<PAGE>
As filed with the Securities and Exchange Commission on May 28, 1999
- ------------------------------------------------------------------------------
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)
<TABLE>
<S> <C>
Massachusetts 04-3039129
------------------------------ ------------------------------------
(State of incorporation or organization) (I.R.S. Employer Identification No.)
</TABLE>
130 Waverly Street Cambridge, Massachusetts 02139-4211
------------------------------------------------------
(Address of Principal Executive Offices)
VERTEX PHARMACEUTICALS INCORPORATED
-----------------------------------
1996 STOCK AND OPTION PLAN AND
-----------------------------------
EMPLOYEE STOCK PURCHASE PLAN
-----------------------------------
(Full titles of the plans)
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>
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 1,450,000 $19.71875 $28,592,187 $7,948.63
Rights to purchase
Series A Junior
Participating
Preferred Stock (3) (3) (3) None
</TABLE>
- ------------------------------------------------------------------------------
(1) Includes 1,250,000 shares issuable under the 1996 Stock and Option Plan
and 200,000 shares issuable under the Employee Stock Option Plan,
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 (May 25, 1999) within five (5) business days prior to filing this
Registration Statement.
(3) No separate consideration will be received for the Rights.
Page 1
<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, 1998 (Commission File No. 000-19319);
(b) Quarterly Report of the Registrant on Form 10-Q (Commission File
No. 000-19319) for the quarter ended March 31, 1999;
(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.
<TABLE>
Exhibit No. Description
- ----------- -----------
<S> <C>
(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) Awareness letter from PricewaterhouseCoopers LLP regarding unaudited interim financial
information (filed herewith)
Page 2
<PAGE>
(23.1) Consent of PricewaterhouseCoopers LLP (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)
</TABLE>
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 May 28, 1999.
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>
<S> <C> <C>
/s/ Joshua S. Boger Director, President and May 28, 1999
- ------------------------------ Chief Executive Officer ------------
Joshua S. Boger (Principal Executive Officer)
/s/ Thomas G. Auchincloss, Jr. Vice President of Finance and Treasurer May 28, 1999
- ------------------------------ (Principal Financial Officer) ------------
Thomas G. Auchincloss, Jr.
/s/ Hans D. Van Houte Controller May 28, 1999
- ------------------------------ ------------
Hans D. Van Houte
/s/ Barry M. Bloom Director May 28, 1999
- ------------------------------ ------------
Barry M. Bloom
/s/ Roger W. Brimblecombe Director May 28, 1999
- ------------------------------ ------------
Roger W. Brimblecombe
/s/ Donald R. Conklin Director May 28, 1999
- ------------------------------ ------------
Donald R. Conklin
/s/ William W. Helman IV Director May 28, 1999
- ------------------------------ ------------
William W. Helman IV
/s/ Charles A. Sanders Director May 28, 1999
- ------------------------------ ------------
Charles A. Sanders
/s/ Elaine S. Ullian Director May 28, 1999
- ------------------------------ ------------
Elaine S. Ullian
/s/ Bruce I. Sachs Director May 28, 1999
- ------------------------------ ------------
Bruce I. Sachs
</TABLE>
Page 4
<PAGE>
EXHIBITS
<TABLE>
<CAPTION>
Exhibit No. Description
- ----------- -----------
<S> <C>
(5) Opinion of Warner & Stackpole LLP (filed herewith at page 6)
(15) Awareness letter from PricewaterhouseCoopers LLP regarding unaudited
interim financial information (filed herewith at page 8)
(23.1) Consent of PricewaterhouseCoopers LLP (filed herewith at page 9)
</TABLE>
Page 5
<PAGE>
EXHIBIT 5
75 State Street WARNER & STACKPOLE LLP Telephone: (617)951-9000
Boston, Massachusetts 02109 COUNSELLORS AT LAW Fax: (617)951-9151
May 28, 1999
Vertex Pharmaceuticals Incorporated
130 Waverley 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 of the Common Stock, $.01 par value per share
("Common Stock"), of the Company and 200,000 shares of Common Stock to be
issued under the Company's Employee Stock Purchase Plan ("ESPP") for a total
of 1,450,000 shares of Common Stock (the "Shares"). These Shares are in
addition to (a) 150,000 shares of Common Stock issuable under the ESPP
registered on Form S-8, Registration No. 33-48348 filed with the Commission on
June 4, 1992, (b) 150,000 shares of Common Stock issuable under the ESPP
registered on Form S-8, Registration No. 333-12325 filed with the Commission
on September 19, 1996, (c) 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, and (d) 1,250,000 shares of Common Stock issuable
under the Plan registered on Form S-8, Registration No. 333-45179 filed with
the Commission on June 5, 1998.
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.
6
<PAGE>
WARNER & STACKPOLE LLP
Vertex Pharmaceuticals Incorporated
May 28, 1999
Page 2
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 and the issuance of Common Stock under the ESPP have been or will be
made in accordance with the terms and conditions of the Plan and the ESPP,
respectively.
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
the ESPP, and upon (i) the effectiveness of the Registration Statement, (ii)
payment for the Shares in accordance with the terms of the Plan and the ESPP
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
---------------------------
W&S:SLP/emw
7
<PAGE>
EXHIBIT 15
May 28, 1999
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Commissioners:
We are aware that our report dated April 21, 1999 on our review of interim
financial information of Vertex Pharmaceuticals Incorporated for the period
ended March 31, 1999 and included in the Company's quarterly report on Form
10-Q for the quarter then ended is incorporated by reference in the Company's
Registration Statement on Form S-8 to register 1,450,000 shares of common
stock dated May 28, 1999.
Yours very truly,
PricewaterhouseCoopers LLP
8
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of Vertex Pharmaceuticals Incorporated, the Company, to
register 1,450,000 shares of common stock of our report dated February 25,
1999 relating to the financial statements, which appears in the Company's
1998 Annual Report on Form 10-K.
PricewaterhouseCoopers LLP
Boston, Massachusetts
May 28, 1999
9
