-----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, SM06EEXd8TssRJnIupCXaMTB0gPsPRAkP0MXHhAFWT33oyGpR3BZpqJahaT4gIyn 3qrip3Xwmw8trmJLtjJCzQ== 0000932440-98-000061.txt : 19980218 0000932440-98-000061.hdr.sgml : 19980218 ACCESSION NUMBER: 0000932440-98-000061 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19980217 SROS: NASD GROUP MEMBERS: CHARLES H. PHIPPS GROUP MEMBERS: JOHN V. JAGGERS GROUP MEMBERS: JON W. BAYLESS GROUP MEMBERS: SEVIN ROSEN BAYLESS MANAGEMENT COMPANY GROUP MEMBERS: SEVIN ROSEN FUND IV LP GROUP MEMBERS: SRB ASSOCIATES IV L.P. GROUP MEMBERS: STEPHEN M. DOW SUBJECT COMPANY: 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: SC 13G/A SEC ACT: SEC FILE NUMBER: 005-48239 FILM NUMBER: 98542034 BUSINESS ADDRESS: STREET 1: 76 GREAT VALLEY PARKWAY STREET 2: PO BOX 5000 CITY: MALVERN STATE: PA ZIP: 19355 BUSINESS PHONE: 6106510200 MAIL ADDRESS: STREET 1: 76 GREAT VALLEY PARKWAY CITY: MALVERN STATE: PA ZIP: 19355 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SEVIN ROSEN FUND IV LP CENTRAL INDEX KEY: 0000879427 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 13455 NOEL RD STE 1670 CITY: DALLAS STATE: TX ZIP: 75240 SC 13G/A 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 ------------ SCHEDULE 13G (RULE 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13D-1(b) AND (c) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2 (AMENDMENT NO. 1)* VIROPHARMA INCORPORATED - -------------------------------------------------------------------------------- (Name of Issuer) COMMON - -------------------------------------------------------------------------------- (Title of Class of Securities) 928241 10 8 - -------------------------------------------------------------------------------- (CUSIP Number) --------------------- *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, SEE the NOTES). Page 1 of 14 Pages CUSIP NO. 928241 10 8 13G PAGE 2 OF 14 PAGES 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATIONS NOS. OF ABOVE PERSONS Sevin Rosen Fund IV L.P. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware 5 SOLE VOTING POWER NUMBER OF 1,258,727 SHARES BENEFICIALLY 6 SHARED VOTING POWER OWNED BY 6,233 EACH REPORTING 7 SOLE DISPOSITIVE POWER PERSON WITH 1,258,727 8 SHARED DISPOSITIVE POWER 6,233 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,264,960 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* |_| 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 11.0% 12 TYPE OF REPORTING PERSON* PN *SEE INSTRUCTIONS BEFORE FILLING OUT! Page 2 of 14 Pages CUSIP NO. 928241 10 8 13G PAGE 3 OF 14 PAGES 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATIONS NOS. OF ABOVE PERSONS SRB Associates IV L.P. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware 5 SOLE VOTING POWER NUMBER OF 1,258,727 SHARES BENEFICIALLY 6 SHARED VOTING POWER OWNED BY 6,233 EACH REPORTING 7 SOLE DISPOSITIVE POWER PERSON WITH 1,258,727 8 SHARED DISPOSITIVE POWER 6,233 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,264,960 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* |_| 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 11.0% 12 TYPE OF REPORTING PERSON* PN *SEE INSTRUCTIONS BEFORE FILLING OUT! Page 3 of 14 Pages CUSIP NO. 928241 10 8 13G PAGE 4 OF 14 PAGES 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATIONS NOS. OF ABOVE PERSONS Jon W. Bayless 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION U.S. 5 SOLE VOTING POWER NUMBER OF 0 SHARES BENEFICIALLY 6 SHARED VOTING POWER OWNED BY 1,264,960 EACH REPORTING 7 SOLE DISPOSITIVE POWER PERSON WITH 0 8 SHARED DISPOSITIVE POWER 1,264,960 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,264,960 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* |_| 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 11.0% 12 TYPE OF REPORTING PERSON* IN *SEE INSTRUCTIONS BEFORE FILLING OUT! Page 4 of 14 Pages CUSIP NO. 928241 10 8 13G PAGE 5 OF 14 PAGES 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATIONS NOS. OF ABOVE PERSONS Stephen M. Dow 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION U.S. 5 SOLE VOTING POWER NUMBER OF 0 SHARES BENEFICIALLY 6 SHARED VOTING POWER OWNED BY 1,278,960 EACH REPORTING 7 SOLE DISPOSITIVE POWER PERSON WITH 0 8 SHARED DISPOSITIVE POWER 1,278,960 