-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, D9Q8LQbSqA7rOp58GIDm7TQ4PECNH5l+ySuV6ulavm+84yBycsYJaJ8+ftqo0vdI 1X2HpMeX5KboALl1WgCSbw== /in/edgar/work/20000914/0000912057-00-041300/0000912057-00-041300.txt : 20000922 0000912057-00-041300.hdr.sgml : 20000922 ACCESSION NUMBER: 0000912057-00-041300 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20000913 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20000914 FILER: COMPANY DATA: COMPANY CONFORMED NAME: VERTEX PHARMACEUTICALS INC / MA CENTRAL INDEX KEY: 0000875320 STANDARD INDUSTRIAL CLASSIFICATION: [2834 ] IRS NUMBER: 043039129 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-19319 FILM NUMBER: 722567 BUSINESS ADDRESS: STREET 1: 130 WAVERLY STREET CITY: CAMBRIDGE STATE: MA ZIP: 02139-4242 BUSINESS PHONE: 6165776000 8-K 1 a2025715z8-k.txt FORM 8-K 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): September 13, 2000 Vertex Pharmaceuticals Incorporated (Exact name of registrant as specified in its charter) Massachusetts 000-19319 04-3039129 - ----------------------- -------------------- ------------------- (State or other (Commission (IRS Employer jurisdiction of File Number) Identification No.) incorporation)
130 WAVERLY STREET CAMBRIDGE, MA 02139 --------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (617) 577-6000 - -------------------------------------------------------------------------------- Page 1 of 6 pages ITEM 5. OTHER EVENTS. On September 13, 2000, we publicly disseminated a press release announcing our sale of $300 million of Convertible Subordinated Notes due September 2007. The information contained in the press release is incorporated herein by reference and filed as Exhibit 99.1 hereto. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS. (c) Exhibits. 99.1 Press Release dated September 13, 2000, "Vertex Pharmaceuticals Raises $300 Million in Convertible Subordinated Debt Placement." Page 2 of 6 pages 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: September 13, 2000 By: /s/ Thomas G. Auchincloss, Jr. --------------------------------- Name: Thomas G. Auchincloss, Jr. Title: Vice President, Finance Page 3 of 6 pages EXHIBIT INDEX Exhibit Sequential Number Description Page Number - ------- ----------- ----------- 99.1 Press Release dated September 5 13, 2000, "Vertex Pharmaceuticals Raises $300 Million in Convertible Subordinated Debt Placement." Page 4 of 6 pages EX-99.1 2 a2025715zex-99_1.txt EXHIBIT 99.1 Exhibit 99.1 FOR IMMEDIATE RELEASE Vertex Pharmaceuticals Raises $300 Million in Convertible Subordinated Debt Placement Cambridge, MA, September 13, 2000 - Vertex Pharmaceuticals Incorporated (Nasdaq:VRTX) announced today the sale of $300 million of Convertible Subordinated Notes, due September 2007, through a Rule 144A offering to qualified institutional buyers. The initial purchasers have an option to purchase an additional $45 million of Notes to cover over-allotments, if any. The offering is expected to close on September 19, 2000. These Notes are convertible into Vertex Common Stock at a price equal to $92.26 per share, subject to adjustment in certain circumstances, which represents a 22.0% premium over today's closing bid of $75.625. The Notes bear an interest rate of 5.0% per annum, have a 7-year term, and can be redeemed by Vertex subject to specified conditions. Vertex expects to use the net proceeds of the sale to fund clinical trials, preclinical studies and research and development, to invest in technologies that support its chemogenomics approach, to potentially acquire technologies, resources and products that could broaden its drug discovery platform and pipeline, and for working capital and general corporate purposes. Vertex has agreed to file a registration statement for the resale of the Notes and the shares of Common Stock issuable upon conversion of the Notes within 90 days after the closing of the offering. This announcement is neither an offer to sell nor a solicitation of an offer to buy any of these securities. This summary of the terms and conditions of the Notes is not intended to be a complete summary of the terms and conditions of such securities. The Notes and the Common Stock issuable upon conversion of the Notes have Page 5 of 6 pages not been registered under the Securities Act of 1933 or any state securities laws, and are being offered only to qualified institutional buyers in reliance on Rule 144A under the Securities Act. Unless so registered, the Notes and Common Stock issued upon conversion of the Notes may not be offered or sold in the United States except pursuant to an exemption from the registration requirements of the Securities Act and applicable state securities laws. Vertex Pharmaceuticals Incorporated discovers, develops and markets small molecule drugs that address major unmet medical needs. Vertex has seven drug candidates in clinical development to treat viral diseases, inflammation, cancer, autoimmune diseases and neurological disorders. Vertex has created its pipeline using a proprietary, information-based approach to drug design that integrates multiple technologies in biology, chemistry and biophysics, aimed at increasing the speed and success rate of drug discovery. Vertex's first approved product is AgeneraseTM (amprenavir), an HIV protease inhibitor, which Vertex co-promotes with Glaxo Wellcome. The foregoing information regarding Vertex's sale of Convertible Subordinated Notes is forward looking. While management makes its best efforts to be accurate in making forward-looking statements, any such statements are subject to risks and uncertainties that could cause Vertex's actual results to vary materially. Risk factors include uncertainties relating to the ability of the Company to use effectively the proceeds from the sale of the Notes. Investors are directed to consider other risks and uncertainties discussed in Vertex documents filed with the Securities and Exchange Commission. Vertex's press releases are available at www.vpharm.com, or by fax-on-demand at (800) 758-5804 - Code: 938395. ### Vertex Contacts: Lynne Brum, Vice President, Corporate Communications, (617) 577-6614 Katie Burns, Manager, Investor Relations, (617) 577-6656 Page 6 of 6 pages -----END PRIVACY-ENHANCED MESSAGE-----