AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 14, 2003
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
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CELGENE CORPORATION
(Exact name of Registrant as specified in its Charter)
DELAWARE 22-2711928
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
7 POWDER HORN DRIVE
WARREN, NEW 07059
(Address of principal executive offices) (Zip code)
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CELGENE CORPORATION 1998 STOCK INCENTIVE PLAN*
ANTHROGENESIS CORPORATION QUALIFIED EMPLOYEE INCENTIVE STOCK OPTION PLAN
(Full Title of the Plans)
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John W. Jackson Copies to:
Celgene Corporation Robert A. Cantone, Esq.
7 Powder Horn Drive Proskauer Rose LLP
Warren, New Jersey 07059 1585 Broadway
(Name and Address of Agent for Service) New York, New York 10036-8299
(732) 271-1001 (212) 969-3000
(Telephone number, including area code,
of agent for service)
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CALCULATION OF REGISTRATION FEE
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PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TITLE OF SECURITIES AMOUNT TO BE OFFERING PRICE AGGREGATE OFFERING REGISTRATION
TO BE REGISTERED REGISTERED PER SHARE PRICE FEE (1)
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Common Stock, par
value $.01 per share 4,137,031 (2) $33.80(3) $139,831,648(3) $11,313
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*Known prior to April 23, 2003 as the 1998 Long-Term Incentive Plan.
(1) Pursuant to General Instruction E to Form S-8, a filing fee is only being
paid with respect to the registration of additional securities for the Celgene
Corporation 1998 Stock Incentive Plan (the "1998 Plan") and the Anthrogenesis
Corporation Qualified Employee Incentive Stock Option Plan (the "Anthrogenesis
Plan" and, together with the 1998 Plan, the "Plans"). A Registration Statement
on Form S-8 has previously been filed on each of January 4, 1999 (Registration
No. 333-70083), June 20, 2000 and March 20, 2001 (Registration No. 333-39716)
and July 26, 2001 (Registration No. 333-65908) for the existing securities under
the 1998 Plan and a Registration Statement on Form S-4 has previously been filed
on November 13, 2002 (Registration No. 333-101196) for the existing securities
under the Anthrogenesis Plan.
(2) Represents the additional number of shares of common stock, par value $.01
per share ("Common Stock"), issuable upon exercise of options which may be
granted under the Plans.
(3) Calculated solely for purposes of this offering under Rules 457(c) and
457(h) of the Securities Act of 1933, as amended, on the average of the high and
low selling prices per share of the Common Stock as reported on the NASDAQ
National Market on August 8, 2003.
2
Explanatory Note
This Registration Statement is filed pursuant to General Instruction E
to Form S-8. The contents of each of the Registration Statements on Form S-8
(Registration Nos. 333-70083, 333-39716 and 333-65908) are incorporated herein
by reference and made a part hereof.
1. Registration of Additional Shares of Common Stock Under the 1998 Plan. The
aggregate number of shares of Common Stock that may be subject to awards under
the 1998 Plan is increased from 8,500,000 to 12,500,000.
2. Registration of Additional Shares of Common Stock under the Anthrogenesis
Plan. The Registrant acquired the Anthrogenesis Plan as a result of its
acquisition of Anthrogenesis Corp. (currently a wholly owned subsidiary of the
Registrant) on December 31, 2002. As part of the acquisition, shares of Common
Stock to be issued upon exercise of outstanding options were registered on Form
S-4 (Registration No. 333-101196). At this time, 137,031 additional shares of
Common Stock that may be subject to grant under the Anthrogenesis Plan are being
registered in this Registration Statement.
3
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The contents of each of the Registration Statements on Form S-8 previously
filed with the Securities and Exchange Commission (the "Commission") on January
4, 1999 (Registration No. 333-70083), June 20, 2000 (Registration No.
333-39716), March 20, 2001, Post-Effective Amendment No. 1 with a Reoffer
Prospectus (Registration No. 333-39716) and July 26, 2001 (Registration No.
