Filed Pursuant to Rule 424(b)(3)
Registration No. 333-120055
PROSPECTUS
SUPPLEMENT NO. 7 DATED DECEMBER 15, 2005
(TO PROSPECTUS DATED FEBRUARY 14, 2005)
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. 7 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") (Restricted CUSIP: 92352FAG5; Registered CUSIP: 92352FAK6) 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 |
||
|---|---|---|---|---|
| Amaranth LLC | 2,500,000 | 167,336 | ||
| Amaranth Helix Limited | 2,500,000 | 167,336 | ||
| Bank Austria Cayman Islands Ltd. | 3,493,000 | 233,802 | ||
| BP Amoco PLC Master Trust | 644,000 | 43,106 | ||
| Consolidated Pension Plan | 325,000 | 21,754 | ||
| Context Convertible Arbitrage Fund, LP | 2,800,000 | 187,417 | ||
| Context Convertible Arbitrage Offshore LTD | 7,690,000 | 514,726 | ||
| Clinton Multistrategy Master Fund, Ltd. | 4,000,000 | 267,738 | ||
| Delaware Street Capital Master Fund L.P. | 1,000,000 | 66,935 | ||
| Detroit Medical Center Endowment/Funded Dep. Fund (and) The Detroit Medical Center Guggenheim Portfolio Co. XV, LLC | 483,000 | 32,329 | ||
| Hotel Union & Hotel Industry of Hawaii Pension Plan | 179,000 | 11,981 | ||
| Institutional Benchmark Master Fund Ltd. | 736,000 | 49,264 | ||
| Institutional Benchmark Master Fund c/o Quattro Fund | 1,307,000 | 87,484 | ||
| National Bank of Canada | 575,000 | 38,488 | ||
| Quattro Fund Ltd. | 15,552,000 | 1,040,964 | ||
| Quattro Multistrategy Master Fund | 541,000 | 36,212 | ||
| QVT Fund LP(2) | 10,437,000 | 698,595 | ||
| Ramius, LP(3) | 135,000 | 9,036 | ||
| Ramius Capital Group(3) | 645,000 | 43,173 | ||
| Ramius Master Fund, Ltd.(3) | 2,982,000 | 199,599 | ||
| Ramius Partners II, LP(3) | 129,000 | 8,635 | ||
| RCG Multi Strategy Master Fund, Ltd.(3) | 195,000 | 13,052 | ||
| RCG Baldwin LP(3) | 413,000 | 27,644 | ||
| RCG Halifax Master Fund, Ltd.(3) | 552,000 | 36,948 | ||
| RCG Latitude Master Fund Ltd.(3) | 5,262,000 | 352,209 | ||
| Richmond Retirement System High Yield Fixed Income | 150,000 | 10,040 | ||
| Ritchie Capital Structure Arbitrage Trading, Ltd. | 2,500,000 | 167,336 | ||
| SSI Blended Market Neutral L.P. | 356,000 | 23,829 | ||
| SSI Hedged Convertible Market Neutral L.P. | 402,000 | 26,908 | ||
| Sphinx Convertible Arbitrage Fund SPC | 625,000 | 41,834 | ||
| Sphinx Convertible Arbitrage (Clinton) Segregated Portfolio | 1,100,000 | 73,628 | ||
| UBS Securities LLC(4) | 8,793,000 | 588,554 | ||
| Univest Convertible Arbitrage Fund II Ltd (Norshield)(3) | 275,000 | 18,407 | ||
| Viacom Inc. Pension Plan Master Trust | 58,000 | 3,882 | ||
| Wachovia Securities International Ltd. | 1,000,000 | 66,935 | ||
| Xavex Convertible Arbitrage 5 Fund | 161,000 | 10,776 |
- (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)
- Management
of QVT Fund LP is vested in its general partner, QVT Associates GP LLC. QVT Financial LP is the investment manager for QVT Fund LP
and shares voting and investment control over the Company securities held by QVT Fund LP. QVT Financial GP LLC is the general partner of QVT Financial LP and as such has
complete discretion in the management and control of the business affairs of QVT Financial LP. The managing members of QVT Financial GP LLC are Daniel Gold, Lars Bader,
Tracy Fu and Nicholas Brumm. Each of QVT Financial LP, QVT Financial GP LLC, Daniel Gold, Lars Bader, Tracy Fu and Nicholas Brumm disclaims beneficial ownership of
the Company's securities held by QVT Fund LP.
- (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.
- (4)
- 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.
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.