<PAGE> 1
As filed with the Securities and Exchange Commission on August 3, 1999.
Registration No. 333-_____
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S E C U R I T I E S A N D E X C H A N G E C O M M I S S I O N
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
MILLENNIUM PHARMACEUTICALS, INC.
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(Exact name of Registrant as Specified in its Charter)
Delaware 04-3177038
- ------------------------------- -------------------
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
75 Sidney Street, Cambridge, Massachusetts 02139
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(Address of Principal Executive Offices) (Zip Code)
1997 EQUITY INCENTIVE PLAN
--------------------------
(Full title of the Plan)
John B. Douglas III
General Counsel
Millennium Pharmaceuticals, Inc.
75 Sidney Street
Cambridge, Massachusetts 02139
---------------------------------------
(Name and Address of Agent for Service)
(617) 679-7000
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(Telephone Number, Including Area Code, of Agent For Service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
================================================================================================
Title of Proposed Proposed
Securities Amount Maximum Maximum Amount of
to be to be Offering Price Aggregate Registration
Registered Registered Per Share (1) Offering Price (1) Fee
---------- ---------- --------------- ------------------ ------------
<S> <C> <C> <C> <C>
Common Stock, 2,000,000 shares $54.75 $109,500,000 $30,441
$.001 par value
per share
- ------------------------------------------------------------------------------------------------
</TABLE>
- --------------------------------
(1) Estimated solely for purposes of calculating the registration fee pursuant
to Rules 457(c) and 457(h) under the Securities Act of 1933, as amended, and
based upon the average of the high and low prices of the Common Stock on the
Nasdaq National Market on July 28, 1999.
<PAGE> 2
STATEMENT OF INCORPORATION BY REFERENCE
This Registration Statement on Form S-8 incorporates by reference the
Registration Statement on Form S-8, File No. 333-29319, filed by the Registrant
on June 16, 1997, relating to the 1997 Equity Incentive Plan of Millennium
Pharmaceuticals, Inc.
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<PAGE> 3
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Cambridge, Commonwealth of Massachusetts, on this 3rd
day of August, 1999.
MILLENNIUM PHARMACEUTICALS, INC.
By: /s/ Mark J. Levin
-------------------------------
Mark J. Levin
Chairman of the Board and
Chief Executive Officer
POWER OF ATTORNEY
We, the undersigned officers and directors of Millennium
Pharmaceuticals, Inc., hereby severally constitute Mark J. Levin, Kevin P. Starr
and John B. Douglas III, and each of them singly, our true and lawful attorneys
with full power to any of them, and to each of them singly, to sign for us and
in our names in the capacities indicated below, the Registration Statement on
Form S-8 filed herewith and any and all post-effective amendments to said
Registration Statement and generally to do all such things in our name and
behalf in our capacities as officers and directors to enable Millennium
Pharmaceuticals, Inc. to comply with the provisions of the Securities Act and
all requirements of the Securities and Exchange Commission, hereby ratifying and
confirming our signatures as they may be signed by our said attorneys, or any of
them, to said Registration Statement and all amendments thereto.
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<PAGE> 4
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities and on the
date indicated.
Signatures Capacity Date
- ---------- -------- ----
/s/ Mark J. Levin Chairman of the Board August 3, 1999
- ------------------------------ and Chief Executive Officer
Mark J. Levin (Principal Executive Officer)
/s/ Kevin P. Starr Chief Financial Officer July 28, 1999
- ------------------------------ (Principal Financial and
Kevin P. Starr Accounting Officer)
/s/ Joshua Boger Director August 3, 1999
- ------------------------------
Joshua Boger, Ph.D.
/s/ Eugene Cordes Director August 3, 1999
- ------------------------------
Eugene Cordes, Ph.D.
/s/ A. Grant Heidrich Director August 3, 1999
- ------------------------------
A. Grant Heidrich, III
/s/ William W. Helman Director August 3, 1999
- ------------------------------
William W. Helman
/s/ Raju S. Kucherlapati Director August 3, 1999
- ------------------------------
Raju S. Kucherlapati, Ph.D.
/s/ Eric S. Lander Director August 3, 1999
- ------------------------------
Eric S. Lander, Ph.D.
