0000950142-01-500428.txt : 20011008
0000950142-01-500428.hdr.sgml : 20011008
ACCESSION NUMBER: 0000950142-01-500428
CONFORMED SUBMISSION TYPE: SC 13D/A
PUBLIC DOCUMENT COUNT: 2
FILED AS OF DATE: 20010917
GROUP MEMBERS: FRANK H. PEARL
GROUP MEMBERS: GEORGE SOROS
GROUP MEMBERS: PERSEUS CAPITAL, LLC
GROUP MEMBERS: PERSEUS MANAGEMENT, LLC
GROUP MEMBERS: PERSEUS, LLC
GROUP MEMBERS: PSV GP, LLC
GROUP MEMBERS: PSV PARTNERS, LLC
GROUP MEMBERS: PSV, LP
GROUP MEMBERS: RAPPAHANNOCK INVESTMENT CO
GROUP MEMBERS: SFM AH, INC.
GROUP MEMBERS: SFM PARTICIPATION, L.P.
GROUP MEMBERS: SOROS FUND MANAGEMENT LLC
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 13D/A
SEC ACT: 1934 Act
SEC FILE NUMBER: 005-48239
FILM NUMBER: 1739174
BUSINESS ADDRESS:
STREET 1: 405 EAGLEVIEW BLVD
STREET 2: PO BOX 5000
CITY: EXTON
STATE: PA
ZIP: 19341
BUSINESS PHONE: 6104587300
MAIL ADDRESS:
STREET 1: 76 GREAT VALLEY PARKWAY
CITY: MALVERN
STATE: PA
ZIP: 19355
FILED BY:
COMPANY DATA:
COMPANY CONFORMED NAME: SOROS GEORGE
CENTRAL INDEX KEY: 0000900203
STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000]
STATE OF INCORPORATION: NY
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: SC 13D/A
BUSINESS ADDRESS:
STREET 1: 888 SEVENTH AVENUE
STREET 2: 33RD FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10106
BUSINESS PHONE: 212-262--6
MAIL ADDRESS:
STREET 1: 888 SEVENTH AVE
STREET 2: 33RD FLR
CITY: NEW YORK
STATE: NY
ZIP: 10106
SC 13D/A
1
sc13da3-viropharma.txt
AMENDMENT NO. 3
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(AMENDMENT NO. 3)
VIROPHARMA INCORPORATED
(Name of Issuer)
COMMON STOCK, PAR VALUE $.002 PER SHARE
(Title of Class of Securities)
928241108
(CUSIP Number)
KENNETH M. SOCHA, ESQ.
PSV, LP
2099 PENNSYLVANIA AVENUE, N.W.
SUITE 900
WASHINGTON, D.C. 20006-1813
TEL. NO.: (202) 452-0101
(Name, Address and Telephone Number of
Person Authorized to Receive Notices
and Communications)
with a copy to
BRUCE A. GUTENPLAN, ESQ.
PAUL, WEISS, RIFKIND, WHARTON & GARRISON
1285 AVENUE OF THE AMERICAS
NEW YORK, NEW YORK 10019-6064
SEPTEMBER 6, 2001
(Date of Event which Requires Filing of
this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject to this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [_].
*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
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purposes of Section 18 of the Securities Exchange Act of
1934 ("Act") 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.)
CUSIP NO. 98241108 PAGE 2 OF 21
SCHEDULE 13D
1 NAME OF REPORTING PERSON
PSV, LP
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
Not Applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(D) OR 2(E) [_]
6 CITIZENSHIP OR PLACE OR ORGANIZATION
Delaware
7 SOLE VOTING POWER
NUMBER OF 1,768,146 (1)
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 1,768,146 (1)
WITH
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,768,146 (1)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[_]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.2%
14 TYPE OF REPORTING PERSON*
PN
* SEE INSTRUCTIONS BEFORE FILLING OUT
------------------------
1 Includes Warrant to purchase an aggregate of 595,000 shares of Common
Stock.
CUSIP NO. 928241108 PAGE 3 OF 21
1 NAME OF REPORTING PERSON
PSV GP, LLC
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
Not Applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(D) OR 2(E) [_]
6 CITIZENSHIP OR PLACE OR ORGANIZATION
Delaware
7 SOLE VOTING POWER
NUMBER OF 1,768,146 (1)
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 1,768,146 (1)
WITH
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,768,146 (1)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[_]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.2%
14 TYPE OF REPORTING PERSON*
OO
* SEE INSTRUCTIONS BEFORE FILLING OUT
------------------------
1 Includes Warrant to purchase an aggregate of 595,000 shares of Common
Stock.