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,278,960 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* |_| 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 11.1% 12 TYPE OF REPORTING PERSON* IN *SEE INSTRUCTIONS BEFORE FILLING OUT! Page 5 of 14 Pages CUSIP NO. 928241 10 8 13G PAGE 6 OF 14 PAGES 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATIONS NOS. OF ABOVE PERSONS John V. Jaggers 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION U.S. 5 SOLE VOTING POWER NUMBER OF 0 SHARES BENEFICIALLY 6 SHARED VOTING POWER OWNED BY 1,264,960 EACH REPORTING 7 SOLE DISPOSITIVE POWER PERSON WITH 0 8 SHARED DISPOSITIVE POWER 1,264,960 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,264,960 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* |_| 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 11.0% 12 TYPE OF REPORTING PERSON* IN *SEE INSTRUCTIONS BEFORE FILLING OUT! Page 6 of 14 Pages CUSIP NO. 928241 10 8 13G PAGE 7 OF 14 PAGES 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATIONS NOS. OF ABOVE PERSONS Charles H. Phipps 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION U.S. 5 SOLE VOTING POWER NUMBER OF 0 SHARES BENEFICIALLY 6 SHARED VOTING POWER OWNED BY 1,264,960 EACH REPORTING 7 SOLE DISPOSITIVE POWER PERSON WITH 0 8 SHARED DISPOSITIVE POWER 1,264,960 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,264,960 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* |_| 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 11.0% 12 TYPE OF REPORTING PERSON* IN *SEE INSTRUCTIONS BEFORE FILLING OUT! Page 7 of 14 Pages CUSIP NO. 928241 10 8 13G PAGE 8 OF 14 PAGES 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATIONS NOS. OF ABOVE PERSONS Sevin Rosen Bayless Management Company 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION Texas 5 SOLE VOTING POWER NUMBER OF 6,233 SHARES BENEFICIALLY 6 SHARED VOTING POWER OWNED BY 1,258,727 EACH REPORTING 7 SOLE DISPOSITIVE POWER PERSON WITH 6,233 8 SHARED DISPOSITIVE POWER 1,258,727 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,264,960 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* |_| 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 11.0% 12 TYPE OF REPORTING PERSON* CO *SEE INSTRUCTIONS BEFORE FILLING OUT! Page 8 of 14 Pages Item 1. (A) NAME OF ISSUER. ViroPharma Incorporated, a Delaware corporation (the "Issuer"). (B) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES. The Issuer's principal executive offices are located at 76 Great Valley Parkway, Malvern, Pennsylvania 19355. ITEM 2. (A) NAMES OF PERSONS FILING. This statement is filed by the following persons: (i) Sevin Rosen Fund IV L.P. ("SR IV"); (ii) SRB Associates IV L.P. ("SRB IV"); (iii) Jon W. Bayless ("Bayless"); (iv) Stephen M. Dow ("Dow"); (v) John V. Jaggers ("Jaggers"); (vi) Charles H. Phipps ("Phipps") and (vii) Sevin Rosen Bayless Management Company ("Management Company"). SRB IV is the general partner of SR IV. Bayless, Dow, Jaggers and Phipps are the general partners of SRB IV and are directors, officers and indirect stockholders of Management Company. (B) ADDRESS OF PRINCIPAL BUSINESS OFFICE. The principal business office of each of SR IV, SRB IV, Bayless, Jaggers, Phipps and Management Company is Two Galleria Tower, 13455 Noel Road, Suite 1670, Dallas, Texas 75240. The principal business office of Dow is 550 Lytton Avenue, Suite 200, Palo Alto, California 94301. Page 9 of 14 Pages (C) CITIZENSHIP. SR IV and SRB IV are each Delaware limited partnerships. Bayless, Dow, Jaggers and Phipps are each U.S. citizens. Management Company is a Texas corporation. (D) TITLE OF CLASS OF SECURITIES. This statement relates to shares of Common Stock, par value $.002 per share (the "Common Stock"), of the Issuer. (E) CUSIP NUMBER. 