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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
| Millennium Pharmaceuticals, Inc. (Name of Issuer) |
Common Stock, par value $0.001 per share (Title of Class of Securities) |
599902103 (CUSIP Number) |
Jose M. de Lasa, 100 Abbott Park Road Abbott Park, Illinois 60064-6049; Phone 847-937-8905 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
March 7, 2003 (Date of Event which Requires Filing of this Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box o.
NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.
* 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 in 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).
Page 1 of 8 Pages
| CUSIP No. 599902103 | 13D | Page 2 of 8 Pages |
| (1) | Names of Reporting Persons. S.S. or I.R.S. Identification Nos. of Above Persons (entities only) Abbott Laboratories IRS Identification No. 36-0698440 |
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| (2) | Check the Appropriate Box if a Member of a Group (See Instructions) | (a) o | ||||||
| (b) o | ||||||||
| (3) | SEC Use Only |
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| (4) | Source of Funds (See Instructions) WC (see Item 3 below) |
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| (5) | Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) | |||||||
| o | ||||||||
| (6) | Citizenship or Place of Organization Illinois |
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| NUMBER OF SHARES |
(7) | Sole Voting Power 15,507,914 |
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| BENEFICIALLY | ||||||||
| OWNED BY EACH REPORTING |
(8) | Shared Voting Power 0 |
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| PERSON WITH | ||||||||
| (9) | Sole Dispositive Power 15,507,914 |
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| (10) | Shared Dispositive Power 0 |
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| (11) | Aggregate Amount Beneficially Owned by Each Reporting Person 15,507,914 |
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| (12) | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) | |||||||
| o | ||||||||
| (13) | Percent of Class Represented by Amount in Row (11) 5.30% (see Item 5 below) |
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| (14) | Type of Reporting Person* CO |
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| *SEE INSTRUCTION BEFORE FILLING OUT! | ||||||||
Page 3 of 8 Pages
Item 1. Security and Issuer
This statement relates to shares of the common stock, par value $0.001 per share (the "Common Stock"), of Millennium Pharmaceuticals, Inc., a Delaware corporation (the "Issuer"), whose principal executive offices are located at 75 Sidney Street, Cambridge, Massachusetts 02139.
Item 2. Identity and Background
(a)—(c), and (f) The person filing this statement is Abbott Laboratories ("Abbott"), an Illinois corporation. Abbott's principal business is the discovery, development, manufacture, and sale of a broad and diversified line of health care products. Abbott's principal office is located at 100 Abbott Park Road, Abbott Park, Illinois 60064-6049.
The names, citizenship, business addresses, present principal occupation or employment and the name, and the principal business and address of any corporation or other organization in which such employment is conducted of the directors and officers of Abbott are as set forth in Exhibit 1 hereto and incorporated herein by this reference.
(d) and (e) Neither Abbott, nor to the best of its knowledge, any person listed on Exhibit 1 has during the last five years (i) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration
The aggregate purchase price for the 15,507,914 shares of Common Stock (the "Shares") is $250,000,000 (the "Purchase Price"). The Purchase Price comprises $50,000,000 for 1,553,629 shares of Common Stock acquired on or about April 11, 2001; $28,571,428.57 for 946,700 shares of Common Stock acquired on or about September 4, 2001; $28,571,428.57 for 1,046,957 shares of Common Stock acquired on or about December 10, 2001; $28,571,428.57 for 1,358,603 shares of Common Stock acquired on or about March 7, 2002; $28,571,428.57 for 1,442,274 shares of Common Stock acquired on or about June 4, 2002; $28,571,428.57 for 2,269,375 shares of Common Stock acquired on or about September 4, 2002; $28,571,428.57 for 3,232,062 shares of Common Stock acquired on or about December 5, 2002; and $28,571,428.57 for 3,658,314 shares of Common Stock acquired on or about March 7, 2003. The source of the funds is the working capital of Abbott.
Page 4 of 8 Pages
Item 4. Purpose of the Acquisition
The purpose of the transaction is for investment and to establish a product development alliance between Abbott and the Issuer.
(a)—(j) Abbott intends to monitor its interests in the Issuer on an ongoing basis and to take such measures as it deems appropriate from time to time in furtherance of such interests. Abbott may from time to time acquire additional shares of Common Stock, dispose of some or all of the shares of Common Stock then beneficially owned by it, discuss the Issuer's business, operations, or other affairs with the Issuer's management, board of directors, shareholders or others or take such other actions as Abbott may deem appropriate. Notwithstanding the foregoing, except as described in this Item 4 and in Item 6, Abbott has no present plan or proposal which relate to or would result in any of the matters referred to in Items (a) through (j) of Item 4 of Schedule 13D of the Securities and Exchange Commission. Abbott does, however, reserve the right to adopt such plans or proposals subject to compliance with applicable regulatory requirements.
