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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 EXCHANGE ACT OF 1934
October 5, 2000
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Date of report (Date of earliest event reported)
Millennium Pharmaceuticals, Inc.
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(Exact Name of Registrant as Specified in Charter)
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DELAWARE 0-28494 04-3177038
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
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75 Sidney Street, Cambridge, Massachusetts 02139
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(Address of Principal Executive Offices) (Zip Code)
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Registrant's telephone number, including area code: (617) 679-7000
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(Former Name or Former Address, if Changed Since Last Report)
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ITEM 5: OTHER EVENTS
On August 14, 2000, the Securities and Exchange Commission (the
"Commission") declared effective the Registration Statement on Form S-3 (No.
333-42770) (the "Registration Statement") of Millennium Pharmaceuticals, Inc.
(the "Company"), which permits the Company to issue up to an aggregate of
$1,000,000,000 of common stock, preferred stock, debt securities, and warrants.
(The prospectus dated August 14, 2000 included in the Registration Statement is
referred to as the "Prospectus").
On October 6, 2000, the Company issued a press release announcing
that it had entered into an agreement to sell 11 million shares of its common
stock at a price to the public of $64.00 per share (the "Offering Shares")
(plus up to an additional 1.65 million shares of its common stock to cover
underwriters' over-allotments, if any (the "Over-Allotment Shares")). A copy
of the press release is attached to this Current Report on Form 8-K as
Exhibit 99.1.
The Company filed with the Commission on October 6, 2000 the
Prospectus, together with a supplement to the Prospectus, dated October 5,
2000, relating to the issuance and sale of the Offering Shares plus any
Over-Allotment Shares (the "Prospectus Supplement"). In connection with the
filing of the Prospectus and Prospectus Supplement with the Commission, the
Company is filing the underwriting agreement relating thereto as part of this
Current Report on Form 8-K as Exhibit 1.1.
Item 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits.
Exhibit 1.1 - Underwriting Agreement
Exhibit 99.1 - Press Release
SIGNATURES
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: October 5, 2000 MILLENNIUM PHARMACEUTICALS, INC.
/s/ John B. Douglas III
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John B. Douglas III
Senior Vice President and General Counsel
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EXHIBIT INDEX
EXHIBIT NUMBER DESCRIPTION
1.1 Underwriting Agreement
99.1 Press Release dated October 6, 2000
3