CUSIP NO. 928241108 PAGE 4 OF 21
1 NAME OF REPORTING PERSON
PSV Partners, LLC
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
Not Applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(D) OR 2(E) [_]
6 CITIZENSHIP OR PLACE OR ORGANIZATION
Delaware
7 SOLE VOTING POWER
NUMBER OF 0
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 595,000 (2)
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 0
WITH
10 SHARED DISPOSITIVE POWER
595,000 (2)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
595,000 (2)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[_]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.1%
14 TYPE OF REPORTING PERSON*
OO
* SEE INSTRUCTIONS BEFORE FILLING OUT
------------------------
2 Represents Warrant to purchase an aggregate of 595,000 shares of Common
Stock.
CUSIP NO. 928241108 PAGE 5 OF 21
1 NAME OF REPORTING PERSON
SFM Participation, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
Not Applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(D) OR 2(E) [_]
6 CITIZENSHIP OR PLACE OR ORGANIZATION
Delaware
7 SOLE VOTING POWER
NUMBER OF 1,173,146
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 595,000 (2)
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 1,173,146
WITH
10 SHARED DISPOSITIVE POWER
595,000 (2)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,768,146
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[_]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.2%
14 TYPE OF REPORTING PERSON*
PN
* SEE INSTRUCTIONS BEFORE FILLING OUT
------------------------
2 Represents Warrant to purchase an aggregate of 595,000 shares of Common
Stock.
CUSIP NO. 928241108 PAGE 6 OF 21
1 NAME OF REPORTING PERSON
SFM AH, Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
Not Applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(D) OR 2(E) [_]
6 CITIZENSHIP OR PLACE OR ORGANIZATION
Delaware
7 SOLE VOTING POWER
NUMBER OF 1,173,146
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 595,000 (2)
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 1,173,146
WITH
10 SHARED DISPOSITIVE POWER
595,000 (2)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,768,146
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[_]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.2%
14 TYPE OF REPORTING PERSON*
CO
* SEE INSTRUCTIONS BEFORE FILLING OUT
------------------------
2 Represents Warrant to purchase an aggregate of 595,000 shares of Common
Stock.
CUSIP NO. 928241108 PAGE 7 OF 21
1 NAME OF REPORTING PERSON
Rappahannock Investment Company
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
Not Applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(D) OR 2(E) [_]
6 CITIZENSHIP OR PLACE OR ORGANIZATION
United States
7 SOLE VOTING POWER
NUMBER OF 1,173,146
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 595,000 (2)
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 1,173,146
WITH
10 SHARED DISPOSITIVE POWER
595,000 (2)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,768,146
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[_]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.2%
14 TYPE OF REPORTING PERSON*
CO
* SEE INSTRUCTIONS BEFORE FILLING OUT
------------------------
2 Represents Warrant to purchase an aggregate of 595,000 shares of Common
Stock.
CUSIP NO. 928241108 PAGE 8 OF 21
1 NAME OF REPORTING PERSON
Frank H. Pearl (in the capacity described herein)
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
Not Applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(D) OR 2(E) [_]
6 CITIZENSHIP OR PLACE OR ORGANIZATION
United States
7 SOLE VOTING POWER
NUMBER OF 1,173,146
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 595,000 (2)
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 1,173,146
WITH
10 SHARED DISPOSITIVE POWER
595,000 (2)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,768,146
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[_]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.2%
14 TYPE OF REPORTING PERSON*
IN
* SEE INSTRUCTIONS BEFORE FILLING OUT
------------------------
2 Represents Warrant to purchase an aggregate of 595,000 shares of Common
Stock.
CUSIP NO. 928241108 PAGE 9 OF 21
1 NAME OF REPORTING PERSON
George Soros (in the capacity described herein)
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
Not Applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(D) OR 2(E) [_]
6 CITIZENSHIP OR PLACE OR ORGANIZATION
United States
7 SOLE VOTING POWER
NUMBER OF 1,173,146
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 595,000 (2)
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 1,173,146
WITH
10 SHARED DISPOSITIVE POWER
595,000 (2)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,768,146
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[_]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.2%
14 TYPE OF REPORTING PERSON*
IA
* SEE INSTRUCTIONS BEFORE FILLING OUT
------------------------
2 Represents Warrant to purchase an aggregate of 595,000 shares of Common
Stock.
