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): January 19, 2006
CELGENE CORPORATION
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(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))
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On January 19, 2006 the Management Compensation and Development Committee of the
Board of Directors of Celgene Corporation, or the Company, approved a resolution
to establish the performance measures for the 2006 - 2008 Long Term Incentive
Plan, or LTIP, and the 2006 Management Incentive Plan, or MIP, as well as,
approve the awards payable in 2006 under the Company's 2005 MIP.
In 2003, the Company established the LTIP program under its 1998 Stock Incentive
Plan, which is a long-term program designed to provide key officers and
executives with specified incentive opportunities contingent upon achievement of
pre-established corporate performance objectives and continued employment. The
goals of the program are to create focus on key long-term objectives over time
while creating a retention vehicle to ensure management continuity in key
functional areas. The 2006 - 2008 LTIP, or the 2006 Cycle, began on January 1,
2006 and will end on December 31, 2008. Performance measures for the 2006 Cycle
are based on the following components: 25% on earnings per share, 25% on net
income and 50% on revenue.
The MIP is designed to provide a variable compensation component for executives
and employees who achieve annual corporate, business unit and individual goals.
Employee goals are set annually based upon corporate-wide objectives to focus
and motivate employees to achieve key business targets and to create employee
ownership. Executive goals are based exclusively on achievement of key
performance measures and for 2006 are based on the following components: 25% on
earnings per share; 25% on revenue; 10% on each of specific milestones related
to the clinical advancement of REVLIMID(R), further clinical development of the
Company's product candidates, research and development findings and further
regulatory advancement of REVLIMID(R) and THALOMID(R); and, 10% on specific
milestones related to further international and business development. The awards
approved under the 2005 MIP included a pay-out to John W. Jackson, Chairman and
Chief Executive Officer, Sol J. Barer, President and Chief Operating Officer,
and Robert J. Hugin, Senior Vice President and Chief Financial Officer, of
$1,000,834, $600,625, and $420,500, respectively.
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: January 20, 2006 By: /s/ Robert J. Hugin
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Name: Robert J. Hugin
Title: Senior Vice President and
Chief Financial Officer