<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 6, 1997
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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VERTEX PHARMACEUTICALS INCORPORATED
(Exact name of registrant as specified in its charter)
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<TABLE>
<S> <C>
MASSACHUSETTS 04-3039129
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
</TABLE>
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130 WAVERLY STREET, CAMBRIDGE, MASSACHUSETTS 02139-4242 (617) 577-6000
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
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JOSHUA S. BOGER, PRESIDENT AND CHIEF EXECUTIVE OFFICER
VERTEX PHARMACEUTICALS INCORPORATED
130 WAVERLY STREET, CAMBRIDGE, MASSACHUSETTS 02139-4242 (617) 577-6000
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
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COPIES TO:
<TABLE>
<S> <C>
KENNETH S. BOGER, ESQ. LESLIE E. DAVIS, ESQ.
TIMOTHY B. BANCROFT, ESQ. TESTA, HURWITZ & THIBEAULT, LLP
WARNER & STACKPOLE LLP 125 High Street
75 State Street Boston, MA 02110
Boston, MA 02109
</TABLE>
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after this Registration Statement becomes effective.
If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [ ]
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of earlier effective
registration statement for the same offering. [X] 333-22303
If this form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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<S> <C> <C> <C> <C>
PROPOSED MAXIMUM
PROPOSED MAXIMUM AGGREGATE
AMOUNT TO BE OFFERING PRICE OFFERING AMOUNT OF
TITLE OF EACH CLASS OF SECURITIES REGISTERED REGISTERED(1) PER SHARE(2) PRICE(2) REGISTRATION FEE
<CAPTION>
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<S> <C> <C> <C> <C>
Common Stock, par value $.01 per share 575,000 shares $45.50 $26,162,500 $7,928
- ------------------------------------------------------------------------------------------------------------
Rights to Purchase Series A Junior
Participating Preferred Stock, par value
$.01 per share (3) (3) (3) None
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</TABLE>
(1) Includes 75,000 shares of Common Stock which the Underwriters have the
option to purchase from the Registrant to cover over-allotments, if any.
(2) Calculated based upon the public offering price of $45.50 per share in
accordance with Rule 457 under the Securities Act of 1933, as amended.
(3) No separate consideration will be received for the Rights.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT THAT SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
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<PAGE> 2
This registration statement is being filed with respect to the registration
of additional shares of the common stock, $.01 par value per share, of Vertex
Pharmaceuticals Incorporated, a Massachusetts corporation, for an offering
pursuant to Rule 462(b) under the Securities Act of 1933, as amended. The
contents of the earlier effective registration statement (Registration No.
333-22303) (the "Earlier Registration Statement") are incorporated in this
Registration Statement by reference.
The required opinions and consents are listed on an Exhibit Index attached
hereto and filed herewith.
<PAGE> 3
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Cambridge, Commonwealth of Massachusetts, on March 6,
1997.
VERTEX PHARMACEUTICALS INCORPORATED
*
By:.................................
JOSHUA S. BOGER
PRESIDENT AND CHIEF EXECUTIVE
OFFICER
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS
REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE
CAPACITIES AND ON THE DATE INDICATED.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
* President, Chief Executive March 6, 1997
........................................ Officer and Director
JOSHUA S. BOGER (Principal Executive
Officer)
* Vice President of Finance and March 6, 1997
........................................ Treasurer (Principal
THOMAS G. AUCHINCLOSS, JR. Financial Officer)
* Controller (Principal March 6, 1997
........................................ Accounting Officer)
HANS D. VAN HOUTE
* Director March 6, 1997
........................................
BARRY M. BLOOM
* Director March 6, 1997
........................................
ROGER W. BRIMBLECOMBE
* Director March 6, 1997
........................................
DONALD R. CONKLIN
* Director March 6, 1997
........................................
WILLIAM W. HELMAN IV
* Director March 6, 1997
........................................
BENNO C. SCHMIDT
* Director March 6, 1997
........................................
CHARLES A. SANDERS
</TABLE>
/S/ THOMAS G. AUCHINCLOSS, JR.
*By:..................................
THOMAS G. AUCHINCLOSS, JR.
