VERTEX PHARMACEUTICALS INC / MA
8-K, 2000-09-19
PHARMACEUTICAL PREPARATIONS
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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 EXCHANGE ACT OF 1934

                                 --------------



Date of Report (Date of earliest event reported):  September 19, 2000

                       Vertex Pharmaceuticals Incorporated
             (Exact name of registrant as specified in its charter)

<TABLE>
<S>                                  <C>                           <C>
      Massachusetts                  000-19319                     04-3039129

-----------------------       --------------------           -------------------
(State or other               (Commission                    (IRS Employer
jurisdiction of               File Number)                   Identification No.)
incorporation)
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                               130 WAVERLY STREET
                               CAMBRIDGE, MA 02139
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               (Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code: (617) 577-6000

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                                  Page 1 of 6 pages

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ITEM 5.   OTHER EVENTS.

         On September 19, 2000, we publicly disseminated a press release
announcing that the initial purchasers of our private offering of 5%
Convertible Subordinated Notes have exercised in full their $45 million
overallotment option. The information contained in the press release is
incorporated herein by reference and filed as Exhibit 99.1 hereto.

ITEM 7.  FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.

(c)      Exhibits.

99.1     Press Release dated September 19, 2000, "Vertex Pharmaceuticals
         Announces Exercise of Overallotment by Underwriters - Company Raises
         a Total of $345 Million in Offering."


                                  Page 2 of 6 pages



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                                   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
                                          (Registrant)

Date:  September 19, 2000                  By: /s/ Thomas G. Auchincloss, Jr.
                                              ---------------------------------
                                              Name: Thomas G. Auchincloss, Jr.
                                              Title: Vice President, Finance


                                  Page 3 of 6 pages



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                                  EXHIBIT INDEX

Exhibit                                                     Sequential
Number             Description                              Page Number
-------            -----------                              -----------
99.1               Press Release dated September 19,                5
                   2000, "Vertex Pharmaceuticals
                   Announces Exercise of Overallotment
                   by Underwriters - Company Raises
                   a Total of $345 Million in Offering."


                                  Page 4 of 6 pages







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