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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): March 3, 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
On March 3, 2000, Vertex Pharmaceuticals Incorporated announced its intention to
offer $200 million aggregate principal amount of convertible subordinated notes
(plus an additional amount of $30 million to cover over-allotments, if any). A
press release relating to the offering is attached hereto as Exhibit 99.1.
On March 9, 2000, Vertex announced the sale to certain initial purchasers of
$175.0 million of convertible subordinated notes (plus an additional amount of
$26.25 million to cover over-allotments, if any). A press release relating to
the sale of the notes is attached hereto as Exhibit 99.2.
Item 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(c) Exhibits
99.1 Press Release dated March 3, 2000.
99.2 Press Release dated March 9, 2000.
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: March 27, 2000 By:/s/ Thomas G. Auchincloss, Jr.
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Thomas G. Auchincloss, Jr.
Vice President, Finance
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EXHIBIT INDEX
Exhibit
Number Description
- ------- -----------
99.1 Press Release dated March 3, 2000, titled, "Vertex Announces
$200 Million Private Offering of Convertible Subordinated
Notes."
99.2 Press Release dated March 9, 2000, titled "Vertex
Pharmaceuticals Raises $175 Million in Convertible Subordinated
Debt Placement."
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EXHIBIT 99.1
Vertex Announces $200 Million Private Offering of Convertible Subordinated
Notes, March 3, 2000
Cambridge, MA, March 3, 2000 --Vertex Pharmaceuticals Incorporated
(Nasdaq:VRTX) announced today that it intends to offer, subject to market and
other conditions, $200 million of Convertible Subordinated Notes (plus an
additional amount of $30 million to cover over-allotments, if any), due 2007,
for purchase by qualified institutional buyers under Rule 144A of the Securities
Act of 1933, as amended (the "Securities Act"). The Notes would be convertible
into Vertex Common Stock at the option of the holder, at a price to be
determined. The offering is expected to close in March 2000. Vertex has agreed
to file a registration statement for the resale of the Notes and the shares of
Common Stock issuable upon conversion of the Notes within 90 days after the
closing of the offering.
The net proceeds of the anticipated offering would be used to fund
research, development, and clinical trials, as well as for working capital and
other general corporate purposes. In addition, Vertex may also use a portion of
the net proceeds for the potential acquisition of additional technologies that
would further Vertex's research and development initiatives.
This announcement is neither an offer to sell nor a solicitation of an
offer to buy any of these securities.
The Notes and the Common Stock issuable upon conversion of the Notes have
not been registered under the Securities Act, or any state securities laws, and
are being offered only to qualified institutional buyers in reliance on Rule
144A under the Securities Act. Unless so registered, the Notes and Common Stock
issued upon conversion of the Notes may not be offered or sold in the United
States except pursuant to an exemption from the registration requirements of the
Securities Act and applicable state securities laws.
Vertex Pharmaceuticals Incorporated discovers, develops and markets
small molecule drugs that address major unmet medical needs. Vertex has nine
drug candidates in clinical development to treat viral diseases, cancer,
autoimmune and inflammatory diseases, and neurological diseases. Vertex has
created its pipeline using a proprietary, information-intensive approach to
drug design that integrates multiple technologies in biology, chemistry and
biophysics, aimed at increasing the speed and success rate of drug discovery.
Vertex's first approved product is Agenerase (amprenavir), an HIV protease
inhibitor, which Vertex co-promotes with Glaxo Wellcome.
The foregoing information regarding Vertex's anticipated sale of
Convertible Subordinated Notes is forward looking. While management will make
its best efforts to be accurate in making forward-looking statements, any such
statements are subject to risks and uncertainties that could cause Vertex's
actual results to vary materially. Risk factors include uncertainties relating
to the ability of the Company to complete the sale of the Notes and the ability
of Vertex to use effectively the proceeds from the sale of the Notes. Investors
are directed to consider other risks and uncertainties discussed in Vertex
documents filed with the Securities and Exchange Commission.
Vertex Contacts: Lynne Brum, Vice President, Corporate Communications,
(617) 577-6614
Michele Karpf, Manager, Product Communications (617) 577-6259
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EXHIBIT 99.2
Vertex Pharmaceuticals Raises $175 Million in Convertible Subordinated Debt
Placement
Cambridge, MA, March 9, 2000 --Vertex Pharmaceuticals Incorporated
(Nasdaq:VRTX) announced today the sale of $175 million of Convertible
Subordinated Notes, due 2007, through a Rule 144A offering to qualified
institutional buyers. The initial purchasers have an additional $26.25 million
to cover over-allotments, if any. The offering is expected to close on March 14,
2000. These Notes are convertible into Vertex Common Stock at a price equal to
$80.64 per share, subject to adjustment in certain circumstances, which
represents a 12.0% premium over yesterday's closing bid of $72.00. The Notes
bear an interest rate of 5.0% per annum, have a seven-year term, and can be
redeemed by Vertex at any time after March 17, 2003.
The net proceeds of the sale will be used to fund research, development,
and clinical trials, as well as for working capital and other general corporate
purposes. In addition, Vertex may also use a portion of the net proceeds for the
potential acquisition of additional technologies that would further the
Company's research and development initiatives.
Vertex has agreed to file a registration statement for the resale of the
Notes and the shares of Common Stock issuable upon conversion of the new Notes
within 90 days after the closing of the offering.
This announcement is neither an offer to sell nor a solicitation of an
offer to buy any of these securities. This summary of the terms and conditions
of the Notes is not intended to be a complete summary of the terms and
conditions of such securities.
The Notes and the Common Stock issuable upon conversion of the Notes
have not been registered under the Securities Act of 1933, as amended ("the
Securities Act"), or any state securities laws, and are being offered only to
qualified institutional buyers in reliance on Rule 144A under the Securities
Act. Unless so registered, the Notes and Common Stock issued upon conversion
of the Notes may not be offered or sold in the United States except pursuant
to an exemption from the registration requirements of the Securities Act and
applicable state securities laws.
Vertex Pharmaceuticals Incorporated discovers, develops and markets small
molecule drugs that address major unmet medical needs. Vertex has nine drug
candidates in clinical development to treat viral diseases, inflammation,
cancer, autoimmune diseases and neurological disorders. Vertex has created its
pipeline using a proprietary, information-intensive approach to drug design that
integrates multiple technologies in biology, chemistry and biophysics, aimed at
increasing the speed and success rate of drug discovery. Vertex's first approved
product is Agenerase TM (amprenavir), an HIV protease inhibitor, which Vertex
co-promotes with Glaxo Wellcome.
The foregoing information regarding Vertex's sale of Convertible
Subordinated Notes is forward looking. While management will make its best
efforts to be accurate in making forward-looking statements, any such statements
are subject to risks and uncertainties that could cause Vertex's actual results
to vary materially. Risk factors include uncertainties relating to the ability
of the Company to use effectively the proceeds from the sale of the Notes.
Investors are directed to consider other risks and uncertainties discussed in
Vertex documents filed with the Securities and Exchange Commission.
Vertex Contacts: Lynne Brum, Vice President, Corporate Communications,
(617) 577-6614
Michele Karpf, Manager, Product Communications (617) 577-6259
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