<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
MILLENNIUM PHARMACEUTICALS, INC.
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(Name of Issuer)
COMMON STOCK
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(Title of Class of Securities)
005999021
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(CUSIP Number)
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
(Continued on following pages)
Page 1 of 17 Pages
Exhibit Index Contained on Page 14
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CUSIP NO. 005999021 13G Page 2 of 17 Pages
1 NAME OF REPORTING PERSON
SS OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Kleiner Perkins Caufield & Byers VI, L.P., a California Limited
Partnership ("KPCB VI") 94-3157816
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / / (b) /X/
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
California Limited Partnership
NUMBER OF 5 SOLE VOTING POWER
SHARES - 0 -
BENEFICIALLY
OWNED BY 6 SHARED VOTING POWER
EACH - 0 -
REPORTING
PERSON 7 SOLE DISPOSITIVE POWER
WITH - 0 -
8 SHARED DISPOSITIVE POWER
- 0 -
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
- 0 -
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES* / /
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
- 0 -%
12 TYPE OF REPORTING PERSON*
PN
* SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP NO. 005999021 13G Page 3 of 17 Pages
1 NAME OF REPORTING PERSON
SS OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
KPCB VI Associates, L.P., a California Limited Partnership
("KPCB VI Associates") 94-3158010
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / / (b) /X/
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
California Limited Partnership
NUMBER OF 5 SOLE VOTING POWER
SHARES - 0 -
BENEFICIALLY
OWNED BY 6 SHARED VOTING POWER
EACH - 0 -
REPORTING
PERSON 7 SOLE DISPOSITIVE POWER
WITH - 0 -
8 SHARED DISPOSITIVE POWER
- 0 -
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
- 0 -
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES* / /
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
-0-%
12 TYPE OF REPORTING PERSON*
PN
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP NO. 005999021 13G Page 4 of 17 Pages
1 NAME OF REPORTING PERSON
SS OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Brook H. Byers
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / / (b) /X/
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
5 SOLE VOTING POWER
NUMBER OF 62,421
SHARES
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY EACH 15,090 shares indirectly held through the Byers
REPORTING Trust. Mr. Byers disclaims beneficial ownership
PERSON of these shares.
WITH
7 SOLE DISPOSITIVE POWER
62,421
8 SHARED DISPOSITIVE POWER
15,090 shares indirectly held through the Byers
Trust. Mr. Byers disclaims beneficial ownership
of these shares.
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
77,511
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES* / /
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
.3%
12 TYPE OF REPORTING PERSON*
IN
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP NO. 005999021 13G Page 5 of 17 Pages
1 NAME OF REPORTING PERSON
SS OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Vinod Khosla
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / / (b) /X/
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
5 SOLE VOTING POWER
NUMBER OF -0-
SHARES
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY EACH -0-
REPORTING
PERSON 7 SOLE DISPOSITIVE POWER
WITH -0-
8 SHARED DISPOSITIVE POWER
-0-
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
-0-
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES* / /
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
-0-%
12 TYPE OF REPORTING PERSON*
IN
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP NO. 005999021 13G Page 6 of 17 Pages
1 NAME OF REPORTING PERSON
SS OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
E. Floyd Kvamme
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / / (b) /X/
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
5 SOLE VOTING POWER
NUMBER OF 39,088
SHARES
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY EACH -0-
REPORTING
PERSON 7 SOLE DISPOSITIVE POWER
WITH 39,088
8 SHARED DISPOSITIVE POWER
-0-
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
39,088
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES* / /
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
.1%
12 TYPE OF REPORTING PERSON*
IN
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP NO. 005999021 13G Page 7 of 17 Pages
1 NAME OF REPORTING PERSON
SS OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
L. John Doerr
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / / (b) /X/
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
5 SOLE VOTING POWER
NUMBER OF 67,298
SHARES
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY EACH 17,591 shares of which 2,501 shares are held
REPORTING directly by L.J. Doerr and A. Doerr Trustees,
PERSON Vallejo Trust and 15,090 shares indirectly held
WITH through the Doerr Trust atd 3/16/92. Mr. Doerr
disclaims beneficial ownership of these shares.
