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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities and Exchange Act of 1934
Date of report (Date of earliest event reported): October 5, 2000
VERTEX PHARMACEUTICALS INCORPORATED
(Exact name of registrant as specified in its charter)
Massachusetts
(State of incorporation)
000-19319 04-3039129
(Commission File No.) (IRS Employer Identification No.)
130 Waverly Street
Cambridge, MA 02139
(Address of principal executive offices and zip code)
Registrant's telephone number, including area code: (617) 577-6000
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Item 5. OTHER EVENTS
CONVERSION OF 5% CONVERTIBLE SUBORDINATED NOTES DUE MARCH 2007
On September 15, 2000, Vertex Pharmaceuticals Incorporated announced the
call of its $175 million aggregate principal amount of 5% Convertible
Subordinated Notes Due March 2007 (the "Notes") for redemption on October 5,
2000. In lieu of redemption, holders were able to convert their Notes into
Vertex common stock at any time on or prior to October 4, 2000. The Notes were
convertible into common stock at a price of $40.32 per share, which is
equivalent to approximately 24.8 shares of common stock per $1,000 principal
amount of Notes. All of the Notes were converted in lieu of redemption. As a
result, Vertex issued approximately 4.3 million shares of common stock,
increasing the Company's total shares outstanding to approximately 58.6 million.
In addition, Vertex made a "make-whole" payment of $82.14 per $1,000 principal
amount of Notes, which resulted in a one-time charge to earnings of
approximately $14.4 million.
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.
VERTEX PHARMACEUTICALS INCORPORATED
Dated: October 5, 2000 By: /s/ Thomas G. Auchincloss, Jr.
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Thomas G. Auchincloss, Jr.
Vice President, Finance
