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EX-99.1 - EX-99.1 - VIROPHARMA INCa13-2316_1ex99d1.htm

 

 

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): January 8, 2013

 

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)

 

730 STOCKTON DRIVE, EXTON, PENNSYLVANIA

 

19341

(Address of Principal Executive Offices)

 

(Zip Code)

 

(610) 458-7300

(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:

 

o    Written communications pursuant to Rule 425 under the Securities Act

 

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

 

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

 

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

 

 

 



 

Item 7.01.                                        Regulation FD Disclosure.

 

On January 8, 2013, ViroPharma Incorporated (the “Company”) made a slide presentation to investors and analysts during the 31st Annual J.P. Morgan Healthcare Conference.  A copy of the presentation materials is furnished as Exhibit 99.1 hereto and is incorporated herein by reference.  In its presentation, the Company included certain historical non-U.S. Generally Accepted Accounting Principles (“non-GAAP”) financial measures as defined in Regulation G promulgated by the Securities and Exchange Commission for the nine-month period ended September 30, 2012.  The non-GAAP financial measures exclude non-cash interest expense, purchase accounting and product acquisition related adjustments, stock option expense and certain unusual or non-recurring items.  Reconciliations for such historical non-GAAP financial measures can be found in the press release issued by the Company on October 24, 2012.  The Company believes that its presentation of historical non-GAAP financial measures provides useful supplementary information to and facilitates additional analysis by investors.  These historical non-GAAP financial measures are in addition to, not a substitute for, or superior to, measures of financial performance prepared in accordance with U.S. Generally Accepted Accounting Principles.

 

Item 9.01.                                        Financial Statements and Exhibits.

 

(d)  Exhibits.

 

Exhibit
Number

 

Description

 

 

 

99.1

 

Slide Presentation of ViroPharma Incorporated dated January 8, 2013.

 

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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: January 8, 2013

By:

/s/ J. Peter Wolf

 

 

J. Peter Wolf

 

 

Vice President, General Counsel and Secretary

 

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INDEX TO EXHIBITS

 

Exhibit
Number

 

Description

 

 

 

99.1

 

Slide Presentation of ViroPharma Incorporated dated January 8, 2013

 

4