Item 5. Interest in Securities of the Issuer
(a) The Shares represent approximately 5.30% of the outstanding shares of the Common Stock. The calculation of the foregoing percentage is based on the number of shares of Common Stock shown as being outstanding on the Annual Report on Form 10-K filed by the Issuer with the Securities and Exchange Commission for the fiscal year ended December 31, 2002.
(b) Abbott has the sole power to vote or to direct the vote and the sole power to dispose or to direct the disposition of the Shares.
(c) Except as described herein, there have been no transactions by Abbott or the persons whose names are listed on Exhibit 1 in securities of the Issuer during the past sixty days.
(d) No one other than Abbott is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from a sale of, the Shares.
(e) Not applicable.
Page 5 of 8 Pages
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
The summaries of certain terms of the following agreements do not purport to be complete and are subject to, and are qualified in their entirety by reference to, all provisions of the agreements and reference is made to the full text of such agreements which were filed on April 19, 2001 by the Issuer as exhibits 10.1, 10.2, and 10.3 to the Securities and Exchange Commission Form 10-Q for the quarterly period ended March 31, 2001 and all of which are incorporated herein by reference.
Collaboration and License Agreement
Under the terms of a Collaboration and License Agreement, between Abbott and the Issuer, dated March 9, 2001, (the "Collaboration Agreement"), Abbott and the Issuer agreed to collaborate in the joint discovery, development, and commercialization of drugs and molecular diagnostics for the treatment of obesity and diabetes. This collaboration is for a five year term. Abbott and the Issuer agreed to share the cost of developing, manufacturing and marketing products on a worldwide basis. Abbott and the Issuer agreed to share profits worldwide and commercialization activities in the United States. Abbott agreed to be responsible for commercialization in the rest of the world but Millennium has the right to co-promote in major European markets. Subject to certain limited exceptions, neither Abbott nor the Issuer may conduct research, development or commercialization of pharmaceutical products in areas of obesity and diabetes outside the collaboration.
Technology Exchange and Development Agreement
Under the Technology Exchange and Development Agreement between Abbott and the Issuer dated March 9, 2001, Abbott and the Issuer agreed to a non-exclusive exchange of certain proprietary genomic and drug discovery tools as well as the co-development of additional technologies. Abbott and the Issuer agreed to work jointly on predictive toxicology tools to improve research and development productivity and agreed to equally share those costs.
Investment Agreement
Abbott purchased the Shares under the terms of an Investment Agreement, between Abbott and the Issuer, dated March 9, 2001 (the "Investment Agreement"). As set out in Item 3, Abbott made an initial investment of $50,000,000 to purchase Shares in April 2001, and made additional investments totaling $200,000,000 in seven equal quarterly installments from 2001 to 2003. The Investment Agreement places restrictions on the sale of the Shares by Abbott. Abbott has no rights to require the Issuer to register the Shares.
Page 6 of 8 Pages
Item 7. Material to be Filed as Exhibits
Exhibit 1—Information Concerning Officers and Directors of Abbott Laboratories.
Exhibit 2—Collaboration and License Agreement dated March 9, 2001 by and between Abbott and the Issuer. (Incorporated by reference to Exhibit 10.1 to the Issuer's Quarterly Report on Form 10-Q filed April 19, 2001 (the "Issuer's 10-Q").)
Exhibit 3—Technology Exchange and Development Agreement dated March 9, 2001. (Incorporated by reference to Exhibit 10.2 to the Issuer's 10-Q.)
Exhibit 4—Investment Agreement dated March 9, 2001. (Incorporated by reference to Exhibit 10.3 to the Issuer's 10-Q.)
