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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities and Exchange Act of 1934
Date of Report (Date of earliest event reported): January 14, 2000
Millennium Pharmaceuticals, Inc.
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(Exact Name of Registrant as Specified in Charter)
Delaware 0-28494 04-3177038
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
75 Sidney Street, Cambridge, Massachusetts 02139
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(Address of Principal Executive Offices) (Zip Code)
(617) 679-7000
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(Registrant's telephone number, including area code)
Not applicable
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(Former Name or Former Address, if Changed Since Last Report)
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ITEM 5. OTHER EVENTS
On January 14, 2000, Millennium Pharmaceuticals Inc., a Delaware corporation
("Millennium"), issued a press release announcing the sale of $350 million of
Convertible Subordinated Notes, with an additional $50 million over-allotment
option, due January 15, 2007, through a Rule 144A offering to qualified
institutional buyers. The Notes are convertible into Millennium common stock at
a price equal to $168.28 per share, subject to adjustment in certain
circumstances. The Notes bear an interest rate of 5.5 percent per annum, have a
seven-year term, and can be redeemed by Millennium at any time after January 15,
2003. Pursuant to a registration rights agreement, Millennium has agreed to file
a registration statement for the resale of the Notes and the common stock
issuable upon conversion of the Notes within 90 days after the closing of the
offering. A copy of the press release is attached.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION
AND EXHIBITS
(a) FINANCIAL STATEMENTS OF BUSINESS ACQUIRED.
None.
(b) PRO FORMA FINANCIAL INFORMATION.
None.
(c) EXHIBITS
See Exhibit Index attached hereto.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
MILLENNIUM PHARMACEUTICALS, INC.
By: /s/ Kevin P. Starr
Kevin P. Starr
Chief Financial Officer
Date: January 19, 2000
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
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99.1 Press Release issued by Millennium on January 14, 2000
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EXHIBIT 99.1
MILLENNIUM RAISES $350 MILLION IN CONVERTIBLE
SUBORDINATED DEBT PLACEMENT
CAMBRIDGE, Mass., January 14, 2000 -- Millennium Pharmaceuticals, Inc. (Nasdaq:
MLNM) today announced the sale of $350 million of Convertible Subordinated
Notes, with an additional $50 million over-allotment option, due January 15,
2007, through a Rule 144A offering to qualified institutional buyers. The
offering is expected to close on January 20, 2000. These Notes are convertible
into Millennium common stock at a price equal to $168.28 per share, subject to
adjustment in certain circumstances, which represents a 25 percent premium over
yesterday's closing price of $134.625. The Notes bear an interest rate of 5.5
percent per annum, have a seven-year term, and can be redeemed by Millennium at
any time after January 15, 2003. Pursuant to a registration rights agreement,
Millennium has agreed to file a registration statement for the resale of the
Notes and the common stock issuable upon conversion of the Notes within 90 days
after the closing of the offering.
The proceeds of the anticipated offering will be used for working capital and
other general corporate purposes, including financing the Company's growth,
developing products and technologies, conducting preclinical testing and
clinical trials, and capital expenditures made in the ordinary course of
business. The Company may also use a portion of the net proceeds to fund
acquisitions of complementary businesses, products, or technologies.
This announcement is neither an offer to sell nor a solicitation of an offer to
buy any of these securities.
The Notes and the common stock issuable upon conversion of the Notes have not
been registered under the Securities Act of 1933, as amended (the "Securities
Act"), or any state securities laws, and are being offered only to qualified
institutional buyers in reliance on Rule 144A under the Securities Act. Unless
so registered, the Notes and the common stock issuable upon conversion of the
Notes may not be offered or sold in the United States except pursuant to an
exemption from the registration requirements of the Securities Act and
applicable state securities laws.
Millennium, a leading drug discovery and development company, employs
large-scale genetics, genomics, high throughput screening and informatics in an
integrated science and technology platform. The Company is applying this
platform to integrate the initial discovery of disease-related genes, the
development of drugs specific for these diseases and the management of patients
affected by these diseases. Headquartered in Cambridge, Massachusetts,
Millennium and its affiliates currently employ more than 1,000 people.
THIS PRESS RELEASE CONTAINS FORWARD-LOOKING STATEMENTS THAT INVOLVE A NUMBER OF
RISKS AND UNCERTAINTIES. AMONG THE FACTORS THAT COULD CAUSE ACTUAL RESULTS TO
DIFFER MATERIALLY FROM THOSE INDICATED IN SUCH FORWARD LOOKING STATEMENTS
INCLUDE UNCERTAINTIES RELATING TO THE ABILITY OF THE COMPANY TO COMPLETE THE
SALE OF THE NOTES, THE ABILITY OF THE COMPANY TO EFFECTIVELY USE THE PROCEEDS
FROM THE SALE OF THE NOTES, UNANTICIPATED DIFFICULTIES AND DELAYS RELATING TO
GENE IDENTIFICATION, DRUG DISCOVERY AND CLINICAL DEVELOPMENT PROCESSES;
MILLENNIUM'S ABILITY TO SUCCESSFULLY
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INTEGRATE THE OPERATIONS OF LEUKOSITE, INC.; CHANGES IN RELATIONSHIPS WITH
STRATEGIC PARTNERS AND DEPENDENCE UPON STRATEGIC PARTNERS FOR THE PERFORMANCE
OF CRITICAL ACTIVITIES UNDER COLLABORATIVE AGREEMENTS; THE IMPACT OF
COMPETITIVE PRODUCTS AND TECHNOLOGICAL CHANGES; UNCERTAINTIES RELATING TO
PATENT PROTECTION AND REGULATORY APPROVAL; AND UNCERTAINTIES RELATING TO THE
ABILITY OF MILLENNIUM AND ITS AFFILIATES TO OBTAIN SUBSTANTIAL ADDITIONAL
FUNDS REQUIRED FOR PROGRESS IN DRUG DISCOVERY AND DEVELOPMENT. THE FACTORS
THAT COULD AFFECT THE PERFORMANCE OF MILLENNIUM ARE MORE FULLY DESCRIBED IN
FILINGS BY MILLENNIUM WITH THE SECURITIES AND EXCHANGE COMMISSION INCLUDING
BUT NOT LIMITED TO THE FACTORS SET FORTH UNDER THE HEADING "RISK FACTORS" IN
THE REGISTRATION STATEMENT ON FORM S-4 FILED BY MILLENNIUM WITH THE
SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 5, 1999.
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