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Viropharma Inc – ‘8-K’ for 5/19/06

On:  Monday, 5/22/06, at 9:23am ET   ·   For:  5/19/06   ·   Accession #:  1193125-6-116839   ·   File #:  0-21699

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  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 5/22/06  Viropharma Inc                    8-K:1,5,9   5/19/06    2:42K                                    RR Donnelley/FA

Current Report   —   Form 8-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Viropharma Incorporated--Form 8-K                   HTML     19K 
 2: EX-99.1     Press Release                                       HTML     10K 


8-K   —   Viropharma Incorporated--Form 8-K


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  Viropharma Incorporated--Form 8-K  

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 


FORM 8-K

 


CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of Earliest Event Reported): May 19, 2006

 


VIROPHARMA INCORPORATED

(Exact Name of Registrant as Specified in its Charter)

 


 

DELAWARE   0-021699   23-2789550

(State or Other Jurisdiction of

Incorporation or Organization)

  (Commission File Number)  

(I.R.S. Employer

Identification Number)

397 EAGLEVIEW BOULEVARD, EXTON, PENNSYLVANIA 19341

(Address of Principal Executive Offices including Zip Code)

(610) 458-7300

(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 1.01 Entry into a Material Definitive Agreement.

On February 20, 2006, the Board of Directors of ViroPharma Incorporated (the “Company”) adopted, subject to shareholder approval, an amendment to the 2005 Stock Option and Restricted Share Plan (the “2005 Plan Amendment”) and reserved 2,000,000 shares of common stock for issuance upon the exercise of stock options or the grant of restricted shares. On May 19, 2006, the 2005 Plan Amendment was approved by stockholders at the Company’s Annual Meeting of Stockholders. The 2005 Plan Amendment increased the number of shares available for issuance under the 2005 Plan by 2,000,000 shares of common stock and increased the number of options and restricted shares that may be granted under the 2005 Plan to any one person by 600,000 shares.

The foregoing summary description of the 2005 Plan Amendment is qualified in its entirety by reference to the actual terms of the 2005 Plan, which was attached as Annex A of the Company’s 2005 Proxy Statement, as filed with the Securities and Exchange Commission on April 10, 2006. For additional information regarding the 2005 Plan Amendment, refer to Proposal 2 (Amendment of 2005 Stock Option and Restricted Share Plan) on pages 17-24 of the Company’s 2006 Proxy Statement.

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

(d) On May 19, 2006, the Company’s Board of Directors appointed Howard H. Pien to the Company’s Board of Directors as a Class III Director to fill a vacancy. Mr. Pien will serve for a term expiring at the Company’s annual meeting of stockholders held in 2008.

There is no agreement or understanding between Mr. Pien and any other person pursuant to which Mr. Pien was appointed to the Board. Mr. Pien is not a party to any transaction, or series of transactions, required to be disclosed pursuant to Item 404(a) of Regulation S-K.

The Company hereby incorporates by reference the press release dated May 22, 2006 attached hereto as Exhibits 99.1 and made a part of this Item 5.02.

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 22, 2006 announcing appointment of Howard H. Pien to the Board of Directors.


SIGNATURES

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.

 

  VIROPHARMA INCORPORATED
Date: May 22, 2006   By:  

/s/ Thomas F. Doyle

   

Thomas F. Doyle

Vice President, General Counsel and Secretary


Index of Exhibits

 

Exhibit
Number
 

Description

99.1   Press release dated May 22, 2006 announcing appointment of Howard H. Pien to the Board of Directors.

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘8-K’ Filing    Date    Other Filings
Filed on:5/22/068-K
For Period End:5/19/063,  4,  8-K,  DEF 14A
4/10/06DEF 14A,  SC 13G/A
2/20/064
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Filing Submission 0001193125-06-116839   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

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