<PAGE> 1
FILED PURSUANT TO RULE 424(B)(3)
(REGISTRATION NO. 333-28239
PROSPECTUS SUPPLEMENT
(TO PROSPECTUS DATED JUNE 13, 1997)
MILLENNIUM PHARMACEUTICALS, INC.
5,301,571 Shares
Common Stock
($0.001 par value per share)
--------------------------
The information in this Prospectus Supplement concerning the Selling
Stockholders supplements the statements set forth under the caption "The Selling
Stockholders" in the Prospectus. Capitalized items used and not defined herein
shall have the meanings given to them in the Prospectus. The information set
forth under the caption "The Selling Stockholders" in the Prospectus is
supplemented as follows:
THE SELLING STOCKHOLDERS
The following table sets forth the name and the number of shares of Common
Stock beneficially owned by the Selling Stockholders as of the date of this
Prospectus, the number of the shares to be offered by the Selling Stockholders
or by their pledgees, donees, transferees or other successors in interest and
the number and percentage of shares to be owned beneficially by the Selling
Stockholders assuming that all of the shares offered hereby by the Selling
Stockholders or by their pledgees, donees, transferees or other successors in
interest are sold as described herein. The Selling Stockholders include former
officers and directors of ChemGenics, some of whom became employees of the
Company upon the acquisition of ChemGenics. Except as provided below, none of
the Selling Stockholders has had a material relationship with the Company within
the past three years.
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<TABLE>
<CAPTION>
Number of Number of
Shares of Shares of Percentage
Common Number of Common of Shares of
Stock Shares of Stock Common
Beneficially Common Beneficially Stock
Owned Stock Owned Owned
Name of Selling Prior to Offered After After
Stockholder Offering (1) Hereby Offering (1) Offering
----------- ------------ ------ ------------ --------
<S> <C> <C> <C> <C>
Michael I. Barach 1,696 1,696 0 0%
Jeff Becker (2) 42,732 14,244 28,488 *
Geoffrey L. Berger 390 390 0 0
Brian Berkowitz 5,935 5,935 0 0
Lauren Berkowitz 5,935 5,935 0 0
Barry A. Berkowitz 280,818 280,818 0 0
Neill H. Brownstein 6,783 6,783 0 0
Robert H. Buescher 2,249 2,249 0 0
William T. Burgin 10,175 10,175 0 0
The Chvisuk Family
Limited Partnership, A
Massachusetts Limited
Partnership (3) 950 950 0 0
Richard R. Davis 2,595 2,595 0 0
Richard Diamond (4) 4,036 1,187 2,849 *
Christopher Earl 1,644 1,644 0 0
Jack E. Edwards (5) 7,240 1,187 6,053 *
Julia Feldman 2,374 2,374 0 0
Gerald Fink (6) 66,946 18,992 47,954 *
Jennifer Fink 2,374 2,374 0 0
Christopher Gabrieli 23,985 23,985 0 0
Rex T. Gallagher, Ph.D. 2,374 2,374 0 0
Barbara M. Henagan 2,113 2,113 0 0
G. Felda Hardymon 7,780 7,780 0 0
</TABLE>
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<TABLE>
<S> <C> <C> <C> <C>
Weidong Jiang 1,496 1,496 0 0
Yigal Koltin (7) 53,652 14,244 39,408 *
Robert D. Lindsay 1,556 1,556 0 0
David Q. Liu 357 357 0 0
Daniel S. Martin 1,357 1,357 0 0
Michael S. Mathews 1,357 1,357 0 0
R.W. Morgan (8) 15,824 1,221 14,603 *
N. Ron Morris (9) 4,629 1,187 3,442 *
Koji Nakanishi (10) 4,154 1,187 2,967 *
Spencer Olson 48 48 0 0
Barbara Perlo 48 48 0 0
Scott Reeves 48 48 0 0
Phillips Robbins (11) 14,244 4,748 9,496 *
Robert Morgan CPA Profit
Sharing Plan 2,849 2,849 0 0
David Rothstein (12) 4,370 2,707 1,663 *
Thomas F. Ruhm 584 584 0 0
J. Robert Scott, Inc. 3,168 3,168 0 0
Alexander Slutsky, Ph.D. 475 475 0 0
Gary Takata 4,070 4,070 0 0
Bill Timberlake (13) 90,686 4,748 85,938 *
Jerry Weisbach, Ph.D. (14) 21,366 7,122 14,244 *
Ward W. Woods, Jr. 3,891 3,891 0 0
American Home Products
Corporation (15) 197,834 197,834 0 0
Bessemer Venture Partners
III L.P. (16) 701,254 701,254 0 0
Brimstone Island Co. L.P. 10,175 10,175 0 0
Comdisco, Inc. (17) 244,525 36,421 208,104 *
</TABLE>
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<TABLE>
<S> <C> <C> <C> <C>
Gilde Investment Fund B.V. 3,538 3,538 0 0
Morgan Holland Fund II,
L.P. (18) 350,227 350,227 0 0
The Nature Conservancy 1,400 1,400 0 0
Pfizer, Inc. (19) 640,980 640,980 0 0
PerSeptive Biosystems, Inc.
(20) 1,612,582 1,612,582 0 0
Technology Leaders L.P. 361,795 361,795 0 0
Technology Leaders
Offshore C.V. 413,092 413,092 0 0
Hoffmann La-Roche Ltd. 2,271,645 500,000 1,771,645 6.2
(21)
Imperial Bancorp 17,883 17,883 0 0%
</TABLE>
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(1) The number of shares beneficially owned is determined under rules
promulgated by the Securities and Exchange Commission, and the
information is not necessarily indicative of beneficial ownership for
any other purpose. Under such rules, beneficial ownership includes any
shares as to which the individual has sole or shared voting power or
investment power and also any shares which the individual has the right
to acquire within 60 days after May 31, 1997 through the exercise of
any stock option or other right. The inclusion herein of such shares,
however, does not constitute an admission that such Selling Stockholder
is a direct or indirect beneficial owner of such shares. The Selling
Stockholders have sole voting power and investment power with respect
to all shares of capital stock listed as owned by the Selling
Stockholders.
