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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of Earliest Event Reported): APRIL 12, 2000
MILLENNIUM PHARMACEUTICALS, INC.
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(Exact Name of Registrant as Specified in its Charter)
DELAWARE
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(State or Other Jurisdiction of Incorporation)
0-28494 04-3177038
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(Commission File Number) (I.R.S. Employer Identification No.)
75 Sidney Street
CAMBRIDGE, MA 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 April 12, 2000, Millennium Pharmaceuticals, Inc. filed a Certificate
of Amendment of its Restated Certificate of Incorporation with the Secretary of
State of the State of Delaware. The amendment increases the number of shares of
Millennium's authorized common stock from 100,000,000 shares to 500,000,000
shares. A copy of the Certificate of Amendment is attached to this Current
Report on Form 8-K as Exhibit 3.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) EXHIBITS.
See Exhibit Index attached hereto.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: April 13, 2000 MILLENNIUM PHARMACEUTICALS, INC.
By: /s/ KEVIN P. STARR
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Kevin P. Starr
Chief Financial Officer
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EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
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3 Certificate of Amendment of Restated Certificate of Incorporation.
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Exhibit 3
CERTIFICATE OF AMENDMENT
OF
RESTATED CERTIFICATE OF INCORPORATION
OF
MILLENNIUM PHARMACEUTICALS, INC.
Pursuant to Section 242 of the General Corporation Law of the State of
Delaware, Millennium Pharmaceuticals, Inc., a corporation organized and existing
under the General Corporation Law of the State of Delaware (the "Corporation"),
does hereby certify:
FIRST: That the Board of Directors of the Corporation, at a meeting
duly called and held on January 31, 2000, duly adopted resolutions proposing and
declaring advisable the following amendment to the Restated Certificate of
Incorporation of the Corporation:
RESOLVED: That the Restated Certificate of Incorporation of the Corporation
be amended by deleting the first paragraph of Article FOURTH in its
entirety and inserting the following in lieu thereof:
"FOURTH. The total number of shares of all classes of stock which
the Corporation shall have authority to issue is 505,000,000 shares,
consisting of (i) 500,000,000 shares of Common Stock, $.001 par value
per share ("Common Stock"), and (ii) 5,000,000 shares of Preferred
Stock, $.001 par value per share ("Preferred Stock").
SECOND: That the stockholders of the Corporation, at the 2000
Annual Meeting of Stockholders held on April 12, 2000, duly approved said
proposed Certificate of Amendment of Restated Certificate of Incorporation in
accordance with Section 242 of the General Corporation Law of the State of
Delaware.
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IN WITNESS WHEREOF, the Corporation has caused this Certificate of
Amendment to be signed by its Chief Executive Officer on this 12th day of April,
2000.
MILLENNIUM PHARMACEUTICALS, INC.
By: /s/ MARK J. LEVIN
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Mark J. Levin
Chief Executive Officer
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