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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 18, 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.
The purpose for filing this report is to update the description of the
securities of Millennium Pharmaceuticals, Inc. ("Millennium"). We anticipate
incorporating this description by reference into various of our registration
statements on Form S-3 or Form S-8. The following information constitutes the
"Description of Securities" of Millennium required by Regulation S-K Item 202:
DESCRIPTION OF SECURITIES
THE FOLLOWING DESCRIPTION OF OUR COMMON STOCK AND PREFERRED STOCK
SUMMARIZES THE MATERIAL TERMS AND PROVISIONS OF THESE TYPES OF SECURITIES. FOR
THE COMPLETE TERMS OF OUR COMMON STOCK AND PREFERRED STOCK, PLEASE REFER TO OUR
CHARTER AND BYLAWS. THE TERMS OF THESE SECURITIES MAY ALSO BE AFFECTED BY THE
DELAWARE GENERAL CORPORATION LAW. WHILE THE TERMS SUMMARIZED BELOW WILL APPLY
GENERALLY TO ANY FUTURE COMMON STOCK OR PREFERRED STOCK THAT WE MAY OFFER, THE
PARTICULAR TERMS OF ANY SERIES OF THESE SECURITIES WILL BE DESCRIBED IN MORE
DETAIL IN THE APPLICABLE PROSPECTUS AND MAY VARY FROM THE TERMS SUMMARIZED
BELOW.
On January 31, 2000, our board of directors voted to recommend to our
stockholders that our corporate charter be amended to increase the authorized
number of shares of common stock, $0.001 par value per share, from 100,000,000
shares to 500,000,000 shares. Our stockholders adopted this proposal at their
annual meeting held on April 12, 2000 and we amended our charter on that date.
On April 20, 2000, we had 91,348,788 shares of common stock issued and
outstanding. Our charter also authorizes us to issue 5,000,000 shares of
undesignated preferred stock, $0.001 par value per share, none of which are
issued and outstanding.
On February 28, 2000, our board of directors approved a two-for-one
split of our common stock in the form of a stock dividend. The record data for
this dividend was March 28, 2000 and the dividend distribution date was April
18, 2000.
COMMON STOCK
VOTING. Holders of common stock are entitled to one vote for each share
held on all matters submitted to a vote of stockholders and do not have
cumulative voting rights. Accordingly, holders of a majority of the shares of
common stock entitled to vote in any election of directors may elect all of the
directors standing for election.
DIVIDENDS. If our board of directors declares a dividend, holders of
common stock will receive payments on a ratable basis from our funds that are
legally available to pay dividends. However, this dividend right is subject to
any preferential dividend rights we may grant to the persons who hold preferred
stock, if any is outstanding.
LIQUIDATION. If we are dissolved, the holders of our common stock will
be entitled to share ratably in all the assets that remain after we pay our
liabilities and any amounts we may owe to the persons who hold preferred stock,
if any is outstanding.
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OTHER. Holders of our common stock do not have preemptive,
subscription, redemption or conversion rights. The outstanding shares of our
common stock are fully paid and nonassessable.
PREFERRED STOCK
Our board of directors is authorized, subject to any limitations
prescribed by law, without further stockholder approval, to issue from time to
time up to 5,000,000 shares of preferred stock, in one or more series. Each such
series of preferred stock will have such number of shares, designations,
preferences, voting powers, qualifications and special or relative rights or
privileges our board of directors determines, which may include, among others,
dividend rights, voting rights, redemption and sinking fund provisions,
liquidation preferences, conversion rights and preemptive rights.
Our stockholders have granted the board of directors authority to issue
the preferred stock and to determine its rights and preferences in order to
eliminate delays associated with a stockholder vote on specific issuances. The
rights of the holders of common stock will be subject to, and may be adversely
affected by, the rights of holders of any preferred stock that may be issued in
the future. The issuance of preferred stock, while providing desirable
flexibility in connection with possible acquisitions and other corporate
purposes, could have the effect of making it more difficult for a third party to
acquire, or of discouraging a third party from attempting to acquire, a majority
of our outstanding voting stock. We have no present plans to issue any shares of
preferred stock.
WARRANTS
As of April 20, 2000, we had outstanding warrants to purchase an
aggregate of 577,710 shares of common stock, at exercise prices ranging from
$1.50 per share to $18.88 per share. None of the warrants confer upon their
holders any rights as stockholders.
CONVERTIBLE SUBORDINATED NOTES
As of April 20, 2000, we had outstanding $400,000,000 principal amount
5.50% Convertible Subordinated Notes Due January 15, 2007.
INTEREST. We will pay interest on the notes on January 15 and July 15
of each year, commencing July 15, 2000.
