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): November 1, 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 8.01 OTHER EVENTS.
On November 1, 2006, Celgene Corporation announced that as a result of
the decision by Standard and Poor's Corporation to include Celgene Corporation
in the S&P 500 Index, the Company intends to issue 15 to 20 million shares of
its common stock.
On November 3, 2006 Celgene Corporation announced the pricing of its
public offering of 20,000,000 shares of its common stock at a public offering
price of $51.60 per share with estimated proceeds of $1.032 billion.
Attached hereto as Exhibits 99.1 and 99.2 are the Press Releases
announcing such actions.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibit 99.1 Press Release dated November 1, 2006 announcing
Celgene Corporations's inclusion in the S&P 500
Index and intention to issue shares.
Exhibit 99.2 Press Release dated November 3, 2006 announcing
the pricing of Celgene Corporation's common stock
public offering.
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: November 3, 2006 By: /s/ Robert J. Hugin
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Name: Robert J. Hugin
Title: President and
Chief Operating Officer
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
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99.1 Press Release dated November 1, 2006 announcing
Celgene Corporation's inclusion in the S&P 500
Index and intention to issue 15 to 20 million
shares of its common stock.
99.2 Press Release dated November 3, 2006 announcing
the pricing of Celgene Corporation's public
offering of 20,000,000 shares of common stock.