CUSIP NO. 928241108 PAGE 10 OF 21
1 NAME OF REPORTING PERSON
Soros Fund Management LLC
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
Not Applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(D) OR 2(E) [_]
6 CITIZENSHIP OR PLACE OR ORGANIZATION
Delaware
7 SOLE VOTING POWER
NUMBER OF 1,173,146
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 595,000 (2)
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 1,173,146
WITH
10 SHARED DISPOSITIVE POWER
595,000 (2)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,768,146
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[_]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.2%
14 TYPE OF REPORTING PERSON*
OO; IA
* SEE INSTRUCTIONS BEFORE FILLING OUT
------------------------
2 Represents Warrant to purchase an aggregate of 595,000 shares of Common
Stock.
CUSIP NO. 928241108 PAGE 11 OF 21
1 NAME OF REPORTING PERSON
Perseus Capital, LLC
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
Not Applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(D) OR 2(E) [_]
6 CITIZENSHIP OR PLACE OR ORGANIZATION
Delaware
7 SOLE VOTING POWER
NUMBER OF 1,173,146
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 1,173,146
WITH
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,173,146
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[_]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.3%
14 TYPE OF REPORTING PERSON*
OO
* SEE INSTRUCTIONS BEFORE FILLING OUT
CUSIP NO. 928241108 PAGE 12 OF 21
1 NAME OF REPORTING PERSON
Perseus Management, LLC
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
Not Applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(D) OR 2(E) [_]
6 CITIZENSHIP OR PLACE OR ORGANIZATION
Delaware
7 SOLE VOTING POWER
NUMBER OF 1,173,146
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 1,173,146
WITH
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,173,146
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[_]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.3%
14 TYPE OF REPORTING PERSON*
OO
* SEE INSTRUCTIONS BEFORE FILLING OUT
CUSIP NO. 928241108 PAGE 13 OF 21
1 NAME OF REPORTING PERSON
Perseus, LLC
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
Not Applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(D) OR 2(E) [_]
6 CITIZENSHIP OR PLACE OR ORGANIZATION
Delaware
7 SOLE VOTING POWER
NUMBER OF 1,173,146
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 1,173,146
WITH
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,173,146
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[_]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.3%
14 TYPE OF REPORTING PERSON*
OO
* SEE INSTRUCTIONS BEFORE FILLING OUT
CUSIP NO. 928241108 PAGE 14 OF 21
This Amendment No. 3 ("Amendment No. 3") to Schedule 13D is
filed by the undersigned to amend and supplement the Schedule 13D filed on May
17, 1999 (the "Original 13D"), as amended by Amendment No. 1 to the Schedule 13D
filed on July 1, 2000 (the "Amendment No. 1"), as further amended by Amendment
No. 2 to the Schedule 13D filed on May 17, 2001 relating to the common stock
(the "Common Stock"), par value $.002 per share, issued by ViroPharma
Incorporated, a Delaware corporation (the "Company"). Unless otherwise
indicated, all capitalized terms shall have the same meaning as provided in the
Original 13D.
ITEM 1. SECURITY AND ISSUER.
No Change.
ITEM 2. IDENTITY AND BACKGROUND.
Item 2 is hereby amended and restated in its entirety as
follows:
This Amendment No. 3 is being filed on behalf of each of the
following persons (collectively, the "Reporting Persons"):
(a) (i) PSV, LP, a Delaware limited partnership (the
"Purchaser");
(ii) PSV GP, LLC, a Delaware limited liability company ("PSV
GP");
(iii) PSV Partners, LLC, a Delaware limited liability company
("PSV Partners");
(iv) SFM Participation, L.P., a Delaware limited partnership
("SFM Participation");
(v) SFM AH, Inc., a Delaware corporation ("SFM AH");
(vi) Rappahannock Investment Company, a Delaware corporation
("Rappahannock");
(vii) Mr. Frank H. Pearl ("Mr. Pearl");
(viii) Mr. George Soros ("Mr. Soros");
(ix) Soros Fund Management LLC, a Delaware limited liability
company ("SFM LLC");
(x) Perseus Capital, LLC, a Delaware limited liability company
("Perseus Capital");
(xi) Perseus Management, LLC, a Delaware limited liability
company ("Perseus Management"); and
(xii) Perseus, LLC, a Delaware limited liability company
("Perseus").
