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): February 17, 2006
CELGENE CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 0-16132 22-2711928
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(State or other (Commission File Number) (IRS Employer
jurisdiction of Identification No.)
incorporation)
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 8.01 OTHER EVENTS.
The Company's shareholders approved an increase in the number of
authorized shares of stock from 280 million to 580 million at a Special Meeting
of the Stockholders on February 16, 2006. The record date for the Two-for-One
stock split, previously approved by the Celgene Corporation Board of Directors,
is February 17, 2006. 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.
Attached hereto as Exhibit 99.1 is the Press Release announcing such
action.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibit 99.1 Press Release dated February 17, 2006 announcing
shareholder approval of the 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: February 17, 2006 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 February 17, 2006 announcing
shareholder approval of the two-for-one stock split.