UNITED STATES
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 14, 2006
VERTEX PHARMACEUTICALS INCORPORATED
(Exact name of registrant as specified in its charter)
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MASSACHUSETTS |
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000-19319 |
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04-3039129 |
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(State or other jurisdiction of |
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(Commission File Number) |
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(IRS Employer |
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incorporation) |
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Identification No.) |
130 Waverly Street
Cambridge, Massachusetts 02139
(Address of principal executive offices) (Zip Code)
(617) 444-6100
Registrant’s telephone number, including area code:
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 1.01. Entry into a Material Definitive Agreement.
On September 14, 2006, Vertex Pharmaceuticals Incorporated (the “Company”) entered into a purchase agreement (the “Purchase Agreement”) with Merrill, Lynch, Pierce, Fenner & Smith Incorporated, Morgan Stanley & Co. Incorporated and UBS Securities LLC (collectively, the “Underwriters”), relating to the sale of 9,100,000 shares of the Company’s common stock, par value $0.01 per share, (the “Common Stock”) at an offering price to the public of $33.00 per share. Under the terms of the Purchase Agreement, the Company has granted the Underwriters an option, exercisable for 30 days, to purchase up to an additional 900,000 shares of Common Stock to cover over-allotments.
The Purchase Agreement is filed as Exhibit 1.1 to this Report, and the description of the material terms of the Purchase Agreement is qualified in its entirety by reference to such exhibit. The offering of the Common Stock will be made by means of a prospectus, a copy of which can be obtained from any of the Underwriters. The prospectus, which consists of a prospectus supplement dated September 14, 2006, and an accompanying prospectus dated September 11, 2006, each of which has been filed with the Securities and Exchange Commission.
The Company issued a press release on September 14, 2006 entitled “Vertex Pharmaceuticals Announces Pricing of Common Stock Offering” announcing the pricing of the public offering. The press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits
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Exhibit |
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Description of Document |
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1.1 |
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Purchase Agreement, dated September 14, 2006 by and among Vertex Pharmaceuticals Incorporated, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Morgan Stanley & Co. Incorporated and UBS Securities LLC; |
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5.1 |
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Opinion of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.; and |
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99.1 |
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Press Release of Vertex Pharmaceuticals Incorporated, dated September 14, 2006, entitled “Vertex Pharmaceuticals Announces Pricing of Common Stock Offering.” |
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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.
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VERTEX PHARMACEUTICALS |
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INCORPORATED |
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(Registrant) |
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Date: September 14, 2006 |
/s/ |
Kenneth S. Boger |
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Kenneth S. Boger |
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Senior Vice President and General Counsel |
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