-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, MpJ5EsrGhd3RKcJYPhqpi52RZkxtLghdSUA9qbEiIl91Xxidp5pD0MkMZAxVvB7/ tSNS2MFDNU29wVMurY/O9w== 0000927016-97-000532.txt : 19970222 0000927016-97-000532.hdr.sgml : 19970222 ACCESSION NUMBER: 0000927016-97-000532 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19970220 SROS: NASD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MILLENNIUM PHARMACEUTICALS INC CENTRAL INDEX KEY: 0001002637 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 043177038 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-49167 FILM NUMBER: 97540032 BUSINESS ADDRESS: STREET 1: 640 MEMORIAL DRIVE CITY: CAMBRIDGE STATE: MA ZIP: 02139 BUSINESS PHONE: 6176797000 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: PERSEPTIVE BIOSYSTEMS INC CENTRAL INDEX KEY: 0000859640 STANDARD INDUSTRIAL CLASSIFICATION: LABORATORY ANALYTICAL INSTRUMENTS [3826] IRS NUMBER: 042987616 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 500 OLD CONNECTICUT PATH CITY: FRAMINGHAM STATE: MA ZIP: 01701 BUSINESS PHONE: 5083837700 MAIL ADDRESS: STREET 1: 500 OLD CONNECTICUT PATH CITY: FRAMINGHAM STATE: MA ZIP: 01701 SC 13D 1 SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. )/1/ Millennium Pharmaceuticals, Inc. - ------------------------------------------------------------------------------- (Name of Issuer) Common Stock, $.001 par value - ------------------------------------------------------------------------------- (Title of Class of Securities) 0005999021 ----------------------------------- (CUSIP Number) Samuel P. Hunt, III, Esq., PerSeptive Biosystems, Inc. 500 Old Connecticut Path, Framingham, MA 01701 - ------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) February 10, 1997 ------------------------------------------------------- (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 Rule 13d-1(b)(3) or (4), check the following box [ ]. NOTE: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent. - --------------- /1/ 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). SCHEDULE 13D - ------------------------ ------------------ CUSIP NO. 0005999021 PAGE 2 OF 8 PAGES - ------------------------ ------------------ - ------------------------------------------------------------------------------ NAME OF REPORTING PERSON 1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON PerSeptive Biosystems, Inc. 04-2987616 - ------------------------------------------------------------------------------ CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* 2 (a) [_] (b) [_] - ------------------------------------------------------------------------------ SEC USE ONLY 3 - ------------------------------------------------------------------------------ SOURCE OF FUNDS* 4 SC - ------------------------------------------------------------------------------ CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED 5 PURSUANT TO ITEMS 2(d) or 2(e) [_] - ------------------------------------------------------------------------------ CITIZENSHIP OR PLACE OF ORGANIZATION 6 Delaware - ------------------------------------------------------------------------------ SOLE VOTING POWER 7 NUMBER OF 1,612,582 SHARES ----------------------------------------------------------- SHARED VOTING POWER BENEFICIALLY 8 0 OWNED BY ----------------------------------------------------------- EACH SOLE DISPOSITIVE POWER 9 REPORTING 1,612,582 PERSON ----------------------------------------------------------- SHARED DISPOSITIVE POWER WITH 10 0 - ------------------------------------------------------------------------------ AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11 1,612,582 - ------------------------------------------------------------------------------ CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 12 [_] - ------------------------------------------------------------------------------ PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13 5.6% - ------------------------------------------------------------------------------ TYPE OF REPORTING PERSON* 14 CO - ------------------------------------------------------------------------------ *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. SCHEDULE 13D - ------------------------ ------------------ CUSIP NO. 0005999021 PAGE 3 OF 8 PAGES - ------------------------ ------------------ ITEM 1. SECURITY AND ISSUER This statement on Schedule 13D relates to the Common Stock, $.001 par value per share (the "Common Stock"), of Millennium Pharmaceuticals, Inc., a Delaware corporation (the "Issuer"). The principal executive offices of the Issuer are located at 640 Memorial Drive, Cambridge, MA 02139-4815. ITEM 2. IDENTITY AND BACKGROUND (i) The name of the person filing this