The Purchaser was formed in order to engage in the acquiring,
holding and disposing of investments in various companies. PSV GP is the general
partner of the Purchaser and was formed to act
CUSIP NO. 928241108 PAGE 15 OF 21
as the general partner of the Purchaser. PSV Partners and SFM Participation are
the managing members of PSV GP.
PSV Partners was formed in order to engage in the acquiring,
holding and disposing of investments in various companies.
Perseus Capital was formed in order to make, manage and sell
or otherwise dispose of investments in various companies selected by Perseus
Management and to fulfill such other purposes as may be determined by Perseus
Management from time to time. Set forth on Annex A hereto and incorporated by
reference in response to this Item 2 and elsewhere in this Amendment No. 3 as
applicable is a list of executive officers of Perseus Capital.
Perseus Management is the sole manager of Perseus Capital.
Perseus Management was formed in order to manage Perseus Capital and to make
investments through Perseus Capital and to fulfill such other purposes as may be
determined by Perseus from time to time. Set forth on Annex B hereto and
incorporated by reference in response to this Item 2 and elsewhere in this
Amendment No. 3 as applicable is a list of executive officers of Perseus
Management.
Perseus is the sole manager of Perseus Management. Perseus was
formed in order to engage in the acquiring, holding and disposing of investments
in various companies for investment purposes. Set forth on Annex C hereto and
incorporated by reference in response to this Item 2 and elsewhere in this
Amendment No. 3 as applicable is a list of executive officers of Perseus.
Rappahannock is the managing member of PSV Partners and the
sole member of Perseus. Rappahannock was formed in order to engage in the
acquiring, holding and disposing of investments in various companies for
investment purposes. Set forth on Annex D hereto and incorporated by reference
in response to this Item 2 and elsewhere in this Amendment No. 3 as applicable
is a list of the executive officers of Rappahannock.
Mr. Pearl is the sole shareholder and Chairman of the Board of
Rappahannock and in such capacity, he may be deemed a beneficial owner of the
Common Stock held for the account of Perseus Capital and 595,000 shares of
Common Stock issuable upon exercise of the Warrant held for the account of the
Purchaser.
Accordingly, pursuant to the regulations promulgated under
Section 13(d) of the Securities Exchange Act of 1934, (i) PSV GP may be deemed a
beneficial owner of the Common Stock
CUSIP NO. 928241108 PAGE 16 OF 21
held for the account of the Purchaser, (ii) PSV Partners, Rappahannock and Mr.
Pearl may be deemed to be the beneficial owner of the 595,000 shares of Common
Stock issuable upon exercise of the Warrant held for the account of the
Purchaser and (iii) Perseus Management, Perseus, Rappahannock and Mr. Pearl may
be deemed a beneficial owner of the Common Stock held for the account of Perseus
Capital.
SFM Participation was formed in order to engage in the
acquiring, holding and disposing of investments in various companies. SFM AH is
the general partner of SFM Participation. Mr. Soros is the sole shareholder of
SFM AH. Mr. Soros has entered into an agreement dated as of January 1, 1997 with
SFM LLC pursuant to which Mr. Soros has, among other things, agreed to use his
best efforts to cause SFM AH, as the general partner of SFM Participation, to
act at the direction of SFM LLC, which agreement to so act shall terminate upon
the earlier of (a) the assignment to SFM LLC of the legal and beneficial
ownership in SFM AH and (b) the assignment to SFM LLC of the general partnership
interest in SFM Participation (the "SFM AH Contract"). Set forth on Annex E
hereto and incorporated by reference in response to this Item 2 and elsewhere in
this Amendment No. 3 as applicable is a list of the executive officers of SFM
AH.
Accordingly, pursuant to the regulations promulgated under
Section 13(d) of the Securities Exchange Act of 1934, SFM Participation and SFM
AH each may be deemed a beneficial owner of the Common Stock held for the
account of the Purchaser.
Pursuant to regulations promulgated under Section 13(d) of the
Act, SFM LLC, pursuant to the provisions of the SFM AH Contract, Mr. Soros, in
his capacity as Chairman and President of SFM LLC, may be deemed a beneficial
owner of the Common Stock held for the account of the Purchaser.
