Report on Form 8-K filed on March 26, 2007.

 

Item 8.01. Other Events.

On March 24, 2009, the Company announced that it purchased $45.0 million in principal amount of its Notes at a price equal to 47% of par value plus accrued interest for total consideration of approximately $21.2 million. After this purchase the Company has an aggregate principal amount of $205.0 million of Notes outstanding. The purchase of the Notes occurred on March 20, 2009 and March 23, 2009. The full text of the press release issued in connection with the announcement is set forth as Exhibit 99.1 attached hereto.

 

Item 9.01 Financial Statements and Exhibits.

The following exhibits are attached to this Form 8-K:

 

(d)   Exhibit No.    Description
  10.1    Form of Partial Unwind Agreement with respect to the Note Hedge Transaction Confirmation between ViroPharma Incorporated and Credit Suisse International
  10.2    Form of Partial Unwind Agreement with respect to the Warrant Confirmation between ViroPharma Incorporated and Credit Suisse International
  10.3    Form of Partial Unwind Agreement with respect to the Note Hedge Transaction Confirmation between ViroPharma Incorporated and Wells Fargo Bank, National Association
  10.4    Form of Partial Unwind Agreement with respect to the Warrant Confirmation, dated July 11, 2007 between ViroPharma Incorporated and Wells Fargo Bank, National Association
  99.1    Press release dated March 24, 2009


This excerpt taken from the VPHM 8-K filed Mar 18, 2009.

(Registrant’s 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:

 

¨ Written communications pursuant to Rule 425 under the Securities Act

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

 

 

 


Item 8.01. Other Events.

On March 18, 2009, ViroPharma Incorporated submitted comments to the Vancocin draft bioequivalence guidance issued by the U.S. Food and Drug Administration. The full text of the press release issued in connection with the announcement is set forth as Exhibit 99.1 attached hereto.

 

Item 9.01 Financial Statements and Exhibits.

The following exhibits are attached to this Form 8-K:

 

(d)  

Exhibit No.

  

Description

  99.1    Press release dated March 18, 2009.


This excerpt taken from the VPHM 8-K filed Feb 27, 2009.

(Registrant’s 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:

 

¨ Written communications pursuant to Rule 425 under the Securities Act

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

 

 

 


This excerpt taken from the VPHM 8-K filed Feb 13, 2009.

(Registrant’s 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:

 

¨ Written communications pursuant to Rule 425 under the Securities Act

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

 

 

 


This excerpt taken from the VPHM 8-K filed Feb 9, 2009.

(Registrant’s 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:

 

¨ Written communications pursuant to Rule 425 under the Securities Act

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

 

 

 


Item 8.01. Other Events.

On February 9, 2009, ViroPharma Incorporated announced that its Phase 3 trial evaluating maribavir used as prophylaxis in allogeneic stem cell, or bone marrow, transplant patients did not achieve its primary endpoint. In the primary analysis, there was no statistically significant difference between maribavir and placebo in reducing the rate of cytomegalovirus disease. In addition, the study failed to meet its secondary endpoints. The full text of the press release issued in connection with the announcement is set forth as Exhibit 99.1 attached hereto.

 

Item 9.01 Financial Statements and Exhibits.

The following exhibits are attached to this Form 8-K:

 

(d)   

Exhibit No.

  

Description

   99.1    Press release dated February 9, 2009.


This excerpt taken from the VPHM 8-K filed Feb 3, 2009.

(Registrant’s 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:

 

¨ Written communications pursuant to Rule 425 under the Securities Act

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

 

 

 


Item 8.01. Other Events.

On February 3, 2009, ViroPharma Incorporated announced the U.S. Food and Drug Administration has granted priority review for Cinryze™ C1 Inhibitor (human) as a treatment for acute attacks of Hereditary Angioedema. The full text of the press release issued in connection with the announcement is set forth as Exhibit 99.1 attached hereto.

 

Item 9.01 Financial Statements and Exhibits.

The following exhibits are attached to this Form 8-K:

 

(d)  

Exhibit No.

 

Description

  99.1   Press release dated February 3, 2009.


This excerpt taken from the VPHM 8-K filed Jan 14, 2009.

(Registrant’s 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:

 

¨ Written communications pursuant to Rule 425 under the Securities Act

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

 

 

 


Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
This excerpt taken from the VPHM 8-K filed Dec 23, 2008.

(Registrant’s 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:

 

¨ Written communications pursuant to Rule 425 under the Securities Act

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

 

 

 


Item 2.01. Completion of Acquisition or Disposition of Assets

On October 21, 2008, ViroPharma Incorporated (“ViroPharma”) announced that it had completed the previously announced acquisition of Lev Pharmaceuticals, Inc. (“Lev”). Pursuant to the terms and conditions of the Agreement and Plan of Merger, dated July 15, 2008 (the “Agreement”), among ViroPharma, Lev, and HAE Acquisition Corp. (“Merger Sub”), on October 21, 2008 (the “Closing Date”), Merger Sub merged with and into Lev, with Lev surviving the merger as a subsidiary of ViroPharma.

ViroPharma filed a Form 8-K on October 24, 2008 (the “Initial Form 8-K”) to report the completion of the acquisition. The purpose of this Form 8-K/A is to file the pro forma financial information required by Item 9.01 of Form 8-K, which was omitted from the Initial Form 8-K pursuant to paragraph (b)(2) of Item 9.01 of Form 8-K. The pro forma financial information is attached hereto as Exhibit 99.1 and is incorporated herein by this reference.

 

Item 9.01 Financial Statements and Exhibits.
This excerpt taken from the VPHM 8-K filed Dec 18, 2008.

(Registrant’s 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:

 

¨ Written communications pursuant to Rule 425 under the Securities Act

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

 

 

 


Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

On December 12, 2008, Michel de Rosen, Chairman of the Board of Directors of ViroPharma Incorporated (the “Company”) notified the Company of his intention to retire from the board effective January 1, 2009.

Also on December 12, 2008, the Board of Directors appointed Vincent J. Milano, the Company’s Chief Executive Officer, President and current member of the Board of Directors, to also serve as the Company’s Chairman of the Board, replacing Mr. de Rosen, effective January 1, 2009. The Company also announced that Howard Pien, a current member of the Board of Directors, will serve as Lead Independent Director of the Board of Directors commencing January 1, 2009. The full text of the press release issued in connection with the announcement is set forth as Exhibit 99.1 attached hereto.

 

Item 9.01 Financial Statements and Exhibits.

The following exhibits are attached to this Form 8-K:

 

(d)  

Exhibit No.

  

Description

  99.1    Press release dated December 18, 2008.


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