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 3, 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 (IRS Employer
incorporation) File Number) 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 November 3, 2006, Celgene Corporation (the "Company"), entered into an
underwriting agreement with Merrill Lynch, Pierce, Fenner & Smith Incorporated
("Merrill Lynch") and J.P. Morgan Securities Inc. ("JPMorgan") as
representatives of the several underwriters (collectively, the "Common Stock
Underwriters"). Pursuant to the terms of the underwriting agreement, the Company
will sell 20,000,000 shares of its common stock, $0.01 par value per share
("Common Stock"), at a price per share of $51.60. Gross proceeds of the offering
will be $1,032,000,000 and proceeds, before expenses, to the Company from the
offering will be $1,006,800,000.
A copy of the form of Underwriting Agreement is filed as Exhibit 1.1 to this
Current Report on Form 8-K.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
Exhibit 1.1 Underwriting Agreement, dated November 3, 2006, between the
Company and Merrill Lynch, Pierce, Fenner & Smith Incorporated,
and J.P. Morgan Securities Inc. as representatives of the several
underwriters.
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 6, 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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Exhibit 1.1 Underwriting Agreement, dated November 3, 2006, between the
Company and Merrill Lynch, Pierce, Fenner & Smith Incorporated,
and J.P. Morgan Securities Inc. as representatives of the
several underwriters.