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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):  June 13, 2005

 

 

VERTEX PHARMACEUTICALS INCORPORATED

(Exact name of registrant as specified in its charter)

 

 

MASSACHUSETTS
(State or other jurisdiction of incorporation)

000-19319
(Commission File Number)

04-3039129
(IRS Employer 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 8.01.  Other Events.

 

On June 13, 2005, Vertex Pharmaceuticals Incorporated issued a press release that announced the completion of its public offering of 11,750,000 shares of common stock.  A copy of that press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

 

Item 9.01. Financial Statements and Exhibits.

 

                (c)  Exhibits

 

Exhibit

 

Description of Document

 

 

 

99.1

 

Press Release of Vertex Pharmaceuticals Incorporated, dated June 13, 2005, titled “Vertex Pharmaceuticals Announces Completion of Common Stock Offering”.

 

 

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:  June 13, 2005

/s/ Kenneth S. Boger

 

Kenneth S. Boger
Senior Vice President and General Counsel

 

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Exhibit 99.1

 

FOR IMMEDIATE RELEASE

 

Vertex Pharmaceuticals Announces Completion
 of Common Stock Offering

 

Cambridge, MA, June 13, 2005 — Vertex Pharmaceuticals Incorporated (Nasdaq: VRTX) today announced the completion of its public offering of 11,750,000 shares of common stock.  The gross proceeds, before commissions and expenses, of the public offering are approximately $152.8 million.  In connection with the offering, the underwriters have been granted a 30-day option to purchase up to an additional 1,762,500 shares to cover over-allotments.

 

Merrill Lynch, Pierce, Fenner & Smith Incorporated acted as the sole book-running manager in this offering.  J.P. Morgan Securities Inc. and UBS Securities LLC acted as co-managers.

 

This press release does not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.  A shelf registration statement relating to the shares of common stock has previously been filed with, and declared effective by, the Securities and Exchange Commission.  This offering was made only by means of a prospectus, including a prospectus supplement, forming a part of the effective registration statement.  A copy of the prospectus can be obtained from Merrill Lynch’s prospectus department, at 4 World Financial Center, New York, NY 10080, 212-449-1000.

 

 

About Vertex

Vertex Pharmaceuticals Incorporated is a global biotechnology company committed to the discovery and development of breakthrough small molecule drugs for serious

 


 

diseases.  The Company’s strategy is to commercialize its products both independently and in collaboration with major pharmaceutical companies.  Vertex’s product pipeline is principally focused on viral diseases, inflammation, autoimmune diseases and cancer.  Vertex co-promotes the HIV protease inhibitor, Lexiva®, with GlaxoSmithKline.

 

Lexiva® is a registered trademark of the GlaxoSmithKline group of companies.

 

Vertex’s press releases are available at www.vrtx.com

 

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Vertex Contacts:

Lynne H. Brum, VP, Corporate Communications and Financial Planning, (617) 444-6614

Michael Partridge, Director, Corporate Communications, (617) 444-6108

Lora Pike, Manager, Investor Relations, (617) 444-6755

 

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