MATURITY. The notes mature on January 15, 2007.
CONVERSION. The notes are convertible into shares of our common stock
at a conversion rate of 11.8848 shares of common stock per $1,000 principal
amount of notes, which is equivalent to a conversion price of approximately
$84.14 per share. The conversion rate is subject to adjustment as specified in
the indenture governing the notes. The notes may be converted at any time before
the close of business on the maturity date, unless we have previously redeemed
or repurchased the notes. Notes called for redemption or submitted for
repurchase may be converted up to and including, but not after, the business day
before the date fixed for redemption or repurchase.
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SUBORDINATION. The notes are subordinated to our present and future
senior debt. Senior debt is all amounts payable in connection with the
following, whether outstanding on the date of the indenture or arising later:
o all our indebtedness evidenced by a credit or loan agreement, note,
bond, debenture or other similar instrument;
o all our obligations for borrowed money;
o all our obligations as lessee under leases required to be capitalized
on the balance sheet of the lessee under generally accepted accounting
principles;
o all our obligations under interest rate and currency swaps, caps,
floors, collars, hedge agreements, forward contracts or similar
agreements or arrangements;
o all our obligations with respect to letters of credit, bankers'
acceptances and similar facilities, including related reimbursement
obligations;
o all our obligations issued or assumed as the deferred purchase price of
property or services, but excluding trade accounts payable and accrued
liabilities arising in the ordinary course of business;
o all our obligations of the type referred to above of another person and
all dividends of another person, the payment of which, in either case,
we have assumed or guaranteed, or for which we are responsible or
liable, directly or indirectly, jointly or severally, as obligor,
guarantor or otherwise, or which is secured by a lien on our property;
and
o renewals, extensions, modifications, replacements, restatements and
refundings of, or any indebtedness or obligation issued in exchange
for, any indebtedness or obligation described above.
Senior debt does not include any indebtedness or obligation if the
terms of the indebtedness or obligation, or the terms of the instrument under
which the indebtedness or obligation is issued, expressly provide that the
indebtedness or obligation is not superior in right of payment to the notes. In
addition, senior debt does not include any particular indebtedness or obligation
that we may owe to any of our direct or indirect subsidiaries. As of March 31,
2000, the aggregate amount of our outstanding senior debt was approximately
$50.729 million. The indenture governing the notes does not restrict our ability
to incur senior debt or the ability of our subsidiaries to incur indebtedness.
TRUSTEE. The trustee for the notes is State Street Bank and Trust
Company. If an event of default occurs, and is not cured, the trustee will be
required to use the degree of care of a prudent person in the conduct of its own
affairs in the exercise of its powers. Subject to these provisions, the trustee
will be under no obligation to exercise any of its rights or powers under the
indenture at the request of any holders of notes, unless they shall have offered
to the trustee reasonable security or indemnity.
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OPTIONAL REDEMPTION. On and after January 15, 2003, we may redeem the
notes, in whole or in part, at our option, at the redemption prices specified
below. The redemption price, expressed as a percentage of principal amount, is
as follows for the 12-month periods beginning on January 15 of the following
years:
REDEMPTION
YEAR PRICE
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2003..................... 103.1429%
2004..................... 102.3571%
2005..................... 101.5714%
2006..................... 100.7857%
and 100% of the principal amount on or after January 15, 2007. In each
case we will also pay accrued interest to the redemption date. The indenture
requires us to give notice of redemption not more than 60 and not less than 30
days before the redemption date.
REPURCHASE AT OPTION OF HOLDERS UPON A CHANGE IN CONTROL. Upon a
"change in control," as defined in the indenture , holders of the notes will
have the right to require us to repurchase the notes, in whole or in part, at
100% of their principal amount, plus accrued interest to the repurchase date. We
will pay the repurchase price in cash or, at our option, and subject to
conditions specified in the indenture, in shares of our common stock. If we pay
the repurchase price in common stock, we will value the common stock at 95% of
the average closing sales prices of the common stock for the five trading days
preceding and including the third trading day prior to the repurchase date. This
right is not available if the average closing sales price per share of our
common stock is equal to or greater than 105% of the conversion price of the
notes before a merger, consolidation or asset sale or after the later of an
acquisition of capital stock or its announcement.
