| As filed with the Securities and Exchange Commission on October 14, 2004 |
| Registration Statement No. 333-31344 |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-3
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
MILLENNIUM PHARMACEUTICALS, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 04-3177038 | |
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
40 Landsdowne Street
Cambridge, Massachusetts 02139
617-679-7000
(Address, including zip code, and telephone number, including area code, of registrant's principal executive offices)
Mark J. Levin
Chairperson, President and Chief Executive Officer
Millennium Pharmaceuticals, Inc.
40 Landsdowne Street
Cambridge, Massachusetts 02139
617-679-7000
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
| David E. Redlick, Esq. Wilmer Cutler Pickering Hale and Dorr LLP 60 State Street Boston, Massachusetts 02109 617-526-6000 | Marsha H. Fanucci Senior Vice President and Chief Financial Officer Millennium Pharmaceuticals, Inc. 40 Landsdowne Street Cambridge, Massachusetts 02139 617-679-7000 |
Approximate date of commencement of proposed sale to public:Not applicable
If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. |_|
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. |_|
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. |_|_______
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. |_|________
If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. |_|
Explanatory Note
Pursuant to a Registration Statement (the “Registration Statement”) on Form S-3 (File No. 333-31344), Millennium Pharmaceuticals, Inc. (“Millennium”) registered resales of $400,000,000 principal amount of its 5.50% Convertible Subordinated Notes Due January 15, 2007 (the “Notes”), 9,507,840* shares of its common stock, $.001 par value per share (“Common Stock”) issuable upon conversion of the Notes and 423,108* shares of Common Stock issuable upon exercise of then-outstanding warrants to purchase Common Stock, under the Securities Act of 1933, as amended. Pursuant to Millennium’s undertaking contained in the Registration Statement, this Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 is being filed solely to remove from registration the Notes and shares of Common Stock which remain unsold under such Registration Statement as of the date of this Post-Effective Amendment No. 1.
________________
* As adjusted to reflect the two-for-one stock split effected October 4, 2000.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cambridge, Commonwealth of Massachusetts, on October 14, 2004.
| MILLENNIUM PHARMACEUTICALS, INC. | |||
| By | /s/ MARSHA H. FANUCCI | ||
| Marsha H. Fanucci | |||
| Senior Vice President and Chief Financial Officer | |||