statement is PerSeptive Biosystems, Inc., a Delaware corporation ("PerSeptive"). (ii) The address of the principal office and principal business of PerSeptive is 500 Old Connecticut Path, Framingham, MA 01701. (iii) PerSeptive and its subsidiaries develop, manufacture and market an integrated line of proprietary advanced instrumentation systems and consumable products for the purification, analysis and synthesis of biomolecules. (iv) Set forth in Schedule I is the name and present principal occupation or employment and the name, principal business and address of any corporation or other organization in which such employment is conducted, of each of PerSeptive's directors and executive officers as of the date hereof. (v) During the past five years, neither PerSeptive, nor, to PerSeptive's knowledge, any person named in Schedule I to this Schedule 13D has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (vi) During the past five years, neither PerSeptive, nor, to PerSeptive's knowledge, any person named in Schedule I to this Schedule 13D, was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which such person was or is subject to a judgment, decree or final order enjoining future violations of or prohibiting or mandating activity subject to Federal or state securities laws or finding any violation with respect to such laws. (vii) All of the directors and executive officers of PerSeptive named in Schedule I are citizens of the United States. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION Pursuant to an Agreement and Plan of Merger dated January 20, 1997 (the "Merger Agreement"), among the Issuer, CPI Acquisition Corp., a wholly-owned subsidiary of the Issuer ("Merger Sub"), and ChemGenics Pharmaceuticals Inc. ("ChemGenics"), Merger Sub was merged with and into ChemGenics (the "Merger"), with each share of the common stock, $.001 par per share, of ChemGenics (the "ChemGenics Common Stock") (other than shares as to which appraisal rights have been demanded and perfected in accordance with the Delaware General Corporation Law), converted into the right to receive .2374 shares of common stock, $.001 par value per share, of the Issuer ("Issuer Common Stock"). Pursuant to the Merger Agreement, PerSeptive received 1,612,582 shares of Issuer SCHEDULE 13D - ------------------------ ------------------ CUSIP NO. 0005999021 PAGE 4 OF 8 PAGES - ------------------------ ------------------ Common Stock in exchange for its ChemGenics Common Stock and cash in the amount of $4,000,000 in exchange for certain other securities of ChemGenics. PerSeptive acquired its shares of ChemGenics Common Stock pursuant to a Master Agreement (the "Master Agreement") dated as of May 7, 1996, as amended, and a related License Agreement dated June 18, 1996, as amended, each such agreement by and between PerSeptive (and certain of its subsidiaries) and ChemGenics, whereby PerSeptive transferred certain assets and employees to ChemGenics and granted ChemGenics a non-exclusive license to use PerSeptive's technology for drug discovery purposes in exchange for shares of ChemGenics Common Stock, warrants to purchase additional shares of ChemGenics Common Stock exercisable until June 28, 2000, and a promissory note. Pursuant to the terms of the Master Agreement, approximately 10% of the shares of ChemGenics Common Stock issued to PerSeptive are subject to forfeiture if PerSeptive fails to perform certain obligations to ChemGenics. This forfeiture provision lapses with respect to one third of such shares on June 30, 1997 and on each of the next two anniversaries thereof. After the Merger, these forfeiture provisions will apply, in the same relative proportions, to PerSeptive's shares of Issuer Common Stock. ITEM 4. PURPOSE OF TRANSACTION PerSeptive acquired the Issuer Common Stock pursuant to the Merger Agreement described above. Except as stated below, PerSeptive has no present plans which relate to or would result in: (a) The acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer; (b) An extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries; (c) A sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries; (d) Any change in the present board of directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board; (e) Any material change in the present capitalization or dividend policy of the Issuer; (f) Any other material change in the Issuer's business or corporate structure; (g) Changes in the Issuer's charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person; (h) Causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (i) A class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934; or (j) Any action similar to any of those enumerated