The address of the principal business and principal office of
(i) the Purchaser, (ii) PSV GP, (iii) PSV Partners, (iv) Perseus Capital, (v)
Perseus Management, (vi) Perseus, (vii) Rappahannock and (viii) Mr. Pearl is
2099 Pennsylvania Avenue, Suite 9001, Washington, D.C. 20006-1813. The present
principal occupation or employment of Mr. Pearl is as executive officer of
Perseus and its related entities. Mr. Pearl is a United States citizen.
The address of the principal business and principal offices of
(i) SFM Participation, (ii) Mr. Soros, (iii) SFM AH and (iv) SFM LLC is 888
Seventh Avenue, 33rd Floor, New York, New York 10106. The principal occupation
of Mr. Soros, a United States citizen, is his direction of the activities of SFM
LLC, which is carried out in his capacity as Chairman of SFM LLC at SFM LLC's
principal office.
CUSIP NO. 928241108 PAGE 17 OF 21
(d) and (e). During the past five years, neither any Reporting
Person nor, to the best knowledge of each Reporting Person, any individual
otherwise identified in response to Item 2, has been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors) or was a party
to a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of which any such person was or is subject to a
judgment, decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to, federal or state securities laws or finding
any violation with respect to such laws.
Information contained herein concerning SFM Participation, SFM
AH, SFM LLC, Mr. Soros has been provided by SFM LLC and the other Reporting
Persons assume no responsibility for such information. Information contained
herein concerning the PSV Partners, Rappahannock, Mr. Pearl, Perseus Capital,
Perseus Management and Perseus has been provided by each such Reporting Person
and the other Reporting Persons assume no responsibility for such information.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
No change.
ITEM 4. PURPOSE OF TRANSACTION.
Item 4 is hereby amended and supplemented as follows:
On September 6, 2001, PSV transferred and distributed to
Perseus Capital 1,173,146 shares of Common Stock, representing Perseus Capital's
pecuniary interest in such shares, as previously held directly by PSV.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
Item 5 is hereby amended and restated in its entirety as
follows:
On September 6, 2001, the Purchaser transferred and
distributed to Perseus Capital 1,173,146 shares of Common Stock as discussed
above.
(a)
As of the date hereof (i) each of the Purchaser, PSV
GP, SFM Participation, SFM AH, Rappahannock, Mr. Pearl, Mr. Soros and SFM LLC
may be deemed to beneficially own an aggregate of 1,768,146 shares of Common
Stock which, based on calculations made in accordance with Rule 13d-3(d) and
there being 18,696,372 shares of Common Stock outstanding as of August 6, 2001
as disclosed by the Company in its Quarterly Report on Form 10-Q for the quarter
ended June 30, 2001, represents approximately 9.2% of the outstanding shares of
Common Stock on a diluted basis in
CUSIP NO. 928241108 PAGE 18 OF 21
accordance with Rule 13d-3(d); (ii) each of Perseus Capital, Perseus Management
and Perseus may be deemed to beneficially own an aggregate of 1,173,146 shares
of Common Stock which, based on calculations made in accordance with Rule
13d-3(d) and there being 18,696,372 shares of Common Stock outstanding as of
August 6, 2001 as disclosed by the Company in its Quarterly Report on Form 10-Q
for the quarter ended June 30, 2001, represents approximately 6.3% of the
outstanding shares of Common Stock on a diluted basis in accordance with Rule
13d-3(d); and (iii) PSV Partners may be deemed to beneficially own an aggregate
of 595,000 shares of Common Stock which, based on calculations made in
accordance with Rule 13d-3(d) and there being 18,696,372 shares of Common Stock
outstanding as of August 6, 2001 as disclosed by the Company in its Quarterly
Report on Form 10-Q for the quarter ended June 30, 2001, represents
approximately 3.1% of the outstanding shares of Common Stock on a diluted basis
in accordance with Rule 13d-3(d).
(b) (i) Each of the Purchaser and PSV GP may be deemed to
have sole power to direct the voting and disposition of the 1,768,146 shares of
Common Stock beneficially owned by the Purchaser. With respect to the 1,173,146
shares of Common Stock beneficially owned by the Purchaser, each of SFM
Participation, SFM AH, Mr. Soros and SFM LLC may be deemed to have sole power to
direct the voting and disposition of such shares. With respect to the 1,173,146
shares of Common Stock beneficially owned by Perseus Capital, each of Perseus
Management, Perseus, Rappahannock and Mr. Pearl may be deemed to have the sole
power to direct the voting and disposition of such shares.