AS ATTORNEY-IN-FACT
<PAGE> 4
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
- ----------- -----------------------------------------------------------------------------
<S> <C> <C>
5 -- Opinion of Warner & Stackpole LLP (filed herewith).
23.1 -- Consent of Coopers & Lybrand L.L.P. (filed herewith).
23.2 -- Consent of Warner & Stackpole LLP (included in Exhibit 5).
24* -- Power of Attorney.
</TABLE>
- ---------------
* Filed with the Registrant's Registration Statement on Form S-3 (Registration
No. 333-22303).
<PAGE> 1
EXHIBIT 5
[WARNER & STACKPOLE]
March 6, 1997
Vertex Pharmaceuticals Incorporated
130 Waverly Street
Cambridge, Massachusetts 02139-4211
Ladies and Gentlemen:
We have acted as your counsel in connection with the preparation and filing
with the Securities and Exchange Commission of a Registration Statement on Form
S-3 (the "Registration Statement") with respect to the public offering by Vertex
Pharmaceuticals Incorporated, a Massachusetts corporation (the "Company"), of up
to 575,000 shares (the "Shares") of the Common Stock, $.01 par value per share,
of the Company and the proposed issuance by the Company in connection therewith
of rights to purchase Series A Junior Participating Preferred Stock, $.01 par
value per share (the "Rights").
We have examined (i) the Registration Statement, (ii) the form of
Underwriting Agreement between the Company and Cowen & Company, Bear, Stearns &
Co. Inc., Robertson, Stephens & Company LLC and J.P. Morgan Securities Inc. as
Representatives of the several underwriters named in Schedule A thereto (the
"Underwriting Agreement"), (iii) the Restated Articles of Organization of the
Company, as amended to date, (iv) the Rights Agreement (the "Rights Plan"),
dated July 1, 1991, between the Company and The First National Bank of Boston,
as amended as of February 21, 1997, under which the Rights are proposed to be
issued, and such other documents and records as we have deemed necessary for the
purposes of this opinion.
In our examination of the foregoing documents, we have assumed the
genuineness of all signatures and the authenticity of all documents submitted to
us as originals, the conformity to original documents of all documents submitted
to us as certified or photostatic copies, and the authenticity of the originals
of such latter documents.
We assume that appropriate action will be taken, prior to the offer and
sale of the Shares, to register and qualify the Shares and the Rights for sale
under all applicable state securities or "blue sky" laws.
We are members of the bar of the Commonwealth of Massachusetts and we
express no opinion as to any matters insofar as any laws other than Federal laws
and the laws of the Commonwealth of Massachusetts may be applicable.
Based upon the foregoing, we are of the opinion that the Shares and the
Rights are duly authorized for issuance and, upon (i) the effectiveness of the
Registration Statement, (ii) the execution and delivery of the Underwriting
Agreement by the parties thereto, (iii) payment for the Shares in accordance
with the terms of the Underwriting Agreement, (iv) the issuance of the
certificates therefor by the Company, and (v) as to the Rights only, the
issuance of the Rights in accordance with the terms of the Rights Plan, the
Shares and the Rights will be validly issued, fully paid and non-assessable.
<PAGE> 2
In connection with our opinion set forth above with respect to the Rights,
whether the Board of Directors of the Company might be required to redeem or
terminate the Rights at some future time will depend upon the facts and
circumstances existing at that time and, accordingly, is beyond the scope of our
opinion.
We hereby consent to the reference to this firm under the heading "Legal
Opinions" in the prospectus which is part of the Registration Statement and to
the filing of this opinion as an exhibit to the Registration Statement.
Very truly yours,
WARNER & STACKPOLE LLP
<PAGE> 1
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this registration statement
on Form S-3 of our report dated February 18, 1997 and our report dated February
22, 1996 on our audits of the consolidated financial statements of Vertex
Pharmaceuticals Incorporated. We also consent to the references to our firm
under the captions "Experts" and "Selected Consolidated Financial Data."
/s/ COOPERS & LYBRAND L.L.P.
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COOPERS & LYBRAND L.L.P.
Boston, Massachusetts
March 6, 1997