EVENTS OF DEFAULT. The following will be events of default under the
indenture for the notes:
o if we fail to pay principal of or any premium on any note when due,
whether or not the subordination provisions of the indenture prohibit
the payment;
o if we fail to pay any interest on any note when due and that default
continues for 30 days, whether or not the subordination provisions of
the indenture prohibit the payment;
o if we fail to provide the notice that we are required to give in the
event of a "change in control," whether or not the subordination
provisions of the indenture prohibit the notice;
o if we fail to perform any other covenant in the indenture and that
failure continues for 60 days after written notice to us by the trustee
of the holders of at least 25% in aggregate principal amount of
outstanding notes;
o we fail to pay when due or accelerated any indebtedness for money
borrowed by us or any of our significant subsidiaries in excess of
$10,000,000, and any grace period has expired, if we
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do not discharge the indebtedness, or our lender does not annul the
acceleration, within 30 days after written notice to us by the trustee
of the holders of at least 25% in aggregate principal amount of the
outstanding notes; and
o events of bankruptcy, insolvency or reorganization with respect to us
or any of our significant subsidiaries specified in the indenture.
DELAWARE LAW AND CERTAIN CHARTER AND BY-LAW PROVISIONS
BUSINESS COMBINATIONS. We are subject to the provisions of Section 203
of the General Corporation Law of Delaware. Section 203 prohibits a
publicly-held Delaware corporation from engaging in a "business combination"
with an "interested stockholder" for a period of three years after the date of
the transaction in which the person became an interested stockholder, unless the
business combination is approved in a prescribed manner. A "business
combination" includes mergers, asset sales and other transactions resulting in a
financial benefit to the interested stockholder. Subject to certain exceptions,
an "interested stockholder" is a person who, together with affiliates and
associates, owns, or within three years did own, 15% or more of the
corporation's voting stock.
STAGGERED BOARD. Our charter provides for the division of the board of
directors into three classes as nearly equal in size as possible with staggered
three-year terms. In addition, our charter provides that directors may be
removed only for cause by the affirmative vote of the holders of two-thirds of
the shares of capital stock of the corporation entitled to vote. Under our
charter, any vacancy on the board of directors, however occurring, including a
vacancy resulting from an enlargement of the board, may only be filled by vote
of a majority of the directors then in office. The classification of the board
of directors and the limitations on the removal of directors and filling of
vacancies could have the effect of making it more difficult for a third party to
acquire, or of discouraging a third party from acquiring, control of Millennium.
SUPERMAJORITY VOTES REQUIRED. The Corporation Law of Delaware provides
generally that the affirmative vote of a majority of the shares entitled to vote
on any matter is required to amend a corporation's charter or bylaws, unless a
corporation's charter or bylaws, as the case may be, requires a greater
percentage. Our charter and the bylaws require the affirmative vote of the
holders of at least 75% of the shares of our common stock issued and outstanding
and entitled to vote to amend or repeal any of the provisions described in the
prior paragraph.
INDEMNIFICATION. Our charter contains provisions permitted under the
Corporation Law of Delaware relating to the liability of directors. The
provisions eliminate a director's liability for monetary damages for a breach of
fiduciary duty, except in circumstances involving wrongful acts, such as the
breach of a director's duty of loyalty or acts or omissions which involve
intentional misconduct or a knowing violation of law. The limitation of
liability described above does not alter the liability of our directors and
officers under federal securities laws. Furthermore, our charter contains
provisions to indemnify our directors and officers to the fullest extent
permitted by the Corporation Law of Delaware. These provisions do not limit or
eliminate the right of Millennium or any shareholder to seek non-monetary relief
such as an injunction or rescission in the event of a breach by a director or an
officer of his duty of care to Millennium.
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We believe that these provisions will assist us in attracting and retaining
qualified individuals to serve as directors.
STOCKHOLDER ACTION; SPECIAL MEETING OF STOCKHOLDERS. Our charter
provides that stockholders may take action only at a duly called annual or
special meeting of stockholders and may not take action by written consent. Our
charter further provides that special meetings of our stockholders may be called
only by the chairman of the board of directors, by a majority of the board of
directors or by our Chief Executive Officer, and in no event may the
stockholders call a special meeting.
ADVANCE NOTICE REQUIREMENTS FOR STOCKHOLDER PROPOSALS AND DIRECTOR
NOMINATIONS. Our bylaws provide that stockholders seeking to bring business
before an annual meeting of stockholders, or to nominate candidates for election
as directors at an annual meeting of stockholders, must meet certain procedural
requirements. The bylaws also include a similar requirement for making
nominations for directors. These provisions may preclude stockholders from
bringing matters before an annual meeting of stockholders or from making
nominations for directors at an annual or special meeting of stockholders.
TRANSFER AGENT AND REGISTRAR
The transfer agent and registrar for our common stock is Boston
EquiServe L.P., Canton, Massachusetts.
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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 25, 2000 MILLENNIUM PHARMACEUTICALS, INC.
By: /s/ John B. Douglas III
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John B. Douglas III
General Counsel
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