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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 10, 2000
Millennium Pharmaceuticals, Inc.
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(Exact Name of Registrant as Specified in Charter)
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<S> <C> <C>
Delaware 0-28494 04-3177038
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(State or Other Jurisdiction of Incorporation) (Commission (IRS Employer
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 10, 2000, Millennium Pharmaceuticals Inc., a Delaware corporation
("Millennium"), issued a press release announcing that it intends to offer,
subject to market and other conditions, $250 million (plus an additional amount
to cover over-allotments, if any) of Convertible Subordinated Notes, due January
15, 2007, through a Rule 144A offering to qualified institutional buyers.
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 11, 2000
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
99.1 Press Release issued by Millennium on January 10, 2000
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EXHIBIT 99.1
MILLENNIUM ANNOUNCES PRIVATE OFFERING OF CONVERTIBLE SUBORDINATED NOTES
CAMBRIDGE, Mass., January 10, 2000 -- Millennium Pharmaceuticals, Inc. (Nasdaq:
MLNM) today announced that it intends to offer, subject to market and other
conditions, $250 million (plus an additional amount to cover over-allotments, if
any) of Convertible Subordinated Notes, due January 15, 2007, through a Rule
144A offering to qualified institutional buyers. The notes would be convertible
into Millennium Common Stock. The offering is expected to close in January 2000.
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 would be used for working capital and
other general corporate purposes, including financing the company's growth,
developing products and technologies, conducting preclinical 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 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.
