SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-C
REPORT BY ISSUER OF SECURITIES QUOTED ON NASDAQ
INTERDEALER QUOTATION SYSTEM
Filed pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934 and Rule 13a-17
or 15d-17 thereunder
CELGENE CORPORATION
(Exact name of issuer as specified in charter)
7 POWDER HORN DRIVE, WARREN, NJ 07059
(Address of principal executive offices)
Issuer's telephone number, including area code: (908) 271-1001
I. CHANGE IN NUMBER OF SHARES OUTSTANDING
Indicate any change (increase or decrease) of five percent or more in
the number of shares outstanding:
1. Title of security: Common Stock, par value $.01 per share
2. Number of shares outstanding before the change: 7,862,689
3. Number of shares outstanding after the change: 8,261,216
4. Effective date of change: October 13, 1995.
5. Method of change: Issuance of convertible debentures and
conversion thereof into shares of common stock.
Give brief description of transaction: On August 3, 1995, Celgene Corporation
sold, in a private placement, an aggregate principal amount of $12 million of 8%
Convertible Debentures due July 31, 1997, convertible into common stock at a
variable conversion price not higher than $8.00 per share. Through October 13,
1995, 398,527 shares of common stock had been issued as a result of conversions
of the convertible debentures.
II. CHANGE IN NAME OF ISSUER [Not Applicable]
1. Name prior to change _______________________________________
2. Name after change __________________________________________
3. Effective date of character amendment changing name ________
4. Date of shareholder approval of change, if required ________
CELGENE CORPORATION
/s/ ROBERT EASTTY
Date: October 18, 1995 By:____________________
Robert Eastty
Controller and
Assistant Secretary
