<PAGE>
Filed Pursuant to Rule 424(b)(3)
REGISTRATION NO. 333-37794
PROSPECTUS SUPPLEMENT NO. 5 DATED JANUARY 17, 2001 TO THE
PROSPECTUS DATED AUGUST 1, 2000 OF
VERTEX PHARMACEUTICALS INCORPORATED
This Prospectus Supplement No. 5 amends the information in the table under the
caption "Selling Holders" in the Prospectus dated August 1, 2000, as previously
amended, by deleting the information contained in the table regarding the
Selling Security Holders with respect to the principal amount of notes and
common stock of Vertex Pharmaceuticals Incorporated and substituting therefor
the following table:
<TABLE>
<CAPTION>
NUMBER OF SHARES OF COMMON STOCK
NAME OF SECURITY HOLDER THAT MAY BE OFFERED(1)(2)
<S> <C>
Fain & Company 84,821
Hare & Company 275,644
Societe Generale 24,801
UBS O'Connor LLC 37,202 (3)
TOTAL 422,468
</TABLE>
(1) The number of securities beneficially owned is determined under the rules
of the SEC and the information is not necessarily indicative of
beneficial ownership for any other purpose. Under those rules, beneficial
ownership includes any securities as to which the individual has sole or
shared voting power or investment power and also any securities which the
individual has the right to acquire within 60 days through the exercise
of any stock option or other right. The inclusion in the table of
securities, however, does not constitute an admission that the selling
holders are direct or indirect beneficial owners of those securities. The
selling holders have sole voting power and investment power with respect
to all securities or capital stock listed as owned by the selling
holders.
(2) Represents shares of common stock issued upon conversion of our 5%
Convertible Subordinated Notes due March 2007. All of our 5% Convertible
Subordinated Notes due March 2007 were converted into common stock on or
before October 4, 2000.
(3) As of December 16, 2000, UBS O'Connor LLC was also the beneficial owner
of 188,548 additional shares of our common stock and $2,500,000 principal
amount of our 5% Convertible Subordinated Notes due September 2007 that
are not offered under this Prospectus.
This Prospectus Supplement No. 5 should be read in conjunction with the
Prospectus dated August 1, 2000.
