catching up on stuff that I missed while on vacation..........
the registration and potential issuance of up to $300 million of ViroPharma
securities, along with the common stock and common stock issuable upon
exercise of warrants owned by PSV, LP
Exact wording, S-3..............
SELLING STOCKHOLDER
We issued 2,300,000 shares of convertible participating preferred stock and
warrants to purchase 595,000 shares of common stock to the selling stockholder
in a private placement under the terms of an Investment Agreement dated May 5,
1999 between us and the selling stockholder. Effective May 7, 2001, pursuant to
the terms of the preferred stock, the 2,300,000 shares of preferred stock were
converted into 2,346,295 shares of our common stock. Under the Investment
Agreement, the selling stockholder has the right, under certain circumstances,
to appoint one representative to our board of directors. Dennis J. Purcell, a
director of our company since June 2000, is a senior managing partner of
Perseus-Soros BioPharmaceutical Fund, LP. and is the director appointed by the
selling stockholder under the Investment Agreement.
We do not know when or in what amounts the selling stockholder may offer
shares for sale. The selling stockholder may not sell all or any of the shares
offered by this prospectus. The selling stockholder may distribute the shares,
from time to time, to one or more of its limited and/or general partners, who
may sell shares pursuant to this prospectus. We may amend or supplement this
prospectus from time to time to update the disclosure set forth herein. Because
the selling stockholder may from time to time offer all or some of the shares
pursuant to this offering, and because there are currently no agreements,
arrangements or understandings with respect to the sale of any of the shares
that will be held by the selling stockholder after completion of the offering,
we cannot estimate the number of the shares that will be held by the selling
stockholder after completion of the offering. However, for purposes of the
table below, we have assumed that, after completion of the offering, none of the
shares covered by this prospectus will be held by the selling stockholder.
The following table sets forth, to our knowledge, certain information
regarding the beneficial ownership of the shares of common stock by the selling
stockholder as of June 28, 2001. We prepared this table based on the information
supplied to us by the selling stockholder named in the table. Beneficial
ownership is calculated based upon SEC requirements and is not necessarily
indicative of beneficial ownership for any other purpose. Under these
requirements, more than one person may be deemed to be a beneficial owner of the
same shares. Unless otherwise indicated below, the selling stockholder named in
this table has sole voting and investment power with respect to all shares
beneficially owned. Pursuant to Rule 416 under the Securities Act of 1933, the
registration statement of which this prospectus is a part also covers any
additional shares of our common stock which becomes issuable in connection with
such shares because of any stock dividend, stock split, recapitalization or
other similar transaction effected without the receipt of consideration which
results in an increase in the number of outstanding shares of our common stock.
The table is based on 18,679,935 shares of our common stock outstanding as of
June 28, 2001:
<TABLE>
<CAPTION>
Shares Shares
Beneficially Owned Beneficially Owned
Prior to Offering After Offering
------------------------ Number of Shares --------------------
Name of Selling Stockholder(1) Number(2) Percentage Being Offered Number Percentage
- ------------------------------ --------- ---------- ---------------- -------- ----------
<S> <C> <C> <C> <C> <C>
PSV, LP
c/o Perseus Capital LLC 2,941,295 15.3% 2,941,295 0 0%
2099 Pennsylvania Avenue
Washington, D.C. 20006
</TABLE>
________________________
(1) Includes limited partners, pledgees, donees, transferees or other
successors-in-interest selling shares received after the date of this prospectus
from the selling stockholder as a pledge, gift, partnership distribution or
other non-sale related transfer.
(2) Includes 595,000 shares of common stock issuable upon exercise of warrants.
So, let's guess...... modestly good news and some volume, and $90 million of the $300
million is *poof*? Is that what this filing means? $300 million, aggregate, between the
company and "selling stockholder"?
Does anyone understand the rationale of/for the joint shelf registration? |