(ii) By virtue of the relationships between and among the
Reporting Persons, each of PSV Partners, SFM Participation, SFM AH,
Rappahannock, Mr. Pearl, Mr. Soros and SFM LLC may be deemed to share the power
to direct the voting and disposition of the 595,000 shares of Common Stock
issuable upon exercise of the Warrant beneficially owned by the Purchaser.
(c) Except as set forth above, no Reporting Person nor,
to the best knowledge of each Reporting Person, any person identified in Item 2
hereof, beneficially owns any shares of Common Stock or has effected any
transaction in shares of Common Stock during the preceding 60 days.
(d) Each of the Reporting Persons affirms that no person
other than the Reporting Persons has the right to receive or the power to direct
the receipt of dividends from, or the proceeds from the sale of, the shares of
Common Stock owned by the Reporting Persons. The partners of the Purchaser
CUSIP NO. 928241108 PAGE 19 OF 21
have the right to participate in the receipt of dividends from, or proceeds from
the sale of, the Securities held for the account of the Purchaser in accordance
with their ownership interests in the Purchaser.
(e) No change.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
No change.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 1: Joint Filing Agreement, dated September __,
2001, among (i) PSV, LP, (ii) PSV GP, LLC,
(iii) PSV Partners, LLC, (iv) Rappahannock
Investment Company, (v) SFM Participation
L.P., (vi) SFM AH, Inc., (vii) Frank H.
Pearl, (viii) George Soros, (ix) Soros Fund
Management LLC, (x) Perseus Capital, LLC,
(xi) Perseus Management, LLC and (xii)
Perseus, LLC.
Exhibit 2: Incorporate by reference the Power of
Attorney, filed as Exhibit 2 to Amendment
No. 1 to the Schedule 13D, appointing
Richard D. Holahan, Jr., Attorney-In-Fact
for George Soros.
CUSIP NO. 928241108 PAGE 20 OF 21
SIGNATURE
After reasonable inquiry and to the best of its knowledge and
belief, each of the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Dated: September 17, 2001
PSV, LP
By: PSV GP, LLC,
General Partner
By: SFM Participation, L.P.,
Member
By: SFM AH, Inc.,
General Partner
By: /s/ Richard D. Holahan, Jr.
---------------------------------------
Name: Richard D. Holahan, Jr.
Title: Secretary
PSV GP, LLC
By: SFM Participation, L.P.,
Member
By: SFM AH, Inc.,
General Partner
By: /s/ Richard D. Holahan, Jr.
---------------------------------------
Name: Richard D. Holahan, Jr.
Title: Secretary
PSV PARTNERS, LLC
By: Rappahannock Investment Company,
Managing Member
By: /s/ Frank H. Pearl
---------------------------------------
Name: Frank H. Pearl
Title: Sole Shareholder
RAPPAHANNOCK INVESTMENT COMPANY
By: /s/ Frank H. Pearl
---------------------------------------
Name: Frank H. Pearl
Title: Sole Shareholder
MR. FRANK H. PEARL
By: /s/ Frank H. Pearl
---------------------------------------
Name: Frank H. Pearl
CUSIP NO. 928241108 PAGE 21 OF 21
SFM PARTICIPATION, L.P.
By: SFM AH, Inc.,
General Partner
By: /s/ Richard D. Holahan, Jr.
---------------------------------------
Name: Richard D. Holahan, Jr.
Title: Secretary
SFM AH, INC.
By: /s/ Richard D. Holahan, Jr.
---------------------------------------
Name: Richard D. Holahan, Jr.
Title: Secretary
MR. GEORGE SOROS
By: /s/ Richard D. Holahan, Jr.
---------------------------------------
Name: Richard D. Holahan, Jr.
Title: Attorney-in-fact
SOROS FUND MANAGEMENT LLC
By: /s/ Richard D. Holahan, Jr.
---------------------------------------
Name: Richard D. Holahan, Jr.
