<PAGE>
As filed with the Securities and Exchange Commission on June 5, 1998
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
under the
SECURITIES ACT OF 1933
VERTEX PHARMACEUTICALS INCORPORATED
(Exact name of registrant as specified in its charter)
Massachusetts 04-3039129
(State of incorporation or organization) (I.R.S. Employer Identification No.)
130 Waverly Street, Cambridge, Massachusetts 02139-4211
(Address of Principal Executive Offices)
Vertex Pharmaceuticals Incorporated
1996 Stock and Option Plan
(Full title of the plan)
Joshua Boger, President & Chief Executive Officer
Vertex Pharmaceuticals Incorporated
130 Waverly Street
Cambridge, MA 02139-4242
(Name and address of agent for service)
(617) 577-6000
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed Maximum Proposed Maximum
Title of Securities Amount to be Offering Price Aggregate Amount of
to be Registered Registered (1) Per Share (2) Offering Price (2) Registration Fee
- --------------------- -------------- ------------- ------------------ ----------------
<S> <C> <C> <C> <C>
Common Stock, par
value, $.01 per share 1,250,000 $28.40625 $35,507,812 $10,474.80
Rights to purchase Series
A Junior Participating
Preferred Stock (3) (3) (3) None
</TABLE>
(1) Together with an indeterminate number of additional shares which may
result from a stock split, stock dividend, or other similar adjustment
of the outstanding shares of Common Stock.
(2) Estimated solely for the purpose of calculating the registration fee on
the basis of the average of the high and low prices per share of the
Registrant's Common Stock on the Nasdaq National Market System as of a
date (June 2, 1998) within five (5) business days prior to filing this
Registration Statement.
(3) No separate consideration will be received for the Rights.
<PAGE>
PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Items 4-7 and 9 of Part II of the Registrant's Registration Statement on Form
S-8 (File No. 333-27011) are incorporated by reference herein pursuant to
General Instruction E of Form S-8.
Item 3. Incorporation of Documents by Reference.
The following documents filed by the Registrant with the Securities and
Exchange Commission (the "Commission") are incorporated herein by reference:
(a) Annual Report of the Registrant on Form 10-K for the fiscal year
ended December 31, 1997 (Commission File No. 00-19319);
(b) Quarterly Report of the Registrant on Form 10-Q (Commission File
No. 00-19319) for the quarter ended March 31, 1998;
(c) The description of the Registrant's Common Stock included in the
Registrant's registration statement on Form 8-A under the Securities Exchange
Act of 1934, as amended (the "Exchange Act") filed with the Commission on May
30, 1991 (which incorporates by reference certain portions of the Registrant's
Registration Statement on Form S-1 (Registration No. 33-40966) filed with the
Commission on May 30, 1991), including any amendment or report filed for the
purpose of updating such description; and
(d) The description of the Rights under the Registrant's Stockholder
Rights Plan (which are currently transferred with the Registrant's Common Stock)
contained in the Registrant's Registration Statement on Form S-3 (Registration
No. 333-22303) filed with the Commission on February 24, 1997, as amended.
All reports and other documents subsequently filed by the Registrant
with the Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Exchange Act prior to the filing of a post-effective amendment which indicates
that all securities covered by this Registration Statement have been sold or
which deregisters all such securities then remaining unsold shall be deemed to
be incorporated by reference herein and to be a part hereof from the date of the
filing of such reports and documents.
Item 8. Exhibits.
Exhibit No. Description
(4.1) Specimen Common Stock Certificate (filed as Exhibit 4.1 to the
Registration Statement on Form S-1, Registration No. 33-40966, as
amended, and incorporated herein by reference)
(4.2) Stockholder Rights Plan (filed as Exhibit 4.2 to the Registration
Statement on Form S-1, Registration No. 33-40966, as amended, and
incorporated herein by reference)
(4.3) First Amendment to Rights Agreement dated as of February 21,
1997 (filed as Exhibit 4.3 to the Registrant's Annual Report on
Form 10-K for the year ended December 31, 1996 (File No. 0-19319)
(5) Opinion of Warner & Stackpole LLP (filed herewith)
(15) Letter from Coopers & Lybrand L.L.P. regarding unaudited interim
financial information (filed herewith)
Page 2
<PAGE>
(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 to file future amendments (included in signature
page(s) hereto)
Page 3
<PAGE>
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-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Cambridge, Massachusetts, on June 5, 1998.
VERTEX PHARMACEUTICALS INCORPORATED
By: /s/ Joshua S. Boger
_______________________________________
Joshua S. Boger
President and Chief Executive Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Joshua S. Boger, Richard H. Aldrich, and
Thomas G. Auchincloss, Jr., and each of them, his true and lawful
attorneys-in-fact and agents, with full power of substitution and resubstitution
in each of them, for him and in his name, place and stead, and in any and all
capacities, to sign any and all amendments (including post-effective amendments)
to this Registration Statement, and to file the same, with all exhibits thereto
and other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
requisite or necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or any of them or their or
his substitute or substitutes may lawfully do or cause to be done by virtue
hereof.
