SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
[X] Annual Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
(Fee Required)
For the fiscal year ended December 31, 1996
[ ] Transition Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of
1934 (No Fee Required)
For the transition period from to
Commission File No. 0-16132
CELGENE CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 22-2711928
(State or other jurisdiction (I.R.S. Employer Identification)
of incorporation or
organization)
7 Powder Horn Drive
Warren, New Jersey 07059
(Address of principal executive offices) (Zip Code)
(908) 271-1001
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, par value $.01 per share
(Title of Class)
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to
file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes X No
Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of Regulation S-K is not contained herein,
and will not be contained, to the best of registrant's knowledge,
in definitive proxy or information statements incorporated by
reference in Part III of this Form 10-K/A or any amendment to
this Form 10-K/A. [ X ]
Aggregate market value of voting stock held by non-affiliates of
registrant as of March 1, 1997: $99,264,579
Number of shares of Common Stock outstanding as of March 1, 1997:
10,783,373
<PAGE>
CELGENE CORPORATION
ANNUAL REPORT ON FORM 10-K/A
TABLE OF CONTENTS
Part III
Item No. Page
10. Directors and Executive Officers of the
Registrant 3
11. Executive Compensation 7
12. Security Ownership of Certain Beneficial
Owners and Management 12
13. Certain Relationships and Related
Transactions 13
Signatures 14
<PAGE>
Item 10. Directors and Executive Officers of the Registrant.
Name Age Position
John W. Jackson 52 Chairman of the Board and Chief
Executive Officer
Sol J. Barer, Ph.D. 49 President, Chief Operating
Officer, and a Director
Robert C. Butler 66 Senior Vice President and Chief
Financial Officer
Frank T. Cary 76 Director
Arthur Hull
Hayes,Jr.,M.D. 64 Director
Richard C.E. Morgan 52 Director
Walter L.
Robb, Ph.D. 69 Director
Lee J. Schroeder 68 Director
John W. Jackson has been Chairman of the Board and Chief
Executive Officer of the Company since January 1996. Mr. Jackson
was founder and President of Gemini Medical, a consulting firm
which specialized in services and investment advice to start-up
medical device and biotechnology companies, from February 1991 to
January 1996. Previously, Mr. Jackson had been President of the
worldwide Medical Device Division of American Cyanamid, a major
pharmaceutical company, from February 1986 to January 1991 and
served in various international positions, including Vice
President-International for American Cyanamid from 1978 to 1986.
Previously, Mr. Jackson served in several human health marketing
positions at Merck & Company, a major pharmaceutical company,
from 1971 to 1978.
Sol J. Barer has been President of the Company since October
1993 and Chief Operating Officer and a director of the Company
since March 1994. Dr. Barer was Senior Vice President - Science
and Technology and Vice President/General Manager - Chiral
Products of the Company from October 1990 to October 1993 and
Vice President - Technology of the Company from September 1987 to
October 1990. Dr. Barer received a Ph.D. in organic and physical
chemistry from Rutgers University.
Robert C. Butler has been Chief Financial Officer of the
Company since July 1996. From 1988 to 1995, Mr. Butler served as
Senior Vice President and Chief Financial Officer of
International Paper Co., a manufacturer of paper, wood, and
allied products. From 1979 to 1987, Mr. Butler served as Group
Executive Vice President of the National Broadcasting Company.
Mr. Butler is also a member of the Board of Directors of Carter
Holt Harvey Ltd., a major New Zealand forest products company.
Frank T. Cary has been Chairman of the Executive Committee
of the Board of Directors of the Company since July 1990 and has
been a director of the Company since 1989. From 1973 to 1981,
Mr. Cary was Chairman of the Board and Chief Executive Officer of
International Business Machines Corporation. Mr. Cary also is a
director of Cygnus Therapeutic Systems Inc., ICOS Corporation,
Lincare Inc., SPS Transaction Services, Inc., Lexmark
International Inc., SEER Technologies, Inc., Vion Pharmaceuticals
Inc. and Teltrend, Inc.
Arthur Hull Hayes, Jr., a director of the Company since
1995, has been President and chief operating officer of
MediScience Associates, Inc., a consulting organization that
works with pharmaceutical firms, biomedical companies and foreign
governments, since July 1991. Dr. Hayes has also been a partner
in IssueSphere, a public affairs firm that focuses on health
science issues, since November 1995, as well as a professor in
medicine, pharmacology and family and community medicine at New
York Medical College and clinical professor of medicine and
pharmacology at the Pennsylvania State University College of
Medicine. From 1986 to 1990, Dr. Hayes was President and Chief
Executive Officer of E.M. Pharmaceuticals, a unit of E. Merck AG
and from 1981 to 1983 was Commissioner of the U.S. Food and Drug
Administration. Dr. Hayes also is a director of Myriad Genetics,
Inc., NaPro BioTherapeutics, Inc. and Premier Research Worldwide.