Title: Assistant General Counsel
PERSEUS CAPITAL, LLC
By: /s/ Kenneth M. Socha
---------------------------------------
Name: Kenneth M. Socha
Title: Executive Vice President
PERSEUS MANAGEMENT, LLC
By: /s/ Kenneth M. Socha
---------------------------------------
Name: Kenneth M. Socha
Title: Executive Vice President
PERSEUS, LLC
By: /s/ Kenneth M. Socha
---------------------------------------
Name: Kenneth M. Socha
Title: Executive Vice President
EX-99
3
ex1sc13da3-viropharma.txt
EXHIBIT 1
EXHIBIT 1
JOINT FILING AGREEMENT
Each of the undersigned hereby acknowledges and agrees, in
compliance with the provisions of Rule 13d-1(k)(1) promulgated under the
Securities Exchange Act of 1934, as amended, that the Schedule 13D to which this
Agreement is attached as an Exhibit (the "Schedule 13D"), and any amendments
thereto, will be filed with the Securities and Exchange Commission jointly on
behalf of the undersigned. This Agreement may be executed in one or more
counterparts.
Dated: September 17, 2001
PSV, LP
By: PSV GP, LLC,
General Partner
By: SFM Participation, L.P.,
Member
By: SFM AH, Inc.,
General Partner
By: /s/ Richard D. Holahan, Jr.
---------------------------------------
Name: Richard D. Holahan, Jr.
Title: Secretary
PSV GP, LLC
By: SFM Participation, L.P.,
Member
By: SFM AH, Inc.,
General Partner
By: /s/ Richard D. Holahan, Jr.
---------------------------------------
Name: Richard D. Holahan, Jr.
Title: Secretary
PSV PARTNERS, LLC
By: Rappahannock Investment Company,
Managing Member
By: /s/ Frank H. Pearl
---------------------------------------
Name: Frank H. Pearl
Title: Sole Shareholder
2
RAPPAHANNOCK INVESTMENT COMPANY
By: /s/ Frank H. Pearl
---------------------------------------
Name: Frank H. Pearl
Title: Sole Shareholder
MR. FRANK H. PEARL
By: /s/ Frank H. Pearl
---------------------------------------
Name: Frank H. Pearl
SFM PARTICIPATION, L.P.
By: SFM AH, Inc.,
General Partner
By: /s/ Richard D. Holahan, Jr.
---------------------------------------
Name: Richard D. Holahan, Jr.
Title: Secretary
SFM AH, INC.
By: /s/ Richard D. Holahan, Jr.
---------------------------------------
Name: Richard D. Holahan, Jr.
Title: Secretary
MR. GEORGE SOROS
By: /s/ Richard D. Holahan, Jr.
---------------------------------------
Name: Richard D. Holahan, Jr.
Title: Attorney-in-fact
SOROS FUND MANAGEMENT LLC
By: /s/ Richard D. Holahan, Jr.
---------------------------------------
Name: Richard D. Holahan, Jr.
Title: Assistant General Counsel
PERSEUS CAPITAL, LLC
By: /s/ Kenneth M. Socha
---------------------------------------
Name: Kenneth M. Socha
Title: Executive Vice President
PERSEUS MANAGEMENT, LLC
By: /s/ Kenneth M. Socha
---------------------------------------
Name: Kenneth M. Socha
Title: Executive Vice President
3
PERSEUS, LLC
By: /s/ Kenneth M. Socha
---------------------------------------
Name: Kenneth M. Socha
Title: Executive Vice President
4
ANNEX A
EXECUTIVE OFFICERS OF PERSEUS CAPITAL, LLC
NAME/TITLE/CITIZENSHIP PRINCIPAL OCCUPATION BUSINESS ADDRESS
---------------------- -------------------- ----------------
Frank H. Pearl Executive officer of Perseus, 2099 Pennsylvania Avenue
Chairman, President and Chief LLC and its related entities Suite 900
Executive Officer Washington, D.C. 20006-1813
United States
Kenneth M. Socha Executive officer of Perseus, 2099 Pennsylvania Avenue
Executive Vice President LLC and its related entities Suite 900
United States Washington, D.C. 20006-1813
Rodd Macklin Executive officer of Perseus, 2099 Pennsylvania Avenue
Secretary and Treasurer LLC and its related entities Suite 900
United States Washington, D.C. 20006-1813
Except as otherwise disclosed elsewhere in this Schedule 13D,
to the best of the Reporting Persons' knowledge:
(a) None of the above persons hold any Common Stock or
securities derivative thereof.
(b) None of the above persons has any contracts,
arrangements, understandings or relationships with respect to the Common Stock
or securities derivative thereof.
