SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 3
PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): March 6, 2018
(Exact name of registrant as specified in its charter)
(State or other jurisdiction
86 Morris Avenue, Summit, New Jersey
(Address of principal executive offices)
Registrant’s telephone number, including area code: (908) 673-9000
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company p
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. p
On March 6, 2018, Celgene Corporation (the “Company”) filed a Current Report on Form 8-K (the “Initial Form 8-K”) to report the completion of its acquisition of Juno Therapeutics, Inc., a Delaware corporation (“Juno”), pursuant to the Agreement and Plan of Merger, dated as of January 21, 2018 (the “Merger Agreement”), by and among Celgene, Juno and Blue Magpie Corporation, a Delaware corporation and wholly-owned subsidiary of Celgene (“Purchaser”). On May 18, 2018, the Company filed Amendment No. 1 to amend the Initial Form 8-K to include the audited historical financial statements of Juno and the unaudited pro forma condensed combined financial statements as of and for the year ended December 31, 2017. On January 25, 2019, the Company filed Amendment No. 2 on Form 8-K/A to include the unaudited pro forma condensed combined statement of operations for the nine-month period ended September 30, 2018.
The Company is filing this Amendment No. 3 on Form 8-K/A to include the unaudited pro forma condensed combined statement of operations for the year ended December 31, 2018 as referenced in Item 9.01 of this Form 8-K. The disclosures included in the prior amendments otherwise remain unchanged.
Item 9.01 Financial Statements and Exhibits
Pro forma financial information
The unaudited pro forma condensed combined statement of operations for the year ended December 31, 2018 is presented as if the acquisition had occurred on January 1, 2017 and combines the historical results of operations of Celgene and Juno for the year ended December 31, 2018. Such unaudited pro forma condensed combined statement of operations for the year ended December 31, 2018 is included as Exhibit 99.6 to this Form 8-K and is incorporated by reference herein.
An unaudited pro forma condensed combined balance sheet as of December 31, 2018 is not included in this Form 8-K as Juno is already included in Celgene’s consolidated balance sheet as of December 31, 2018.
* Previously filed.
Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: March 8, 2019
/s/ David V. Elkins
David V. Elkins
Executive Vice President and
Chief Financial Officer
(principal financial and accounting officer)