UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): December 28, 2005
CELGENE CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 0-16132 22-2711928
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(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
86 Morris Avenue, Summit, New Jersey 07901
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (908) 673-9000
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(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)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
EXPLANATORY NOTE
On December 27, 2005, Celgene Corporation issued three press releases
announcing: (i) that the U.S. Food and Drug Administration (FDA) granted
approval of the REVLIMID(R) (lenalidomide) New Drug Application, or NDA; (ii) a
senior management transition plan to be effective May 1, 2006; and (iii) a
two-for-one stock split subject to stockholder's approval to increase the number
of authorized shares of common stock from 280 million to 580 million. Copies of
the Press Releases are furnished as Exhibits 99.1, 99.2 and 99.3 to this Current
Report on Form 8-K.
ITEM 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF PRINCIPAL OFFICERS.
John W. Jackson, Chairman and Chief Executive Officer of the Company,
will retire as Chief Executive Officer on May 1, 2006. Mr. Jackson will continue
as Chairman of the Board of Directors and stand for re-election at the Company's
annual meeting on June 15, 2006. On May 1, 2006, Sol J. Barer, President and
Chief Operating Officer, will assume responsibility as the Company's Chief
Executive Officer, and Robert J. Hugin, Chief Financial Officer, will assume Dr.
Barer's current role as President and Chief Operating Officer. Attached hereto
as Exhibits 99.2 is the Press Release announcing the senior management
transition plan.
ITEM 8.01 OTHER EVENTS.
On December 27, 2005, the FDA granted approval of the REVLIMID
(lenalidomide) NDA, which is indicated for the treatment of patients with
transfusion-dependent anemia due to low- or intermediate-1-risk myelodysplastic
syndromes associated with a deletion 5q cytogenetic abnormality with or without
additional cytogenetic abnormalities. REVLIMID will be available through a
REVLIMID Education and Prescribing Safety Program, called RevAssistsm, via
contracted pharmacies.
The Company's Board of Directors' have approved a two-for-one stock
split, payable in the form of a 100 percent stock dividend. The stock split is
subject to stockholder's approval to increase the number of authorized shares of
common stock from 280 million to 580 million, an action that will be voted on at
a Special Meeting of the Stockholders on February 16, 2006. If approved
stockholders will receive one additional share for every share they own as of
the close of business on February 17, 2006. The additional shares are expected
to be distributed on or about February 24, 2006. Reporting of Celgene's share
price on a split-adjusted basis is expected to commence on or about February 27,
2006. As of November 30, the Company had approximately 170 million shares of
common stock outstanding.
Attached hereto as Exhibits 99.1 and 99.3 are the Press Releases
announcing such actions.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibit 99.1 Press Release dated December 27, 2005 announcing
FDA's decision to grant REVLIMID NDA approval.
Exhibit 99.2 Press Release dated December 27, 2005 announcing
Senior Management transition plan.
Exhibit 99.3 Press Release dated December 27, 2005 announcing
two-for-one stock split.
SIGNATURES
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.
CELGENE CORPORATION
Date: December 28, 2005 By: /s/ Robert J. Hugin
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Name: Robert J. Hugin
Title: Senior Vice President and
Chief Financial Officer
EXHIBIT INDEX
Exhibit No. Description
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99.1 Press Release dated December 27, 2005 announcing FDA's
decision to grant REVLIMID NDA approval.
99.2 Press Release dated December 27, 2005 announcing Senior
Management transition plan.
99.3 Press Release dated December 27, 2005 announcing two-for-one
stock split.