6
ANNEX B
EXECUTIVE OFFICERS OF PERSEUS MANAGEMENT, LLC
NAME/TITLE/CITIZENSHIP PRINCIPAL OCCUPATION BUSINESS ADDRESS
---------------------- --------------------- ----------------
Frank H. Pearl Executive officer of Perseus, 2099 Pennsylvania Avenue
Chairman, President and Chief LLC and its related entities Suite 900
Executive Officer Washington, D.C. 20006-1813
United States
Kenneth M. Socha Executive officer of Perseus, 2099 Pennsylvania Avenue
Executive Vice President LLC and its related entities Suite 900
United States Washington, D.C. 20006-1813
Rodd Macklin Executive officer of Perseus, 2099 Pennsylvania Avenue
Secretary and Treasurer LLC and its related entities Suite 900
United States Washington, D.C. 20006-1813
Except as otherwise disclosed elsewhere in this Schedule 13D,
to the best of the Reporting Persons' knowledge:
(a) None of the above persons hold any Common Stock or
securities derivative thereof.
(b) None of the above persons has any contracts,
arrangements, understandings or relationships with respect to the Common Stock
or securities derivative thereof.
7
ANNEX C
EXECUTIVE OFFICERS OF PERSEUS, LLC
NAME/TITLE/CITIZENSHIP PRINCIPAL OCCUPATION BUSINESS ADDRESS
---------------------- --------------------- ----------------
Frank H. Pearl Executive officer of Perseus, 2099 Pennsylvania Avenue
Chairman, President and Chief LLC and its related entities Suite 900
Executive Officer Washington, D.C. 20006-1813
United States
Kenneth M. Socha Executive officer of Perseus, 2099 Pennsylvania Avenue
Executive Vice President LLC and its related entities Suite 900
United States Washington, D.C. 20006-1813
Rodd Macklin Executive officer of Perseus, 2099 Pennsylvania Avenue
Secretary and Treasurer LLC and its related entities Suite 900
United States Washington, D.C. 20006-1813
Except as otherwise disclosed elsewhere in this Schedule 13D,
to the best of the Reporting Persons' knowledge:
(a) None of the above persons hold any Common Stock or
securities derivative thereof.
(b) None of the above persons has any contracts,
arrangements, understandings or relationships with respect to the Common Stock
or securities derivative thereof.
8
ANNEX D
EXECUTIVE OFFICERS OF RAPPAHANNOCK INVESTMENT COMPANY
NAME/TITLE/CITIZENSHIP PRINCIPAL OCCUPATION BUSINESS ADDRESS
---------------------- --------------------- ----------------
Frank H. Pearl Executive officer of Perseus, 2099 Pennsylvania Avenue
Chairman LLC and its related entities Suite 900
United States Washington, D.C. 20006-1813
Kenneth M. Socha Executive officer of Perseus, 2099 Pennsylvania Avenue
Senior Vice President LLC and its related entities Suite 900
United States Washington, D.C. 20006-1813
Rodd Macklin Executive officer of Perseus, 2099 Pennsylvania Avenue
Controller and Secretary LLC and its related entities Suite 900
United States Washington, D.C. 20006-1813
Except as otherwise disclosed elsewhere in this Schedule 13D,
to the best of the Reporting Persons' knowledge:
(a) None of the above persons hold any Common Stock or
securities derivative thereof.
(b) None of the above persons has any contracts,
arrangements, understandings or relationships with respect to the Common Stock
or securities derivative thereof.
9
ANNEX E
EXECUTIVE OFFICERS OF SFM AH, INC.
NAME/TITLE/CITIZENSHIP PRINCIPAL OCCUPATION BUSINESS ADDRESS
---------------------- --------------------- ----------------
Dan Eule Director of Tax of SFM LLC 888 Seventh Avenue
President 33rd Floor
United States New York, NY 10106
Sean Cullinan Chief Financial Officer of SFM 888 Seventh Avenue
Vice President LLC 33rd Floor
United States New York, NY 10106
Eve Mongiardo Chief Financial Officer of Soros 888 Seventh Avenue
Treasurer Private Funds Management, LLC 33rd Floor
United States New York, NY 10106
Richard D. Holahan Assistant General Counsel of SFM 888 Seventh Avenue
Secretary LLC 33rd Floor
United States New York, NY 10106
To the best of the Reporting Persons' knowledge:
(a) None of the above persons hold any Common Stock or
securities derivative thereof.
(b) None of the above persons has any contracts,
arrangements, understandings or relationships with respect to the Common Stock
or securities derivative thereof.