1 ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 --------------------------- FORM 10-Q/A QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For Quarter Ended: MARCH 31, 1996 Commission File Number 0-19319 VERTEX PHARMACEUTICALS INCORPORATED (Exact name of registrant as specified in its charter) Massachusetts 04-3039129 ------------- ---------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 130 WAVERLY STREET, CAMBRIDGE, MASSACHUSETTS 02139-4242 ------------------------------------------------------ (Address of principal executive offices, including zip code) (617) 577-6000 -------------- (Registrant's telephone number, including area code) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES X NO --- --- Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date. Common Stock, par value $.01 per share 17,368,453 - -------------------------------------- -------------------------- Class Outstanding at May 9, 1996 -1- 2 PART II. OTHER INFORMATION Item 6. Exhibits: 10.2 Research and Development Agreement, dated April 13, 1993, between the Registrant and Kissei Pharmaceutical Co., Ltd. (filed herewith with certain confidential information omitted). -9- 3 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this amendment to be signed on its behalf by the undersigned thereunto duly authorized. VERTEX PHARMACEUTICALS INCORPORATED Date: May 17, 1996 /s/ Thomas G. Auchincloss, Jr. ------------------------------ Thomas G. Auchincloss, Jr. Senior Director of Finance and Treasurer (Principal Financial Officer) /s/ Hans D. van Houte ------------------------------ Hans D. van Houte Controller (Principal Accounting Officer) -10-