above. SCHEDULE 13D - ------------------------ ------------------ CUSIP NO. 0005999021 PAGE 5 OF 8 PAGES - ------------------------ ------------------ ITEM 5. INTEREST IN SECURITIES OF THE ISSUER (a) Amount Beneficially Owned: PerSeptive beneficially owns 1,612,582 shares of Issuer Common Stock. Percent of Class: PerSeptive owns 5.6% of Issuer Common Stock. (b) Number of Shares as to which such person has: (i) sole power to vote or direct the vote: 1,612,582 shares (ii) shared power to vote or direct the vote: NOT APPLICABLE (iii) sole power to dispose or to direct the disposition of: 1,612,582 shares (iv) shared power to dispose or to direct the disposition of: NOT APPLICABLE (c) Neither PerSeptive, nor, to PerSeptive's knowledge, any person named in Schedule I, has affected any transaction in the Issuer Common Stock during the past 60 days. (d) Not applicable. (e) Not applicable. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER Pursuant to the terms of the Merger Agreement, the Issuer has agreed to file with the Securities and Exchange Commission ("SEC") a resale registration statement on Form S-3 (or other appropriate form) registering the shares of Issuer Common Stock issued pursuant to the Merger Agreement. Pursuant to a letter agreement (the "Letter Agreement") dated February 3, 1997 by and between PerSeptive and the Issuer, PerSeptive has agreed that, during the period commencing at the Effective Time (as defined in the Merger Agreement) and ending on the date that such registration statement is filed by the Issuer and declared effective by the SEC (the "Date of Effectiveness"), PerSeptive shall not sell, exchange, transfer, assign, pledge, dispose of or engage in any transaction, including a transaction or arrangement that reduces the risk of loss by short sale, hedging or otherwise, of any Issuer Common Stock issued and delivered pursuant to the Merger Agreement. During the period commencing on the Date of Effectiveness and ending July 31, 1997 and the period beginning August 1, 1997 and ending September 30, 1997, the foregoing prohibition shall apply with respect to fifty percent (50%) and twenty-five percent (25%), respectively, of the Issuer Common Stock issued and delivered to PerSeptive pursuant to the Merger Agreement. After September 30, 1997, the foregoing prohibition shall have no further force and effect. SCHEDULE 13D - ------------------------ ------------------ CUSIP NO. 0005999021 PAGE 6 OF 8 PAGES - ------------------------ ------------------ Except as described above, to PerSeptive's knowledge, there are no contracts, arrangements, understandings or relationships (legal or otherwise) among the persons named in Item 2 and between such persons and any person with respect to any securities of the Issuer, including but not limited to transfer or voting of any of the securities, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit No. Description - ----------- ----------- 1 Letter Agreement dated February 3, 1997 by and between PerSeptive Biosystems, Inc. and Millennium Pharmaceuticals, Inc.
SCHEDULE 13D - ------------------------ ------------------ CUSIP NO. 0005999021 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 current. Date: February 20, 1997 PERSEPTIVE BIOSYSTEMS, INC. /s/ John F. Smith -------------------------------------- John F. Smith President SCHEDULE 13D - ------------------------ ------------------ CUSIP NO. 0005999021 PAGE 8 OF 8 PAGES - ------------------------ ------------------
SCHEDULE I ---------- Name and Address of Corporation or Other Principal Occupation Organization in Which Name or Employment Employed - ---- ---------------------- ------------------------ Noubar B. Afeyan, Ph.D. Chief Executive PerSeptive Biosystems, Officer, Director and Inc. Chairman of the Board 500 Old Connecticut Path Framingham, MA 01701 John F. Smith President and Director PerSeptive Biosystems, Inc. 500 Old Connecticut Path Framingham, MA 01701 Thomas G. Ruane Senior Vice President, PerSeptive Biosystems, Chief Financial Inc. Officer and Treasurer 500 Old Connecticut Path Framingham, MA 01701 Bruce J. Ryan Director Amdahl Corporation 1250 East Arques Avenue (M/S 104) P.O. Box 3470 Sunnyvale, OH 94088-3470 Daniel I.C. Wang, Ph.D. Director Massachusetts Institute of Technology 18 Vassar Street Building 20A Room 207 Cambridge, MA 02139 Edwin M. Kania, Jr. Director One Liberty Ventures One Liberty Square Boston, MA 02109 William F. Pounds, Ph.D. Director MIT Sloan School of Management 50 Memorial Drive E52-472 Cambridge, MA 02142
