S-8 1 s-8x2013plan.htm S-8 Document


As filed with the Securities and Exchange Commission on August 1, 2019

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)

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, 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

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(2)
 
Amount of
Registration Fee
 
Common Stock, $0.01 par value
 
5,000,000
 
 
$166.39
 
$831,950,000
 
 
$100,832.34
 

(1)
Consists of 5,000,000 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 June 5, 2019 (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)
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, 2019.





Statement of Incorporation by Reference
This Registration Statement on Form S-8 is being filed to register the offer and sale of an additional 5,000,000 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 Statement on Form S-8 filed by the Registrant on May 21, 2013 (File No. 333-188737), 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)
 
July 26, 2018
 
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 26, 2019
 
000-19319
 






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 1, 2019.

 
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, Michael J. Parini, 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/ Jeffrey M. Leiden
 
Chairman, Chief Executive Officer and President (Principal Executive Officer)
 
August 1, 2019
Jeffrey M. Leiden



 
 
 
 
 
 
By:
/s/ Charles F. Wagner, Jr.
 
Executive Vice President and Chief Financial Officer (Principal Financial Officer)
 
August 1, 2019
Charles F. Wagner. Jr.
 
 
 
 
 
 
By:
/s/ Paul M. Silva
 
Senior Vice President and Corporate Controller (Principal Accounting Officer)
 
August 1, 2019
Paul M. Silva
 
 
 
 
 
 
By:
/s/ Sangeeta N. Bhatia
 
Director
 
August 1, 2019
Sangeeta N. Bhatia
 
 
 
 
 
 
By:
/s/ Lloyd Carney
 
Director
 
August 1, 2019
Lloyd Carney
 
 
 
 
 
 
By:
/s/ Alan Garber
 
Director
 
August 1, 2019
Alan Garber
 
 
 
 
 
 
By:
/s/ Terrence C. Kearney
 
Director
 
August 1, 2019


 
Terrence C. Kearney
 
 
 
 
 
 
By:
/s/ Yuchun Lee
 
Director
 
August 1, 2019
 
Yuchun Lee
 
 
 
 
 
 
By:
/s/ Margaret G. McGlynn
 
Director
 
August 1, 2019
Margaret G. McGlynn
 
 
 
 
 
 
By:
/s/ Bruce I. Sachs
 
Director
 
August 1, 2019
 
Bruce I. Sachs
 
 
 
 
 
 
By:
/s/ William D. Young
 
Director
 
August 1, 2019
 
William D. Young