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): April 19, 2006
CELGENE CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 0-16132 22-2711928
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(State or other jurisdiction of (Commission File Number) (IRS Employer
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 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF PRINCIPAL OFFICERS.
ITEM 5.02(c) ELECTION OF DIRECTOR
On April 20, 2006, Celgene Corporation announced the election of
Rodman L. Drake to the Company's Board of Directors effective April
19, 2006. Mr. Drake is an experienced corporate director and former
CEO with more than 30 years of diverse consulting and executive
management experience. He will serve as a member of the Nominating and
Audit Committees of the Celgene Board of Directors. Mr. Drake has
spent most of his career in executive level positions such as
Co-Chairman of KMR Power Company, a developer of independent power
projects internationally, Chief Executive Officer and Managing
Director of Cresap McCormick and Paget, a leading international
management consulting firm, and President of The Mandrake Group, a
consulting firm specializing in strategy and organizational design. He
is a member of the board of directors of Student Loan Corporation,
Jackson Hewitt and Hyperion Funds and several private companies. Mr.
Drake received a B.A. degree from Yale University and an M.B.A. from
Harvard Business School.
Attached hereto and incorporated herein by reference as Exhibit
99.1 is the Press Release announcing the election of Mr. Drake to the
Company's Board of Directors.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits
99.1 - Press Release dated April 20, 2006 announcing the election of
Rodman L. Drake to the Company's Board of Directors.
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: April 20, 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 April 20, 2006 announcing the election of
Rodman L. Drake to the Company's Board of Directors.