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As filed with the Securities and Exchange Commission on August 5, 2022

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
(Address of Principal Executive Offices)

AMENDED AND RESTATED
2013 STOCK AND OPTION PLAN

(Full Title of Plan)

Reshma Kewalramani
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, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer x
Accelerated filer o
Non-accelerated filer o
Smaller reporting company o
Emerging growth company o
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. o


Statement of Incorporation by Reference
This Registration Statement on Form S-8 is being filed to register the offer and sale of an additional 13,500,000 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 Statements on Form S-8 filed by the Registrant on May 21, 2013 (File No. 333-188737) and August 1, 2019 (File No. 333-232948) relating to the Registrant’s 2013 Plan, except for Item 8, Exhibits, which has been updated and included herein.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 8. Exhibits.

Exhibit
Number
Exhibit Description
Filed
with this Registration Statement
Incorporated
by Reference herein from—Form or Schedule
Filing Date
SEC File/
Reg. Number
4.1
10-Q
(Exhibit 3.1)
July 26, 2018
000-19319
4.2
10-Q
(Exhibit 3.2)
May 1, 2020
000-19319
4.3
10-K (Exhibit 4.1)
February 15, 2018
000-19319
5.1
X
23.1
X
23.2
X
24.1
X
99.1
DEF-14A (Appendix A)
April 7, 2022
000-19319
107X





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 5, 2022.

VERTEX PHARMACEUTICALS INCORPORATED
By:
/s/ Reshma Kewalramani
Reshma Kewalramani
Chief Executive Officer and President


POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints Reshma Kewalramani, Joy Liu, Omar White, and Sabrina Yohai 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, this Registration Statement has been signed by the following persons in the capacities and on the date indicated.


Signature
Title
Date
By:
/s/ Reshma Kewalramani
Chief Executive Officer, President and Director (Principal Executive Officer)
August 5, 2022
Reshma Kewalramani
By:
/s/ Charles F. Wagner, Jr.
Executive Vice President and Chief Financial Officer (Principal Financial Officer)
August 5, 2022
Charles F. Wagner. Jr.
By:
/s/ Kristen C. Ambrose
Senior Vice President and Chief Accounting Officer (Principal Accounting Officer)
August 5, 2022
Kristen C. Ambrose
By:
/s/ Jeffrey M. Leiden
Executive Chairman
August 5, 2022
Jeffrey M. Leiden
By:
/s/ Sangeeta N. Bhatia
Director
August 5, 2022
Sangeeta N. Bhatia
By:
/s/ Lloyd Carney
Director
August 5, 2022
Lloyd Carney
By:
/s/ Alan Garber
Director
August 5, 2022


Alan Garber
By:
/s/ Terrence C. Kearney
Director
August 5, 2022
Terrence C. Kearney
By:
/s/ Yuchun Lee
Director
August 5, 2022
Yuchun Lee
By:
/s/ Margaret G. McGlynn
Director
August 5, 2022
Margaret G. McGlynn
By:
/s/ Diana McKenzie
Director
August 5, 2022
Diana McKenzie
By /s/ Bruce I. Sachs
Director
August 5, 2022
Bruce I. Sachs
By:
/s/ Suketu Upadhyay
Director
August 5, 2022
Suketu Upadhyay



Document
Exhibit 5.1
https://cdn.kscope.io/ddc4e0f7d35469ec4cd3c2d75d461b73-ropesgrayheader.gif

August 5, 2022
Vertex Pharmaceuticals Incorporated
50 Northern Avenue
Boston, MA 02210

Ladies and Gentlemen:
This opinion letter is furnished to you in connection with the registration statement on Form S‑8 (the “Registration Statement”), filed by Vertex Pharmaceuticals Incorporated, a Massachusetts corporation (the “Company”), on the date hereof, with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), for the registration of 13,500,000 shares of common stock, $0.01 par value per share, of the Company (the “Shares”). The Shares are issuable pursuant to the Company’s Amended and Restated 2013 Stock and Option Plan (the “Plan”).
We are familiar with the actions taken by the Company in connection with the adoption of the Plan. We have examined such certificates, documents and records and have made such investigation of fact and such examination of law as we have deemed appropriate in order to enable us to render the opinions set forth herein. In conducting such investigation, we have relied, without independent verification, upon certificates of officers of the Company, public officials and other appropriate persons.
The opinions expressed below are limited to the Massachusetts Business Corporation Act.
Based upon and subject to the foregoing, we are of the opinion that the Shares have been duly authorized and, when the Shares have been issued and sold in accordance with the terms of the Plan, the Shares will be validly issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion letter as an exhibit to the Registration Statement. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations thereunder.
Very truly yours,
/s/ Ropes & Gray LLP
Ropes & Gray LLP

Document

Exhibit 23.1


Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the Amended and Restated 2013 Stock and Option Plan of Vertex Pharmaceuticals Incorporated of our reports dated February 9, 2022, 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, 2021, filed with the Securities and Exchange Commission.

/s/ Ernst & Young LLP
Boston, Massachusetts
August 5, 2022



Document
Exhibit 107
Calculation of Filing Fee Tables

Form S-8
(Form Type)

Vertex Pharmaceuticals Incorporated
(Exact Name of Registrant as Specified in its Charter)

Table 1: Newly Registered Securities

Security TypeSecurity Class TitleFee Calculation Rule
Amount Registered(1)
Proposed Maximum Offering Price Per Share(2)
Maximum Aggregate Offering Price(2)
Fee Rate
Amount of Registration Fee(2)
EquityCommon stock, $0.01 par value per share457(c) and 457(h)13,500,000$275.49$3,719,115,000$0.0000927$344,761.96
Total Offering Amounts

$3,719,115,000

$344,761.96
Total Fee Offsets



$—
Net Fee Due



$344,761.96
(1)Consists of 13,500,000 additional shares of common stock, par value $0.01 per share, 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 May 18, 2022 (the “Effective Date”). The maximum number of shares that may be issued under the 2013 Plan is subject to adjustment in accordance with certain anti-dilution and other provisions of the 2013 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 provisions, stock splits, or other similar transactions.
(2)
Pursuant to Rules 457(c) and 457(h) under the Securities Act, the registration fee was computed on the basis of the average of the high and low prices of the registrant’s common stock on the Nasdaq Global Select Market on August 3, 2022.