7 SOLE DISPOSITIVE POWER
67,298
8 SHARED DISPOSITIVE POWER
17,591 shares of which 2,501 shares are held
directly by L.J. Doerr and A. Doerr Trustees,
Vallejo Trust and 15,090 shares indirectly held
through the Doerr Trust atd 3/16/92. Mr. Doerr
disclaims beneficial ownership of these shares.
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
84,889
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES* / /
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
.3%
12 TYPE OF REPORTING PERSON*
IN
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP NO. 005999021 13G Page 8 of 17 Pages
1 NAME OF REPORTING PERSON
SS OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Joseph S. Lacob
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / / (b) /X/
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
5 SOLE VOTING POWER
NUMBER OF 53,857
SHARES
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY EACH -0-
REPORTING
PERSON 7 SOLE DISPOSITIVE POWER
WITH 53,857
8 SHARED DISPOSITIVE POWER
-0-
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
53,857
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES* / /
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
.2%
12 TYPE OF REPORTING PERSON*
IN
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP NO. 005999021 13G Page 9 of 17 Pages
1 NAME OF REPORTING PERSON
SS OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Bernard Lacroute
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / / (b) /X/
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
5 SOLE VOTING POWER
NUMBER OF 53,848
SHARES
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY EACH -0-
REPORTING
PERSON 7 SOLE DISPOSITIVE POWER
WITH 53,848
8 SHARED DISPOSITIVE POWER
-0-
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
53,848
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES* / /
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
.2%
12 TYPE OF REPORTING PERSON*
IN
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP NO. 005999021 13G Page 10 of 17 Pages
1 NAME OF REPORTING PERSON
SS OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
James P. Lally
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / / (b) /X/
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
5 SOLE VOTING POWER
NUMBER OF 76,932
SHARES
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY EACH -0-
REPORTING
PERSON 7 SOLE DISPOSITIVE POWER
WITH 76,932
8 SHARED DISPOSITIVE POWER
-0-
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
76,932
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES* / /
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
.3%
12 TYPE OF REPORTING PERSON*
IN
* SEE INSTRUCTIONS BEFORE FILLING OUT!
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Page 11 of 17
ITEM 1(A). NAME OF ISSUER.
Millennium Pharmaceuticals, Inc.
ITEM 1(B). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES.
640 Memorial Drive
Cambridge, MA 02139
ITEM 2(A)-(C). NAME, ADDRESS AND CITIZENSHIP OF PERSONS FILING.
This amended statement is being filed by KPCB VI Associates,
L.P., a California Limited Partnership ("KPCB VI Associates"), whose
principal business address is 2750 Sand Hill Road, Menlo Park, California
94025. The names, business addresses and citizenships of all the general
partners of KPCB VI Associates, are set forth on Exhibit B hereto.
KPCB VI Associates is general partner to Kleiner Perkins
Caufield & Byers VI, L.P., a California limited partnership ("KPCB VI").
ITEM 2(D) AND (E). TITLE OF CLASS OF SECURITIES AND CUSIP NUMBER.
Common Stock
CUSIP # 005999021
ITEM 3. NOT APPLICABLE.
ITEM 4. OWNERSHIP.
Please see Item 5.
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
This amended statement is being filed to report the fact that
as of the date hereof each reporting person has ceased to be
the beneficial owner of more than five percent of the Common
Stock of Millennium Pharmaceuticals, Inc.
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Page 12 of 17
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER
PERSON.
Not applicable - See Item 5.
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH
ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING
COMPANY.
Not applicable.
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.
Not applicable.
ITEM 9. NOTICE OF DISSOLUTION OF GROUP.
Not applicable.
ITEM 10. CERTIFICATION.
Not applicable.
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Page 13 of 17
SIGNATURES
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this amended statement is
true, complete and correct.