(2) Includes 28,488 shares of Common Stock which Mr. Becker has the right
to acquire within 60 days of May 31, 1997 upon exercise of stock
options.
(3) Subsequent to the date of this Prospectus, the Shares held by the
Chvisuk Family Limited Partnership, a Massachusetts Limited
Partnership, may be distributed to Gregory S. Chvisuk, the general and
a limited partner, Theresa A. Chvisuk, a limited partner and L. Michael
Bogert as custodian for Katherine Patricia Bogert under the
Massachusetts Uniform Transfers to Minors Act.
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(4) Includes 2,849 shares of Common Stock which Mr. Diamond has the right
to acquire within 60 days of May 31, 1997 upon exercise of stock
options.
(5) Includes 6,053 shares of Common Stock which Mr. Edwards has the right
to acquire within 60 days of May 31, 1997 upon exercise of stock
options.
(6) Includes 47,954 shares of Common Stock which Dr. Fink has the right to
acquire within 60 days of May 31, 1997 upon exercise of stock options.
(7) Includes 39,408 shares of Common Stock which Dr. Koltin has the right
to acquire within 60 days of May 31, 1997 upon exercise of stock
options.
(8) Includes 14,603 shares of Common Stock which Mr. Morgan has the right
to acquire within 60 days of May 31, 1997 upon exercise of stock
options. Subsequent to the date of this Prospectus, Mr. Morgan may
transfer the 1,221 shares of Common Stock being registered hereunder to
the Robert Morgan CPA Profit Sharing Plan (the "Plan"), in which event
the Plan shall be deemed the Selling Stockholder with respect to such
shares.
(9) Includes 3,442 shares of Common Stock which Mr. Morris has the right to
acquire within 60 days of May 31, 1997 upon exercise of stock options.
(10) Includes 2,967 shares of Common Stock which Mr. Nakanishi has the right
to acquire within 60 days of May 31, 1997 upon exercise of stock
options.
(11) Includes 9,496 shares of Common Stock which Mr. Robbins has the right
to acquire within 60 days of May 31, 1997 upon exercise of stock
options.
(12) Includes 1,663 shares of Common Stock which Mr. Rothstein has the right
to acquire within 60 days of May 31, 1997 upon exercise of stock
options.
(13) Includes 85,938 shares of Common Stock which Mr. Timberlake has the
right to acquire within 60 days of May 31, 1997 upon exercise of stock
options.
(14) Includes 14,244 shares of Common Stock which Dr. Weisbach has the right
to acquire within 60 days of May 31, 1997 upon exercise of stock
options.
(15) American Home Products Corporation and the Company are parties to two
strategic alliance agreements in certain of the Company's disease
research programs.
(16) Subsequent to the date of this Prospectus, the Shares held by Bessemer
Venture Partners III L.P. may be distributed to Deer III and Co. LLC
and Bessemer Ventures, Inc., the General Partners of Bessemer Venture
Partners III L.P.
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(17) Includes 208,104 shares of Common Stock which CDC Realty, Inc., a
wholly-owned subsidiary of Comdisco Inc. ("Comdisco"), has the right to
acquire within 60 days of May 31, 1997 upon exercise of outstanding
warrants. Comdisco and the Company are parties to an equipment lease
financing agreement.
(18) Subsequent to the date of this Prospectus, the Shares held by Morgan
Holland Fund II, L.P. may be distributed to the following limited and
general partners of Morgan Holland Fund II, L.P.: Abbott Capital
Management, LP, as Investment Manager for Utah State Retirement
Systems; Center Corp.; Co-operative Insurance Society Limited; Colorado
Public Employees Retirement Association; Delaware State Employees
Pension Fund; FMC Corporation; HLM Partners III, LP; Honeywell, Inc.;
Howard Hughes Medical Institute; John Hancock Venture Capital Fund;
Kansas Public Employees Retirement Association; Metropolitan Life
Insurance Co.; Michigan Dept. of Treasury; Morgan, Holland Partners II,
L.P.; PACUS (UK) Ltd; Pension Reserves Investment Trust Capital Fund,
MA; Testa, Hurwitz & Thibeault; Travelers Indemnity Co.; Travelers
Insurance Co.; Travelers Life & Annuity Co.; University of Notre Dame;
YMCA Retirement Fund; Daniel J. Holland; Delaware State Employees
Pension Fund; Edwin M. Kania, Jr.; Foster L. Aborn; James F. Morgan;
John A. Delahanty; Joseph T. McCullen, Jr.; Richard J. Testa; Robert C.
Seamans, Jr.; Robert G. Stone, Jr.; and Stephen J. Ricci.
(19) Pfizer, Inc. and the Company are parties to a strategic alliance
agreement in one of the Company's disease research programs.
(20) PerSeptive Biosystems Inc. ("PBIO") and the Company, as successor to
ChemGenics, are parties to certain agreements pursuant to which a
substantial equity interest in ChemGenics was exchanged for certain
present and future rights to PBIO's patents, technology and prototype
equipment.
(21) Michael Steinmetz, Vice President, Preclinical Research and Development
of Hoffmann La-Roche, Inc. an affiliate of Hoffmann La-Roche Ltd.,
served as a director of the Company from 1994 until May 1997.
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The date of this Prospectus Supplement is
December 11, 1998
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