EX-3.2 3 a2050194zex-3_2.txt EX-3.2 EXHIBIT 3.2 FEDERAL IDENTIFICATION NO. 04-3039129 The Commonwealth of Massachusetts William Francis Galvin Secretary of the Commonwealth One Ashburton Place, Boston, Massachusetts 02108-1512 ARTICLES OF AMENDMENT (General laws, Chapter 156B, Section 72) We, Thomas G. Auchincloss, Jr. *<#>President/Vice President, ------------------------------------------------------------------- and Richard H. Aldrich , *Clerk/<#>Assistant Clerk, ------------------------------------------------------------------- of Vertex Pharmaceuticals Incorporated ------------------------------------------------------------------- (Exact name of corporation) Located at: 130 Waverly Street, Cambridge, Massachusetts 02139-4242 ------------------------------------------------------------------- (Street address of corporation in Massachusetts) certify that these Articles of Amendments affecting articles numbered: 3 --- (number those articles 1, 2, 3, 4, 5, and/or 6 being amended) of the Articles of Organization were duly adopted at a meeting held on May 8, 1997, by vote of: 18,591,245 shares of Common Stock of 24,680,649 shares outstanding. (type, class & series if any) shares of of shares outstanding and --------- -- ---------------------- (type, class & series if any) shares of of shares outstanding. --------- -- ------------------- (type, class & series if any) ** being at least a majority of each type, class or series outstanding and entitled to vote thereon:/ or 2** <#>being at least two thirds of each <#>type, class or series outstanding and entitled to vote thereon and of <#>each type, class or series of stock whose rights are adversely affected <#>thereby: (see page 2) *Delete the inapplicable words **Delete the inapplicable clause. (1)For amendments adopted pursuant to Chapter 156B, Section 70. (2)For amendments adopted pursuant to Chapter 156B, Section 71. Note: if the space provided under any article or item on this form is insufficient, additions shall be set forth on one side only of separate 8-1/2 x 11 sheets of paper with a left margin of at least 1 inch. Additions to more than one article may be made on a single sheet so long as each article requiring each addition is clearly indicated. To change the number of shares and the par value (if any) of any type, class or series of stock which the corporation is authorized to issue, fill in the following:
WITHOUT PAR VALUE STOCKS WITH PAR VALUE STOCKS TYPE NUMBER OF SHARES TYPE NUMBER OF SHARES PAR VALUE Common: Common: 50,000,000 $.01______ Preferred: Preferred: 1,000,000 $.01______ Change the total authorized to: WITHOUT PAR VALUE STOCKS WITH PAR VALUE STOCKS TYPE NUMBER OF SHARES TYPE NUMBER OF SHARES PAR VALUE Common: Common: 100,000,000 $.01______ Preferred: Preferred: 1,000,000 $.01______
VOTED: To increase the number of shares of Common Stock, $.01 par value per share that the Corporation shall have authority to issue from 50,000,000 shares to 100,000,000 shares; and that Article 3 of the Corporation's Restated Articles of Organization be, and hereby is, amended to read as follows: 3. The total number of shares and the par value, if any, of each class of stock which the Corporation shall be authorized to issue is as follows: 1,000,000 shares of Preferred Stock, $.01 par value per share and 100,000,000 shares of Common Stock, $.01 par value per share. The foregoing amendment(s) will become effective when these Articles of Amendment are filed in accordance with General Laws, Chapter 156B, Section 6 unless these articles specify, in accordance with the vote adopting the amendment, a later effective date not more than thirty days after such filing, in which event the amendment will become effective on such later date. Later effective date: _______________________ SIGNED UNDER THE PENALTIES OF PERJURY, this 30th day of May , 1997. /s/ Thomas G. Auchincloss, Jr. , *Vice President, ------------------------------------- Thomas G. Auchincloss, Jr. /s/ Richard H. Aldrich -----------------------------------, *Clerk/ Richard H. Aldrich THE COMMONWEALTH OF MASSACHUSETTS ARTICLES OF AMENDMENT (General Laws, Chapter 156B, Section 72) I hereby approve the within Articles of Amendment, and the filing fee in the amount of $50,000 having been paid, said article is deemed to have been filed with me this 4th day of June, 1997. Effective date: _________________________ /S/ William F. Galvin WILLIAM FRANCIS GALVIN Secretary of the Commonwealth TO BE FILLED IN BY CORPORATION Photocopy of document to be sent to: Sarah P. Cecil Vertex Pharmaceuticals Incorporated 130 Waverly Street Cambridge, MA 02139-4242