Filed Pursuant to Rule 424(b)(3)
Registration No. 333-120055
PROSPECTUS
SUPPLEMENT NO. 1 DATED APRIL 11, 2005
(TO PROSPECTUS DATED SEPTEMBER 10, 2004)
VERTEX PHARMACEUTICALS INCORPORATED
$79,313,000 53/4% Convertible Senior Subordinated Notes Due 2011
5,308,800 Shares of Common Stock Issuable Upon Conversion of the Notes
This Prospectus Supplement No. 1 supplements and amends the Prospectus dated February 14, 2005 (the "Prospectus"), relating to the resale from time to time by holders of our 53/4% Convertible Senior Subordinated Notes Due 2011 (the "Notes") and shares of our common stock issuable upon the conversion of the Notes. Such information has been obtained from the selling holders. This prospectus supplement should be read in conjunction with the Prospectus, which is to be delivered with this prospectus supplement.
The information appearing in the table below, as of the date hereof, supplements and amends the information in the table appearing under the heading "Selling Holders" in the Prospectus, and, where the name of a selling holder identified in the table below also appears in the table in the Prospectus, the information set forth in the table below regarding that selling holder supercedes the information in the Prospectus:
| Name of security holder |
Principal Amount of Notes Beneficially Owned and Offered(1) |
Number of shares of Common Stock Issuable Upon Conversion of the Notes that May Be Offered |
||
|---|---|---|---|---|
| UBS Securities LLC(2) | 8,793,000 | 588,554 | ||
| Xavex Convertible Arbitrage 5 Fund | 161,000 | 10,776 | ||
| Ramius Capital Group(3) | 645,000 | 43,173 | ||
| RCG Multi Strategy Master Fund, Ltd.(3) | 195,000 | 13,052 | ||
| Ramius Partners II, LP(3) | 129,000 | 8,635 | ||
| Ramius Master Fund, Ltd.(3) | 2,982,000 | 199,599 | ||
| Ramius, LP(3) | 135,000 | 9,036 | ||
| RCG Latitude Master Fund Ltd.(3) | 5,262,000 | 352,209 | ||
| Guggenheim Portfolio Co. XV, LLC | 483,000 | 32,329 | ||
| RCG Baldwin LP(3) | 413,000 | 27,644 | ||
| RCG Halifax Master Fund, Ltd.(3) | 552,000 | 36,948 | ||
| Bank Austria Cayman Islands Ltd. | 3,493,000 | 233,802 | ||
| The Detroit Medical Center Endowment/Funded Dep. Fund (and) The Detroit Medical Center Consolidated Pension Plan | 325,000 | 21,754 | ||
| Richmond Retirement System High Yield Fixed Income | 150,000 | 10,040 | ||
| Context Convertible Arbitrage Fund, LP | 2,800,000 | 187,417 | ||
| Context Convertible Arbitrage Offshore LTD | 7,690,000 | 514,726 | ||
| National Bank of Canada | 575,000 | 38,488 | ||
| Univest Convertible Arbitrage Fund II Ltd (Norshield)(3) | 275,000 | 18,407 | ||
| Quattro Fund Ltd. | 14,552,000 | 974,030 | ||
| Quattro Multistrategy Master Fund | 541,000 | 36,212 | ||
| Institutional Benchmark Monetary Fund | 1,307,000 | 87,484 | ||
| Wachovia Securities International Ltd. | 1,000,000 | 66,935 | ||
| Unidentified Securityholders | 26,855,000 | 1,797,550 |
- (1)
- The
number of securities beneficially owned is determined under the rules of the Securities and Exchange Commission 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 after the date the selling holder provided this information, 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 of capital stock listed as owned by the selling holders.
- (2)
- UBS
Securities LLC, a registered broker-dealer, acted as a dealer-manager in connection with the exchange of the old notes for the new notes. The securities to be sold by UBS
Securities LLC hereunder were not issued or sold as underwriting compensation.
- (3)
- The selling securityholder is the affiliate of a registered broker-dealer, however the selling securityholder purchased the securities in the ordinary course of business and, at the time of purchase, had no agreements or understandings, directly or indirectly, with any person to distribute the securities.
The selling holders identified above may have sold, transferred or otherwise disposed of all or a portion of their Notes since the date on which they provided the information about their Notes in transactions exempt from the registration requirements of the Securities Act.