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Page 7 of 8 Pages
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
| Abbott Laboratories | |||
DATED: March 12, 2003 |
By: |
/s/ THOMAS C. FREYMAN Thomas C. Freyman, Senior Vice President, Finance and Chief Financial Officer |
|
Page 8 of 8 Pages
| Exhibit Number |
Description |
|
|---|---|---|
| 1 | Information Concerning Officers and Directors of Abbott Laboratories. | |
2 |
Collaboration and License Agreement dated March 9, 2001 by and between Abbott and the Issuer. (Incorporated by reference to Exhibit 10.1 to the Issuer's Quarterly Report on Form 10-Q filed April 19, 2001 (the "Issuer's 10-Q").) |
|
3 |
Technology Exchange and Development Agreement dated March 9, 2001. (Incorporated by reference to Exhibit 10.2 to the Issuer's 10-Q.) |
|
4 |
Investment Agreement dated March 9, 2001. (Incorporated by reference to Exhibit 10.3 to the Issuer's 10-Q.) |
EXHIBIT INDEX
Exhibit 1
Information Concerning Officers and
Directors of Abbott Laboratories
The current corporate officers and directors of Abbott Laboratories are listed below. The address of Abbott Laboratories is: Abbott Laboratories, 100 Abbott Park Road, Abbott Park, Illinois 60064-6049. Abbott Laboratories does not consider all of its corporate officers to be executive officers as defined by the Securities Exchange Act of 1934 or Releases thereunder. Unless otherwise indicated, all positions set forth below opposite an individual's name refer to positions within Abbott Laboratories, and, where applicable, the business address listed for each individual not principally employed by Abbott Laboratories is also the address of the corporation or other organization which principally employs that individual.
| NAME |
POSITION/PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT AND BUSINESS ADDRESS |
CITIZENSHIP |
||
|---|---|---|---|---|
| CORPORATE OFFICERS | ||||
Miles D. White1 |
Chairman of the Board and Chief Executive Officer and Director |
U.S.A. |
||
Jeffrey M. Leiden1 |
President and Chief Operating Officer, Pharmaceutical Products Group and Director |
U.S.A. |
||
Richard A. Gonzalez1 |
President and Chief Operating Officer, Medical Products Group and Director |
U.S.A. |
||
Christopher B. Begley1 |
Senior Vice President, Hospital Products |
U.S.A. |
||
Jose M. de Lasa1 |
Senior Vice President, Secretary and General Counsel |
U.S.A. |
||
William G. Dempsey1 |
Senior Vice President, International Operations |
U.S.A. |
||
Gary L. Flynn1 |
Senior Vice President, Ross Products |
U.S.A. |
||
Thomas C. Freyman1 |
Senior Vice President, Finance and Chief Financial Officer |
U.S.A. |
||
Greg W. Linder1 |
Vice President and Controller |
U.S.A. |
||
Thomas M. Wascoe1 |
Senior Vice President, Human Resources |
U.S.A. |
||
Lance B. Wyatt1 |
Senior Vice President, Specialty Products |
U.S.A. |
||
John Arnott |
Vice President, Hospital Products Business Sector |
United Kingdom |
||
Catherine V. Babington |
Vice President, Investor Relations and Public Affairs |
U.S.A. |
||
Michael G. Beatrice |
Vice President, Corporate Regulatory and Quality Science |
U.S.A. |
||
William E. Brown, III |
Vice President, Diagnostic Assays and Systems Development |
U.S.A. |
||
Douglas C. Bryant |
Vice President, Diagnostics Commercial Operations, Europe, Africa and Middle East |
U.S.A. |
||
Gary R. Byers |
Vice President, Audit |
U.S.A. |
||
Thomas F. Chen |
Vice President, Pacific, Asia, and Africa Operations |
U.S.A. |
||
Michael J. Collins |
Vice President, Diagnostics Commercial Operations, U.S. and Canada |
U.S.A. |
||
Thomas J. Dee |
Vice President, Internal Audit |
U.S.A. |
||
Edward J. Fiorentino |
Vice President, MediSense Products |
U.S.A. |
||
Stephen R. Fussell |
Vice President, Compensation and Development |
U.S.A. |
||
Mark F. Gorman |
Vice President, Ross Products, Medical Nutritionals |
U.S.A. |
||
Robert B. Hance |
Vice President, Vascular Devices |
U.S.A. |
||
Guillermo A. Herrera |
Vice President, European Operations |
Colombia |
||
