Vertex Pharmaceuticals
VERTEX PHARMACEUTICALS INC / MA (Form: S-8, Received: 08/04/2015 16:32:27)


As filed with the Securities and Exchange Commission on August 4, 2015

Registration No. 333—


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


FORM S-8

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933


VERTEX PHARMACEUTICALS INCORPORATED
(Exact name of registrant as specified in its charter)

Massachusetts    
(State or other jurisdiction of incorporation or
organization)
 
04-3039129    
(I.R.S. Employer Identification Number)

50 Northern Avenue
Boston, Massachusetts 02210 (617) 341-6100
(Address of Principal Executive Offices)

AMENDED AND RESTATED
2013 STOCK AND OPTION PLAN
(Full Title of Plan)


Jeffrey M. Leiden
Chief Executive Officer
Vertex Pharmaceuticals Incorporated
50 Northern Avenue
Boston, Massachusetts 02210
(617) 341-6100
(Name, address, and telephone number, including area code, of agent for service)

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definition of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer  x
Accelerated filer  o
Non-accelerated filer  o
Smaller reporting company  o
 
 
(Do not check if a smaller reporting
company)
 

CALCULATION OF REGISTRATION FEE

 
 
 
 
 
 
 
 
 
 
Title of Each Class of
Securities to be Registered
 
Amount to
be Registered(1)
 
Proposed
Maximum Offering Price Per Share(2)
 
Proposed
Maximum Aggregate Offering Price
 
Amount of
Registration Fee
 
Common Stock, $0.01 par value
 
8,997,196

 
 
$127.13
 
 
$1,143,813,528

 
 
$132,912

 
 

(1)
The number of shares of common stock, par value $.01 per share, stated above consists of the aggregate number of additional shares that may be issued under the Vertex Pharmaceuticals Incorporated Amended and Restated 2013 Stock and Option Plan (the "2013 Plan") pursuant to an amendment and





restatement of the 2013 Plan that became effective June 4, 2015 (the "Effective Date"). It includes: (i) an additional 7,800,000 shares authorized under the 2013 Plan, plus (ii) 525,861 additional shares that were available for issuance under the Vertex Pharmaceuticals Incorporated Amended and Restated 2006 Stock and Option Plan (the "2006 Plan") as of the Effective Date or that expired, terminated or were otherwise surrendered, canceled, forfeited or repurchased by the Registrant subsequent to the Effective Date, each of which rolled-over into the 2013 Plan, plus (iii) 671,335 additional shares representing a good-faith estimate of awards made under the 2006 plan which will expire, terminate or will otherwise be surrendered, canceled, forfeited or repurchased subsequent to the date of this registration statement, each of which will roll-over into the 2013 Plan. The maximum number of shares that may be issued under the plan is subject to adjustment in accordance with certain anti-dilution and other provisions of the plan. Accordingly, pursuant to Rule 416 under the Securities Act of 1933, as amended, this Registration Statement covers, in addition to the number of shares stated above, an indeterminate number of shares that may be subject to grant or otherwise issuable after the operation of any such anti-dilution or other provisions.

(2)
Estimated solely for purposes of determining the registration fee pursuant to Rule 457(c) and (h) under the Securities Act of 1933, as amended, based on the average of the high and low sale prices of the Registrant’s common stock as reported by The NASDAQ Global Select Market on July 29, 2015.





Statement of Incorporation by Reference
This Registration Statement on Form S-8 is being filed to register the offer and sale of an additional 8,997,196 shares of Common Stock, $0.01 par value per share (the “Common Stock”), of Vertex Pharmaceuticals Incorporated (the “Registrant”) to be issued under the Amended and Restated 2013 Stock and Option Plan (the “2013 Plan”) of the Registrant. In accordance with General Instruction E to Form S-8, this Registration Statement incorporates by reference the contents of the Registration Statement on Form S-8 filed by the Registrant on May 21, 2013 (File No. 333-188737), relating to the Registrant’s 2013 Plan.






SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Boston, Massachusetts on August 4, 2015.

 
VERTEX PHARMACEUTICALS INCORPORATED
 
 
 
By:
/s/ JEFFREY M. LEIDEN
 
 
Jeffrey M. Leiden
 
 
Chief Executive Officer and President

POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints Jeffrey M. Leiden, Ian F. Smith and Michael J. LaCascia and each of them singly, his/her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution in each of them singly, for him/her and in his/her name, place and stead, and in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement on Form S-8 of Vertex Pharmaceuticals Incorporated, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting to the attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary to be done in or about the premises, as full to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that the attorneys-in-fact and agents or any of each of them or their substitute may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Boston, Massachusetts on August 4, 2015.