928241 10 8 ITEM 3. This statement is not being filed pursuant to Rule 13d-1(b) or 13d-2(b). ITEM 4. OWNERSHIP. (A) AMOUNT BENEFICIALLY OWNED. (i) Each of SR IV, SRB IV, Bayless, Jaggers, Phipps and Management Company beneficially owns 1,264,960 shares of Common Stock. (ii) Dow beneficially owns 1,278,960 shares of Common Stock. (B) PERCENT OF CLASS.1 (i) Each of SR IV, SRB IV, Bayless, Jaggers, Phipps and Management Company -- 11.0%. (ii) Dow -- 11.1%. - --------------------------- 1 According to the most recently available filing with the Securities and Exchange Commission in which such number is required to be indicated. Page 10 of 14 Pages (C) POWER TO VOTE OR DIRECT THE VOTE AND DISPOSE OR DIRECT THE DISPOSITION OF SECURITIES. (i)(a) Each of SR IV and SRB IV has sole power to vote or dispose or to direct the vote or disposition of 1,258,727 shares of Common Stock. (b) Each of SR IV and SRB IV has shared power to vote or dispose or to direct the vote or disposition of 6,233 shares of Common Stock. (ii)(a) Management Company has sole power to vote or dispose or to direct the vote or disposition of 6,233 shares of Common Stock. (b) Management Company has shared power to vote or dispose or to direct the vote or disposition of 1,258,727 shares of Common Stock. (iii) Each of Bayless, Jaggers and Phipps has shared power to vote or dispose or to direct the vote or disposition of 1,264,960 shares of Common Stock. (iv) Dow has shared power to vote or dispose or to direct the vote or disposition of 1,278,960 shares of Common Stock. ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS. If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [ ] Page 11 of 14 Pages ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON. Not applicable. ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY. Not applicable. ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP. Not applicable. ITEM 9. NOTICE OF DISSOLUTION OF GROUP. Not applicable. ITEM 10. CERTIFICATION. Not applicable. Page 12 of 14 Pages SIGNATURES/SIGNED IN COUNTERPART After reasonable inquiry and to the best knowledge and belief of the undersigned, the undersigned certify that the information set forth in this statement is true, complete and correct. SEVIN ROSEN FUND IV L.P. By: SRB Associates IV L.P., General Partner Dated: February 13, 1998 By: /s/ John Jaggers ----------------------------------------- John V. Jaggers, a General Partner SRB ASSOCIATES IV L.P. Dated: February 13, 1998 By: /s/ John Jaggers ----------------------------------------- John V. Jaggers, a General Partner Dated: February 13, 1998 /s/ Jon W. Bayless ------------------------------------------- Jon W. Bayless Dated: February 13, 1998 /s/ John Jaggers, Attorney-in-fact ------------------------------------------ Stephen M. Dow Dated: February 13, 1998 /s/ John Jaggers ------------------------------------------ John V. Jaggers Dated: February 13, 1998 /s/ John Jaggers, Attorney-in-fact ------------------------------------------ Charles H. Phipps SEVIN ROSEN BAYLESS MANAGEMENT COMPANY Dated: February 13, 1998 By: /s/ John Jaggers -------------------------------------- Title: Vice President Page 13 of 14 Pages EXHIBIT INDEX EXHIBIT 1. Joint Filing Agreement. Page 14 of 14 Pages EX-1 2 EXHIBIT 1 THIS DOCUMENT HAS BEEN SIGNED IN COUNTERPART JOINT FILING AGREEMENT In accordance with Rule 13d-1(f) under the Securities Exchange Act of 1934, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13G (including amendments thereto) with respect to the common stock of ViroPharma Incorporated, and further agree that this Joint Filing Agreement be included as an Exhibit to such joint filings. In evidence thereof each of the undersigned, being duly authorized, hereby execute this Agreement on the date set forth opposite its or his name. SEVIN ROSEN FUND IV L.P. By: SRB Associates IV L.P., General Partner Dated: February 13, 1998 By: /s/ John Jaggers ----------------------------------------- John V. Jaggers, a General Partner SRB ASSOCIATES IV L.P. Dated: February 13, 1998 By: /s/ John Jaggers ----------------------------------------- John V. Jaggers, a General Partner Dated: February 13, 1998 /s/ Jon W. Bayless ------------------------------------------- Jon W. Bayless Dated: February 13, 1998 /s/ John Jaggers, Attorney-in-fact ------------------------------------------ Stephen M. Dow Dated: February 13, 1998 /s/ John Jaggers ------------------------------------------ John V. Jaggers Page 1 of 2 Pages Dated: February 13, 1998 /s/ John Jaggers, Attorney-in-fact ------------------------------------------ Charles H. Phipps SEVIN ROSEN BAYLESS MANAGEMENT COMPANY Dated: February 13, 1998 By: /s/ John Jaggers -------------------------------------- Title: Vice President Page 2 of 2 Pages -----END PRIVACY-ENHANCED MESSAGE-----