EX-1 2 LETTER AGREEMENT DATED FEBRUARY 3, 1997 LOCK-UP LETTER AGREEMENT February 3, 1997 Millennium Pharmaceuticals, Inc. 640 Memorial Drive Cambridge, MA 02139-4815 Re: ChemGenics Pharmaceuticals Inc. Ladies and Gentlemen: The undersigned, at the date hereof, is the owner of (or has the right to direct the disposition of) 6,792,679 shares (excluding shares issuable upon the exercise of options or warrants*, whether or not presently exercisable) (the "Shares") of common stock, par value $.001 per share (the "Common Stock") of ChemGenics Pharmaceuticals Inc. (the "Company"). The undersigned understands that Millennium Pharmaceuticals, Inc. (the "Buyer") and CPI Acquisition Corp., a wholly-owned subsidiary of the Buyer (the "Transitory Subsidiary") have entered into an Agreement and Plan of Merger (the "Merger Agreement") with the Company, pursuant to which the Transitory Subsidiary will be merged (the "Merger") with and into the Company and the outstanding shares of capital stock of the Company will be converted into an aggregate of 4,783,688 shares of common stock of the Buyer (the "Merger Shares"). Following the Merger, all options to purchase shares of ChemGenics' Common Stock will be converted into options (the "Options") to purchase shares of common stock of the Buyer (the "Option Shares"), although the number and price of the shares subject to each Option will be adjusted based upon the conversion rate set forth in the Merger Agreement. Merger Shares and Option Shares are collectively referred to herein as "Buyer Shares." The undersigned agrees that, during the period commencing at the Effective Time (as defined in the Merger Agreement) and ending on the date that the Registration Statement on Form S-3 (or other appropriate form) filed by the Buyer is declared effective by the Securities and Exchange Commission (the "Date of Effectiveness"), the undersigned shall not sell, exchange, transfer, assign, pledge, dispose of or engage in any transaction, including a transaction of arrangement that reduces the risk of loss by short sale, hedging or otherwise, any of the Buyer Shares issued and delivered to the undersigned pursuant to the Merger or the exercise of options. During the period commencing on the Date of Effectiveness and ending July 31, 1997, the foregoing prohibition shall apply with respect to fifty percent (50%) of the Buyer Shares issued and delivered to the undersigned pursuant to the Merger or upon the exercise of Options. During the period beginning August 1, 1997 and ending September 30, 1997, the foregoing prohibition shall apply with respect to twenty-five percent (25%) of the Buyer Shares issued and delivered to the undersigned pursuant to the Merger or upon the exercise of Options. After September 30, 1997, the foregoing prohibition shall have no further force or effect. Notwithstanding the foregoing, if the undersigned is an individual, he may transfer any or all of the Buyer Shares either during his or her lifetime or on death by gift, will or intestate succession to his or her immediate family or to a trust the beneficiaries of which are exclusively the undersigned and/or a member or members of his or her immediate family; and if the undersigned is a partnership, the partnership may transfer any Buyer Shares to a partner of such partnership or a retired partner of such partnership who retires after the date hereof, or to the estate of any such partner or retired partner, and any partner who is an individual may transfer Buyer Shares by gift, will or intestate succession to his or her immediate family; and if the undersigned is a corporation, the corporation may transfer Buyer Shares to any stockholder of such corporation pursuant to a duly declared dividend and any stockholder who is an individual may transfer Buyer Shares by gift, will or intestate succession to his or her immediate family; provided, however, -------- ------- that in any such case it shall be a condition to the transfer that the transferee execute an agreement stating that the transferee is receiving and holding the Buyer Shares subject to the provisions of this letter agreement, and there shall be no further transfer of such Buyer Shares except in accordance with this letter agreement. For purposes of this letter agreement, "immediate family" shall mean spouse and lineal descendant, father, mother, brother or sister of the transferor or his spouse. Sincerely, PERSEPTIVE BIOSYSTEMS, INC. By: /s/ Noubar B. Afeyan --------------------------------- Signature of Security Holder PerSeptive Biosystems, Inc. ------------------------------------- Print Exact Name of Security Holder (If Security Holder is an Entity) Noubar B. Afeyan, Ph.D. ------------------------------------ Print Name of Signatory CEO ------------------------------------ Print Title of Signatory -----END PRIVACY-ENHANCED MESSAGE-----