-----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, Q57chyJgfpFL/t6dgS6NbA9ebZe+3f6lRebVe5j4nhs+NNpG/BhM6fDWqkjp2Aac iOfJy/DUzGxeWpf8bNAsmg== 0001104659-08-038551.txt : 20080606 0001104659-08-038551.hdr.sgml : 20080606 20080606165102 ACCESSION NUMBER: 0001104659-08-038551 CONFORMED SUBMISSION TYPE: S-8 POS PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20080606 DATE AS OF CHANGE: 20080606 EFFECTIVENESS DATE: 20080606 FILER: 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: S-8 POS SEC ACT: 1933 Act SEC FILE NUMBER: 333-102543 FILM NUMBER: 08886227 BUSINESS ADDRESS: STREET 1: 40 LANDSDOWNE STREET CITY: CAMBRIDGE STATE: MA ZIP: 02139 BUSINESS PHONE: 6176797000 MAIL ADDRESS: STREET 1: 40 LANDSDOWNE STREET CITY: CAMBRIDGE STATE: MA ZIP: 02139 S-8 POS 1 a08-16011_26s8pos.htm S-8 POS

 

Registration No. 333-102543

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

POST-EFFECTIVE AMENDMENT NO. 1
TO

 

FORM S-8

 

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)

 

MILLENNIUM PHARMACEUTICALS, INC. 2000 STOCK INCENTIVE PLAN
(Full title of the plan)

 

Joel S. Goldberg, Esq.

Vice President and Secretary

Millennium Pharmaceuticals, Inc.

40 Landsdowne Street

Cambridge, Massachusetts 02139

(Name and address of agent for service)

(617) 679-7000
(Telephone number, including area code, of agent for service)

 


 

Copy to:

Matthew J. Gardella, Esq.

Edwards Angell Palmer & Dodge LLP

111 Huntington Avenue

Boston, Massachusetts 02199

Tel: (617) 239-0100
Fax: (617) 227-4420

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

 

Large accelerated filer  x

 

Accelerated filer  o

 

Non accelerated filer  o

 

Smaller reporting company  o

 

 

 

 

(Do not check if a smaller reporting company)

 

 

 

 



 

DEREGISTRATION OF UNSOLD SECURITIES

 

     Millennium Pharmaceuticals, Inc. (“Registrant”) is filing this Post-Effective Amendment No. 1 to the registration statement on Form S-8, Registration No. 333-102543, filed on January 16, 2003 (the “Registration Statement”), to deregister unsold securities of the Registrant offered under the Millennium Pharmaceuticals, Inc. 2000 Stock Incentive Plan (the “Plan”).

 

     On May 14, 2008, pursuant to an Agreement and Plan of Merger dated as of April 10, 2008, by and among Registrant, Takeda America Holdings, Inc., a New York corporation (“Parent”), and Mahogany Acquisition Corp., a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub”), Merger Sub merged with and into Registrant (the “Merger”), with Registrant being the surviving entity and becoming a direct, wholly owned subsidiary of Parent. As a result of the Merger, Registrant terminated the Plan. On May 14, 2008, Registrant filed a certification and notice of termination on Form 15 with respect to Registrant’s shares of common stock, par value $0.001 per share.

 

     Pursuant to the undertaking made by Registrant in the Registration Statement to remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering, Registrant is filing this Post-Effective Amendment No. 1 to the Registration Statement to deregister all of the securities which remain unsold under the Registration Statement.

 

2



 

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-8 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 June 6, 2008.

 

 

MILLENNIUM PHARMACEUTICALS, INC.

 

 

 

By:

/s/ Joel S. Goldberg, Esq.

 

 

Name:

Joel S. Goldberg, Esq.

 

 

Title:

Vice President and

 

 

 

Secretary

 

     Pursuant to the requirements of the Securities Act of 1933, as amended, this Post-Effective Amendment No. 1 to the Registration Statement has been signed by the following persons in the capacities indicated on June 6, 2008.

 

Signature

 

Title

 

 

 

*

 

Director, President and Chief Executive Officer

Deborah Dunsire

 

 (Principal Executive Officer)

 

 

 

*

 

Senior Vice President and Chief Financial Officer

Marsha H. Fanucci

 

 (Principal Financial and Accounting Officer)

 

 

 

*

 

Director

Kiyoshi Kitazawa

 

 

 

 

 

*

 

Director

Masumitsu Inoue

 

 

 

 

     The undersigned, by signing his name hereto, does hereby sign and execute this Post-Effective Amendment No. 1 to the Registration Statement on behalf of the above-named officers and directors of Millennium Pharmaceuticals, Inc. on this 6th day of June, 2008, pursuant to the powers of attorney executed by such officers and directors, which powers of attorney are filed with the Securities and Exchange Commission as an exhibit to this Post-Effective Amendment No. 1 to the Registration Statement.

 

 

 

*By:

/s/ Joel S. Goldberg, Esq.

 

Joel S. Goldberg, Esq.

 

Attorney-in-Fact

 

3



 

INDEX TO EXHIBITS

 

Exhibit
Number

 

Description of Exhibit

24.1

 

Powers of Attorney

 

4


EX-24.1 2 a08-16011_26ex24d1.htm EX-24.1

Exhibit 24.1

 

POWER OF ATTORNEY

 

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Deborah Dunsire, Marsha H. Fanucci, and Joel S. Goldberg, Esq., and each of them, his or her true and lawful attorneys-in-fact and agents, each acting alone, with the powers of substitution and revocation, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to the Registration Statements (Form S-3 Nos. 333-42770, 333-109258 and 333-138537, Form S-4 Nos. 333-33912, 333-42778, 333-75882, 333-90401 and 333-90403 and Form S-8 Nos. 333-15355, 333-15353, 333-29321, 333-15349, 333-15357, 333-29319, 333-84381, 333-84373, 333-84377, 333-93397, 333-93249, 333-35896, 333-38472, 333-71396, 333-71398, 333-81234, 333-82598, 333-102543, 333-104856, 333-104857, 333-139158 and 333-142827) of MILLENNIUM PHARMACEUTICALS, INC., and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that such attorneys-in-fact and agents or any of them, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

 

IN WITNESS WHEREOF, the undersigned have executed this Power of Attorney as of the date set forth below.

 

 

Signature

 

Title

 

Date

 

 

 

 

 

/s/ Deborah Dunsire

 

Director, President and Chief Executive Officer

 

June 6, 2008

Deborah Dunsire

 

 (Principal Executive Officer)

 

 

 

 

 

 

 

/s/ Marsha H. Fanucci

 

Senior Vice President and Chief Financial Officer

 

June 6, 2008

Marsha H. Fanucci

 

 (Principal Financial and Accounting Officer)

 

 

 

 

 

 

 

/s/ Kiyoshi Kitazawa

 

Director

 

June 4, 2008

Kiyoshi Kitazawa

 

 

 

 

 

 

 

 

 

/s/ Masumitsu Inoue

 

Director

 

June 3, 2008

Masumitsu Inoue

 

 

 

 

 


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