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 dates indicated.
<TABLE>
<CAPTION>
<S> <C> <C>
/s/ Joshua S. Boger Director, President and June 5, 1998
- ------------------------------------ ------
Joshua S. Boger Chief Executive Officer
(Principal Executive Officer)
/s/ Thomas G. Auchincloss, Jr. Vice President of Finance and Treasurer June 5, 1998
- ------------------------------ ------
Thomas G. Auchincloss, Jr. (Principal Financial Officer)
/s/ Hans D. Van Houte Controller June 5, 1998
- ------------------------------------ ------
Hans D. Van Houte
/s/ Barry M. Bloom Director June 5, 1998
- ------------------------------------ ------
Barry M. Bloom
/s/ Roger W. Brimblecombe Director June 5, 1998
- ------------------------------------ ------
Roger W. Brimblecombe
/s/ Donald R. Conklin Director June 5, 1998
- ------------------------------------ ------
Donald R. Conklin
/s/ William W. Helman IV Director June 5, 1998
- ------------------------------------ ------
William W. Helman IV
/s/ Charles A. Sanders Director June 5, 1998
- ------------------------------------ ------
Charles A. Sanders
</TABLE>
Page 4
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C>
/s/ Elaine S. Ullian Director June 5, 1998
- ------------------------------------ ------
Elaine S. Ullian
</TABLE>
Page 5
<PAGE>
EXHIBITS
Exhibit No. Description
(5) Opinion of Warner & Stackpole LLP (filed herewith at page 7)
(15) Letter from Coopers & Lybrand L.L.P. regarding unaudited interim
financial information (filed herewith at page 9)
(23.1) Consent of Coopers & Lybrand L.L.P. (filed herewith at page 10)
Page 6
<PAGE>
Exhibit 5
75 State Street WARNER & STACKPOLE LLP Telephone: (617) 951-9000
Boston, Massachusetts 02109 COUNSELLORS AT LAW Fax: (617) 951-9151
June 5, 1998
Vertex Pharmaceuticals Incorporated
130 Waverly Street
Cambridge, MA 02139-4211
Ladies and Gentlemen:
We have acted as counsel to Vertex Pharmaceuticals Incorporated, a
Massachusetts corporation (the "Company"), in connection with the preparation
and filing with the Securities and Exchange Commission (the "Commission") of a
Registration Statement on Form S-8 (the "Registration Statement") registering
for issuance by the Company, upon exercise of options awarded and to be awarded
under the Company's 1996 Stock and Option Plan (the "Plan"), an additional
1,250,000 shares (the "Shares") of the Common Stock, $.01 par value per share
("Common Stock"), of the Company. These shares are in addition to 2,000,000
shares of Common Stock issuable under the Plan registered on Form S-8,
Registration No. 333-27011 filed with the Commission on May 13, 1997.
We have examined the Registration Statement, the Restated Articles of
Organization of the Company and such other documents and records of the Company
as we have deemed necessary for the purpose 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 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.
We assume for purposes of this opinion that the grants of options under
the Plan have been or will be made in accordance with the terms and conditions
of the Plan.
Page 7
<PAGE>
WARNER & STACKPOLE LLP
Vertex Pharmaceuticals Incorporated
June 5, 1998
Page 2
Based upon the foregoing, we are of the opinion that the Shares are
duly authorized and reserved for issuance pursuant to the terms of the Plan, and
upon (i) the effectiveness of the Registration Statement, (ii) payment for the
Shares in accordance with the terms of the Plan and (iii) the issuance of
certificates therefor by the Company, the Shares will be validly issued, fully
paid and non-assessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ Warner & Stackpole LLP
Page 8
<PAGE>
Exhibit 15
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Vertex Pharmaceuticals Incorporated
Registration on Form S-8
Ladies and Gentlemen:
We are aware that our report dated April 22, 1998 on our review of interim
financial information of Vertex Pharmaceuticals Incorporated for the period
ended March 31, 1998 and included in the Company's quarterly report on Form 10-Q
for the quarter then ended is incorporated by reference in this registration
statement. Pursuant to Rule 436(c) under the Securities Act of 1933, this report
should not be considered a part of the registration statement prepared or
certified by us within the meaning of Sections 7 and 11 of that Act.
/s/ Coopers & Lybrand L.L.P.
Boston, Massachusetts
June 5, 1998
Page 9
<PAGE>
Exhibit 23.1
Consent of Independent Accountants
We consent to the incorporation by reference in this registration statement on
Form S-8 of our report, dated February 23, 1998, on our audits of the
consolidated financial statements of Vertex Pharmaceuticals Incorporated.
/s/ Coopers and Lybrand L.L.P.
Boston, Massachusetts
June 5, 1998
Page 10