Signature
 
Title
 
Date
 
 
 
 
 
 
By:
/s/ JEFFREY M. LEIDEN
 
Chairman, Chief Executive Officer and President (principal executive officer)
 
August 4, 2015
Jeffrey M. Leiden
 
 
 
 
 
 
By:
/s/ IAN F. SMITH
 
Executive Vice President and Chief Financial Officer (principal financial officer)
 
August 4, 2015
Ian F. Smith
 
 
 
 
 
 
By:
/s/ PAUL M. SILVA
 
Senior Vice President and Corporate Controller (principal accounting officer)
 
August 4, 2015
Paul M. Silva
 
 
 
 
 
 
By:
/s/ SANGEETA N. BHATIA
 
Director
 
August 4, 2015
Sangeeta N. Bhatia
 
 
 
 
 
 
By:
/s/ JOSHUA S. BOGER
 
Director
 
August 4, 2015
Joshua S. Boger
 
 
 
 
 
 
By:
/s/ TERRENCE C. KEARNEY
 
Director
 
August 4, 2015
Terrence C. Kearney
 
 
 
 
 
 
By:
/s/ YUCHUN LEE
 
Director
 
August 4, 2015
 
Yuchun Lee
 
 
 
 
 
 
By:
/s/ MARGARET G. MCGLYNN
 
Director
 
August 4, 2015
 
Margaret G. McGlynn
 
 
 
 
 
 
By:
/s/ BRUCE I. SACHS
 
Director
 
August 4, 2015
Bruce I. Sachs
 
 
 
 
 
 
By:
/s/ ELAINE S. ULLIAN
 
Director
 
August 4, 2015
 
Elaine S. Ullian
 
 
 
 
 
 
By:
/s/ WILLIAM D. YOUNG
 
Director
 
August 4, 2015
 
William D. Young
 






VERTEX PHARMACEUTICALS INCORPORATED
INDEX TO EXHIBITS FILED WITH
FORM S-8 REGISTRATION STATEMENT


Exhibit
Number
 
Exhibit Description
 
Filed
with this Registration Statement
 
Incorporated
by Reference herein from—Form or Schedule
 
Filing Date/
Period Covered
 
SEC File/
Reg. Number
 
4.1
 
Restated Articles of Organization of Vertex Pharmaceuticals Incorporated, as amended.
 
 
 
10-Q (Exhibit 10.2)
 
August 4, 2015
 
000-19319
 
4.2
 
By-laws of Vertex, as amended and restated as of February 5, 2013.
 
 
 
8-K (Exhibit 3.1)
 
February 11, 2013
 
000-19319
 
4.3
 
Specimen stock certificate.
 
 
 
S-1 (Exhibit 4.1)
 
July 18, 1991
 
33-40966
 
5.1
 
Opinion of counsel as to the legality of the shares being registered.
 
X
 
 
 
 
 
 
 
23.1
 
Consent of Ernst & Young LLP.
.
X
 
 
 
 
 
 
 
23.2
 
Consent of counsel (included as part of Exhibit 5.1).
 
X
 
 
 
 
 
 
 
24.1
 
Power of Attorney to file future amendments (set forth on signature page of this Registration Statement).
 
X
 
 
 
 
 
 
 
99.1
 
Vertex Pharmaceuticals Incorporated Amended and Restated 2013 Stock and Option Plan.
 
 
 
DEF-14A (Appendix A)
 
April 30, 2015
 
000-19319
 




August 4, 2015

Vertex Pharmaceuticals Incorporated
50 Northern Avenue
Boston, Massachusetts 02210

Re: Vertex Pharmaceuticals Incorporated Amended and Restated 2013 Stock and Option Plan

Ladies and Gentlemen:

I have assisted in the preparation of the Registration Statement on Form S-8 (the “Registration Statement”) to be filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), relating to an aggregate of 8,997,196 shares of common stock, $0.01 par value per share (the “Shares”), of Vertex Pharmaceuticals Incorporated, a Massachusetts corporation (the “Company”), issuable under the Company’s Amended and Restated 2013 Stock and Option Plan (the “Plan”).

I have examined the Articles of Organization and By-Laws of the Company, each as amended and restated to date, and originals, or copies certified to my satisfaction, of all pertinent records of the meetings of the directors and shareholders of the Company, the Registration Statement and such other documents relating to the Company as I have deemed material for the purposes of this opinion.

In my examination of the foregoing documents, I have assumed the genuineness of all signatures, the authenticity of all documents submitted to me as originals, the conformity to original documents of all documents submitted to me as certified, photostatic or other copies, the authenticity of the originals of any such documents and the legal competence of all signatories to such documents.

I express no opinion herein as to the laws of any state or jurisdiction other than the state laws of The Commonwealth of Massachusetts and the federal laws of the United States of America. It is understood that this opinion is to be used only in connection with the offer and sale of the Shares while the Registration Statement is in effect.

Please note I am opining only as to the matters expressly set forth herein, and no opinion should be inferred as to any other matters. I assume no obligation to revise or supplement this opinion should the present laws, or the interpretation thereof, be changed in respect of any circumstances or events that occur subsequent to the date hereof.

Based on the foregoing, I am of the opinion that the Shares have been duly authorized for issuance and, when the Shares are issued and paid for in accordance with the terms and conditions of the Plan, the Shares will be validly issued, fully paid and nonassessable.

I hereby consent to the filing of this opinion with the Commission in connection with the Registration Statement in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act. In giving such consent, I do not hereby admit that I am in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission.






Very truly yours,


/s/ Michael J. LaCascia
Michael J. LaCascia
Vice President and Interim General Counsel
 



Exhibit 23.1



Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in the Registration Statement on Form S-8 pertaining to the Amended and Restated 2013 Stock and Option Plan of Vertex Pharmaceuticals Incorporated of our reports dated February 13, 2015, with respect to the consolidated financial statements of Vertex Pharmaceuticals Incorporated and the effectiveness of internal control over financial reporting of Vertex Pharmaceuticals Incorporated included in its Annual Report (Form 10-K) for the year ended December 31, 2014, filed with the Securities and Exchange Commission.

 
 
 
/s/ Ernst & Young LLP
 
 


Boston, Massachusetts
August 4, 2015