Dated: February 10, 1998
KPCB VI ASSOCIATES, L.P.,
A CALIFORNIA LIMITED PARTNERSHIP
By: /s/ Brook H. Byers
------------------------------------
A General Partner
BROOK H. BYERS
VINOD KHOSLA
E. FLOYD KVAMME
L. JOHN DOERR
JOSEPH S. LACOB
BERNARD LACROUTE
JAMES P. LALLY
By: /s/ Michael S. Curry
------------------------------------
Michael S. Curry
Attorney-in-Fact
KLEINER PERKINS CAUFIELD & BYERS
VI, L.P., A CALIFORNIA LIMITED
PARTNERSHIP
By KPCB VI Associates, L.P., a California
limited partnership, its General Partner
By: /s/ Brook H. Byers
------------------------------------
A General Partner
<PAGE>
Page 14 of 17
EXHIBIT INDEX
Found on
Sequentially
Exhibit Numbered Page
- ------- -------------
Exhibit A: Agreement of Joint Filing 15
Exhibit B: List of General Partners of KPCB VI Associates 16
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Page 15 of 17
EXHIBIT A
AGREEMENT OF JOINT FILING
The undersigned hereby agree that they are filing jointly pursuant to
Rule 13d-1 of the Act the amended statement dated February 10, 1998, containing
the information required by Schedule 13G, for the shares of Common Stock of
Millennium Pharmaceuticals, Inc. previously held by Kleiner Perkins Caufield &
Byers VI, L.P., a California limited partnership, and, with respect to the
general partners, such other holdings as are reported therein.
Date: February 10, 1998
KPCB VI ASSOCIATES, L.P.,
A CALIFORNIA LIMITED PARTNERSHIP
By: /s/ Brook H. Byers
--------------------------------
A General Partner
BROOK H. BYERS
VINOD KHOSLA
E. FLOYD KVAMME
L. JOHN DOERR
JOSEPH LACOB
BERNARD LACROUTE
JAMES P. LALLY
By: /s/ Michael S. Curry
--------------------------------
Michael S. Curry
Attorney-in-Fact
KLEINER PERKINS CAUFIELD & BYERS
VI, L.P., A CALIFORNIA LIMITED
PARTNERSHIP
By KPCB VI Associates, L.P., a California
limited partnership, its General Partner
By: /s/ Brook H. Byers
--------------------------------
A General Partner
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Page 16 of 17
EXHIBIT B
GENERAL PARTNERS OF
KPCB VI ASSOCIATES, A CALIFORNIA LIMITED PARTNERSHIP
Set forth below, with respect to each general partner of KPCB VI
Associates, is the following: (a) name; (b) business address and
(c) citizenship.
1. (a) Brook H. Byers
(b) c/o Kleiner Perkins Caufield & Byers
2750 Sand Hill Road
Menlo Park, CA 94025
(c) United States Citizen
2. (a) Vinod Khosla
(b) c/o Kleiner Perkins Caufield & Byers
2750 Sand Hill Road
Menlo Park, CA 94025
(c) United States Citizen
3. (a) E. Floyd Kvamme
(b) c/o Kleiner Perkins Caufield & Byers
2750 Sand Hill Road
Menlo Park, CA 94025
(c) United States Citizen
4. (a) L. John Doerr
(b) c/o Kleiner Perkins Caufield & Byers
2750 Sand Hill Road
Menlo Park, CA 94025
(c) United States Citizen
5. (a) Joseph Lacob
(b) c/o Kleiner Perkins Caufield & Byers
2750 Sand Hill Road
Menlo Park, CA 94025
(c) United States Citizen
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Page 17 of 17
6. (a) Bernard Lacroute
(b) c/o Kleiner Perkins Caufield & Byers
2750 Sand Hill Road
Menlo Park, CA 94025
(c) United States Citizen
7. (a) James P. Lally
(b) c/o Kleiner Perkins Caufield & Byers
2750 Sand Hill Road
Menlo Park, CA 94025
(c) United States Citizen