333-65908) by Celgene Corporation, a Delaware corporation (the "Corporation" or
the "Registrant"), are incorporated herein by reference. In addition, the
following new documents filed with the Commission by the Corporation are
incorporated herein by reference:
(1) the Corporation's Annual Report on Forms 10-K and 10-K/A for
the fiscal year ended December 31, 2002, filed with the Commission on March 31,
2003 and April 18, 2003, respectively;
(2) the Corporation's Quarterly Reports on Form 10-Q for the
fiscal quarters ended March 31, 2003 and June 30, 2003, filed with the
Commission on May 15, 2003 and August 14, 2003, respectively;
(3) the Corporation's Reports on Form 8-K filed on January 2 and
3, 2003, June 5, 2003 and August 4 and 14, 2003;
(4) the description of the Corporation's Common Stock contained
in the Corporation's Registration Statement on Form 8-A, File No. 0-16132; and
(5) all documents subsequently filed by the Corporation pursuant
to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934,
prior to the filing of a post-effective amendment which indicates that all
securities offered have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be part hereof from the date of filing such
documents.
Any statement contained herein or in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or in any other subsequently filed document which also is or is
deemed to be incorporated by reference herein modifies or supersedes such
statement. Any statement so modified or superseded shall not be deemed, except
as so modified or superseded, to constitute a part of this Registration
Statement.
ITEM 8. EXHIBITS.
5.1 Opinion of Proskauer Rose LLP.
23.1 Consent of KPMG LLP.
23.2 Consent of Proskauer Rose LLP (included in Exhibit 5.1).
24.1 Power of Attorney (included in signature pages).
99.1 Celgene Corporation 1998 Stock Incentive Plan, as amended and
restated (incorporated by reference to Exhibit A to the Proxy
Statement of the Registrant, filed April 30, 2003).
99.2 Anthrogenesis Corporation Qualified Employee Incentive Stock
Option Plan (incorporated by reference to Exhibit 10.35 to the
Corporation's Annual Report on Form 10-K for the year ended
December 31, 2002).
II-1
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
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Warren, State of New Jersey, on August 14, 2003.
CELGENE CORPORATION
By: /s/ John W. Jackson
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John W. Jackson
Chairman of the Board and
Chief Executive Officer
SIGNATURES AND POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that each person whose signature appears
below constitutes and appoints John W. Jackson, Sol J. Barer and Robert J.
Hugin, and each of them, his or her true and lawful attorneys-in-fact and
agents, with full power of substitution and resubstitution, to act, without the
other, for him or her and in his or her name, place and stead, in any and all
capacities, to sign a Registration Statement on Form S-8 of Celgene Corporation
(the "Corporation") and any or all amendments (including post-effective
amendments) thereto, relating to the registration, under the Securities Act of
1933, as amended, of additional shares of Common Stock of the Corporation to be
issued pursuant to the Corporation's 1998 Stock Incentive Plan and the
Anthrogenesis Corporation Qualified Employee Incentive Stock Option Plan and to
file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as full to all intents and purposes as he or she might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or any of them, their substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed on August 14, 2003 below by the
following persons in the capacities indicated.
Signature Title
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/s/ John W. Jackson Chairman of the Board and Chief
---------------------------------- Executive Officer (Principal
John W. Jackson Executive Officer)
/s/ Sol J. Barer President, Chief Operating Officer,
---------------------------------- Director
Sol J. Barer
/s/ Robert J. Hugin Chief Financial Officer, Director
---------------------------------- (Principal Accounting and Financial
Robert J. Hugin Officer)
Director
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Jack L. Bowman
/s/ Frank T. Cary Director
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Frank T. Cary Director
/s/ Michael D. Casey
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Michael D. Casey Director
/s/ Arthur Hull Hayes, Jr.
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Arthur Hull Hayes, Jr. Director
/s/ Gilla Kaplan
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Gilla Kaplan Director
/s/ Richard C.E. Morgan
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Richard C.E. Morgan Director
/s/ Walter L. Robb
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Walter L. Robb
EXHIBIT INDEX
Exhibit Description of Exhibit
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5.1 Opinion of Proskauer Rose LLP.
23.1 Consent of KPMG LLP.
23.2 Consent of Proskauer Rose LLP (included in Exhibit 5.1).
24.1 Power of Attorney (included in signature pages).
99.1 Celgene 1998 Stock Incentive Plan, as amended and restated
(incorporated by reference to Exhibit A to the Proxy Statement of
the Registrant, filed April 30, 2003).
99.2 Anthrogenesis Corporation Qualified Employee Incentive Stock Option
Plan (incorporated by reference to Exhibit 10.35 to the
Corporation's Annual Report on Form 10-K for the year ended December
31, 2002).