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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
AMENDMENT NO. 1
TO
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October 14, 1999
Millennium Pharmaceuticals, Inc.
(Exact name of registrant as specified in its charter)
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<S> <C> <C>
Delaware 000-28494 04-3177038
(State or other jurisdiction of (Commission File No.) (IRS Employer Identification
incorporation) Number)
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75 Sidney Street, Cambridge, Massachusetts 02139
(Address of principal executive offices) (Zip code)
(617) 679-7000
(Registrant's Telephone Number, including Area Code)
With a copy to:
David E. Redlick, Esq.
Jeffrey A. Stein, Esq.
Hale and Dorr LLP
60 State Street
Boston, Massachusetts 02109
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Item 5. Other Events
The sole purpose of this amendment is to amend and restate the
disclosure set forth in the second paragraph of Item 5 of the Current Report on
Form 8-K filed by Millennium Pharmaceuticals, Inc. ("Millennium") on October 21,
1999 as follows:
On October 14, 1999, Millennium also entered into a Share Exchange
Agreement with Eli Lilly and Company ("Lilly"). Lilly received an aggregate of
360,198 shares of Millennium Common Stock in exchange for the shares of Series B
Convertible Preferred Stock of Millennium BioTherapeutics, Inc. owned by it.
Millennium agreed to register the shares issued to Lilly on Form S-3. The number
of shares issued to Lilly will be adjusted, upward or downward, based on the
closing price of Millennium Common Stock over the five consecutive trading days
ending on the first trading day prior to the effectiveness of the Form S-3
resale Registration Statement.
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SIGNATURE
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Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Company has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
MILLENNIUM PHARMACEUTICALS,
INC.
(Registrant)
Dated: October 28, 1999 By /s/ John B. Douglas III
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Name: John B. Douglas III
Title: General Counsel
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