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<PAGE> 5
EXHIBIT INDEX
Exhibit
Number Description
- ------- -----------
5 Opinion of Hale and Dorr LLP.
23.1 Consent of Ernst & Young LLP.
23.2 Consent of Hale and Dorr LLP (included in Exhibit 5).
24 Power of Attorney (included in the signature pages of this
Registration Statement).
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<PAGE> 1
Exhibit 5
Hale and Dorr LLP
Counsellors At Law
60 State Street, Boston, Massachusetts 02109
617-526-6000 * FAX 617-526-5000
August 3, 1999
Millennium Pharmaceuticals, Inc.
75 Sidney Street
Cambridge, MA 02139
Re: Registration Statement on Form S-8
----------------------------------
Ladies and Gentlemen:
This opinion is furnished to you in connection with a Registration
Statement on Form S-8 (the "Registration Statement") filed with the Securities
and Exchange Commission (the "Commission") under the Securities Act of 1933, as
amended (the "Securities Act"), for the registration of 2,000,000 shares of
Common Stock, $.001 par value per share (the "Shares"), of Millennium
Pharmaceuticals, Inc., a Delaware corporation (the "Company"), issuable upon the
exercise of options granted under the Company's 1997 Equity Incentive Plan (the
"1997 Incentive Plan").
In this connection, we have examined signed copies of the Registration
Statement as filed with the Commission. We have also examined and relied upon
the 1997 Incentive Plan, minutes of meetings of the stockholders and the Board
of Directors of the Company as provided to us by the Company, record books of
the Company as provided to us by the Company, the Certificate of Incorporation
and By-Laws of the Company, each as restated and/or amended to date, and such
other documents as we have deemed necessary for purposes of rendering the
opinions hereinafter set forth.
In our examination of the foregoing documents, we have assumed the
genuineness of all signatures, the authenticity of all documents submitted to us
as originals, the conformity to original documents of all documents submitted to
us as copies, the authenticity of the originals of such latter documents and the
legal competence of all signatories to such documents.
We express no opinion herein as to the laws of any state or
jurisdiction other than the state laws of the Commonwealth of Massachusetts, the
Delaware General Corporation Law statute and the federal laws of the United
States of America. To the extent that any other laws govern the matters as to
which we are opining herein, we have assumed that such laws are identical to the
state laws of the Commonwealth of Massachusetts, and we are expressing no
opinion herein as to whether such assumption is reasonable or correct.
Based upon and subject to the foregoing, we are of the opinion that the
Shares have been duly authorized for issuance and, when such Shares are issued
and paid for in accordance with the terms of
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<PAGE> 2
Millennium Pharmaceuticals, Inc.
August 3, 1999
Page 2
the 1997 Incentive Plan as contemplated by the Registration Statement, such
Shares will be validly issued, fully paid and nonassessable.
Please note that we are opining only as to the matters expressly set
forth herein, and no opinion should be inferred as to any other matters. This
opinion is based upon currently existing statutes, rules, regulations and
judicial decisions, and we disclaim any obligation to advise you of any change
in any of these sources of law or subsequent legal or factual developments which
might affect any matters or opinions set forth herein.
We hereby consent to the filing of this opinion with the Commission as
an exhibit to the Registration Statement in accordance with the requirements of
Item 601(b)(5) of Regulation S-K under the Securities Act. In giving such
consent, we do not hereby admit that we are in the category of persons whose
consent is required under Section 7 of the Securities Act or the rules and
regulations of the Commission.
Very truly yours,
/S/ HALE AND DORR LLP
HALE AND DORR LLP
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<PAGE> 1
Exhibit 23.1
Consent of Independent Auditors
We consent to the incorporation by reference in the Registration Statement (Form
S-8) pertaining to the registration of 2,000,000 shares of common stock under
the 1997 Equity Incentive Plan of Millennium Pharmaceuticals, Inc. of our report
dated February 9, 1999, with respect to the consolidated financial statements of
Millennium Pharmaceuticals, Inc. incorporated by reference in its Annual Report
(Form 10-K) for the year ended December 31, 1998, and our report dated March 18,
1999 with respect to the related financial statement schedule included therein,
filed with the Securities and Exchange Commission.
Ernst & Young LLP
Boston, Massachusetts
July 29, 1999
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