UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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): November 10, 2009
(Exact name of registrant as specified in its charter)
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MASSACHUSETTS |
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000-19319 |
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04-3039129 |
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(State or other jurisdiction of |
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(Commission File Number) |
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(IRS Employer Identification No.) |
130 Waverly Street
Cambridge, Massachusetts 02139
(Address of principal executive offices) (Zip Code)
(617) 444-6100
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 3.02 Unregistered Sales of Equity Securities
On November 10, 2009 and November 13, 2009, we entered into agreements to exchange $111.9 million in aggregate principal amount of our convertible senior subordinated notes due February 2013 for an aggregate of 5.0 million shares of our common stock, which is approximately 144,000 shares more than the number of shares into which the notes were convertible under their original terms. We completed the exchanges of $108.9 million in aggregate principal amount on November 13, 2009 and expect to complete the remaining exchanges by November 17, 2009. The exchanges are exempt from registration under Section 3(a)(9) of the Securities Act of 1933, as amended.
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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.
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VERTEX PHARMACEUTICALS INCORPORATED |
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(Registrant) |
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Date: November 16, 2009 |
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/s/ Kenneth S. Boger |
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Kenneth S. Boger |
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Senior Vice President and General Counsel |
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