Terrence C. Kearney |
Vice President and Treasurer/Interim Vice President and Controller, Diagnostic Products |
U.S.A. |
||
James J. Koziarz |
Vice President, Hepatitis/Retrovirus Research and Development and Assay Technical Support, Diagnostic Products |
U.S.A. |
||
John C. Landgraf |
Vice President, Operations, Diagnostic Products |
U.S.A. |
||
Elaine R. Leavenworth |
Vice President, Government Affairs |
U.S.A. |
||
Gerald Lema |
Vice President, Diagnostics Operations, Asia and Pacific |
U.S.A. |
||
John M. Leonard |
Vice President, Global Pharmaceutical Drug Development |
U.S.A. |
||
Holger Liepmann |
Vice President, Japan Operations, Abbott International Division |
Germany |
||
John F. Lussen |
Vice President, Taxes |
U.S.A. |
||
Richard J. Marasco |
Vice President, Ross Products, Pediatrics |
U.S.A. |
||
Heather L. Mason |
Vice President, Pharmaceutical Products, Specialty Operations |
U.S.A. |
||
P. Loreen Mershimer |
Vice President, Hospital Products Business Sector |
U.S.A. |
||
Edward L. Michael |
Vice President, Immunoassay/Clinical Chemistry, Diagnostic Products |
U.S.A. |
||
Karen L. Miller |
Vice President, Information Technology |
U.S.A. |
||
Sean Murphy |
Vice President, Global Licensing/New Business Development |
U.S.A. |
||
Joseph M. Nemmers, Jr. |
Vice President, Global Commercial Operations, Diagnostic Products |
U.S.A. |
||
Daniel W. Norbeck |
Vice President, Global Pharmaceutical Discovery |
U.S.A. |
||
Edward A. Ogunro |
Vice President, Hospital Products Research and Development, Medical and Regulatory Affairs |
U.S.A. |
||
Roberto Reyes |
Vice President, Latin America and Canada |
Colombia |
||
Mary T. Szela |
Vice President, Pharmaceutical Products, Primary Care Operations |
U.S.A. |
||
James L. Tyree |
Vice President, Global Licensing/New Business Development |
U.S.A. |
||
Steven J. Weger, Jr. |
Vice President, Corporate Planning and Development |
U.S.A. |
||
Susan M. Widner |
Vice President, Abbott HealthSystems |
U.S.A. |
1 Pursuant to Item 401 (b) of Regulation S-K Abbott has identified these persons as "executive officers" within the meaning of Item 401 (b).
| NAME |
POSITION/PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT AND BUSINESS ADDRESS |
CITIZENSHIP |
||
|---|---|---|---|---|
| DIRECTORS | ||||
Roxanne S. Austin |
President and Chief Operating Officer DIRECTV 2230 E. Imperial Highway El Segundo, California 90245 |
U.S.A. |
||
H. Laurance Fuller |
Retired Co-Chairman, BP Amoco, p.l.c. c/o Primary Business Center 1111 E. Warrenville Road Suite 257 Naperville, Illinois 60563 |
U.S.A. |
||
Richard A. Gonzalez |
Officer of Abbott |
U.S.A. |
||
Jack M. Greenberg |
Retired Chairman and Chief Executive Officer McDonald's Corporation 333 W. Wacker Drive Suite 1015 Chicago, Illinois 60606 |
U.S.A. |
||
David A. Jones |
Chairman of the Board Humana Inc. 500 W. Main Street Humana Building Louisville, Kentucky 40202 |
U.S.A. |
||
Jeffrey M. Leiden |
Officer of Abbott |
U.S.A. |
||
The Rt. Hon. Lord Owen CH |
Physician, Politician, and Businessman House of Lords Westminster, London SW1A 0PW, England |
United Kingdom |
||
Boone Powell, Jr. |
Retired Chairman Baylor Health Care System 9209 Westview Circle Dallas, Texas 75231 |
U.S.A. |
||
Addison Barry Rand |
Former Chairman and Chief Executive Officer Avis Group 500 Woodbine Road Stamford, Connecticut 06903 |
U.S.A. |
||
Dr. W. Ann Reynolds |
Director, Center for Community Outreach and Development The University of Alabama at Birmingham 933 19th Street South, Room 503-A Birmingham, Alabama 35294-2041 |
U.S.A. |
||
Roy S. Roberts |
Managing Director Reliant Equity Investors 401 N. Michigan Avenue Suite 550 Chicago, Illinois 60611 |
U.S.A. |
||
William D. Smithburg |
Retired Chairman and Chief Executive Officer The Quaker Oats Company 676 N. Michigan Avenue Suite 3860 Chicago, Illinois 60611 |
U.S.A. |
||
John R. Walter |
Chairman Ashlin Management Company 401 N. Ahwahnee Road Lake Forest, Illinois 60045 |
U.S.A. |
||
Miles D. White |
Officer of Abbott |
U.S.A. |