Richard C.E. Morgan, a director of the Company since 1987,
is a founding member of Jackson Hole Management Company, Inc. and
has been the Managing General Partner of Wolfensohn Partners,
L.P., since 1986. Mr. Morgan also is Chairman of the Board of
Directors and Chief Executive Officer of Lasertechnics, Inc.; a
director of SEQUUS Pharmaceuticals, Inc.; Chairman of the Board
of Directors of Quidel Corp., and a director of Indigo, N.V.
Walter L. Robb, a director of the Company since 1992, has
been a private consultant and President of Vantage Management
Inc., a consulting and investor services company, since January
1993. Mr. Robb was Senior Vice President for Corporate Research
and Development of General Electric Company, and a member of its
Corporate Executive Council from 1986 to December 1992. Mr. Robb
also is Chairman of the Board of Directors of Neopath, Inc. and a
director of Marquette Medical Systems, Inc. and Cree Research
Inc.
Lee J. Schroeder, a director of the Company since 1995, has
been President of Lee Schroeder & Associates, Inc.,
pharmaceutical business consultants, since 1985. Mr. Schroeder
was President, Fox Meyer Lincoln, from 1983 to 1985. Mr.
Schroeder was an Executive Vice President of Sandoz, Inc. from
1981 to 1983. Mr. Schroeder also is a director of Harris
Technology Group, Inc., Bryan Memorial Hospital, MGI
Pharmaceutical, Inc., Ascent Pharmaceuticals, and Interneuron
Pharmaceuticals, Inc.
Key Employees
David I. Stirling has been Executive Vice President -
Pharmaceutical R&D since 1996. Dr. Stirling has served Celgene
as Senior Vice President - Biological and Pharmaceutical R&D from
1993 to 1996, as Vice President - New Technology Chiral Products
from 1991 to 1993 and in a variety of other research positions
from 1986 to 1991. Previously Dr. Stirling was employed by
Celanese Research from 1980 to 1986. Dr. Stirling received a
Ph.D. in biochemistry from the University of Warwick.
Steven D. Thomas has been Vice President - Pharmaceutical
Development since 1992. Previously Dr. Thomas was a Business
Unit Manager for Enzymatix Ltd. (Chiroscience PLC) from 1987 to
1992. Dr. Thomas received a Ph.D. in molecular enzymology from
Southampton University.
Maghsoud M. Dariani has been Vice President - Chiral
Pharmaceuticals of Celgene since 1996. From 1986 to 1996 Mr.
Dariani served Celgene as a Director - Manufacturing &
Engineering/Chiral Products. From 1979 to 1986 Mr. Dariani was a
Senior Development Engineer at Celanese Corporation. Mr. Dariani
received an M.S. in Chemistry from the University of
Massachusetts.
Bruce A. Williams has been Vice President - Marketing and
Sales of Celgene since 1996. Previously, Mr. Williams was
employed by Ortho Biotech Inc., a subsidiary of Johnson &
Johnson, where he held various positions from 1989 to 1996
including Executive Director - Marketing. From 1984 to 1989, Mr.
Williams held several posts at American Cyanamid Company.
Sam Dryden has been Chairman of the Board of Celgro
Corporation, a new operating unit of Celgene, since December
1996. He is also currently President of Big Stone Inc., a
private venture investment and development firm, and Managing
Partner of Big Stone Partners, a management advisory firm.
Previously Mr. Dryden was a founder as well as a President and
CEO of Agrigenetics Corporation, a biotechnology company focusing
on seeds, plants, and biocontrol. He has also served in
management positions with Union Carbide Corporation.
George W.J. Matcham has been Vice President - R&D for the
Celgro unit since 1996. Dr. Matcham joined Celgene in 1988 and
became Vice President of Chiral Amine Technology in 1991 and Vice
President and General Manager of Chiral Products in 1993.
Previously Dr. Matcham was a Senior Scientist and Project Leader
for Shell Research Ltd., UK from 1981 to 1988. Dr. Matcham
received a Ph.D. in microbial enzymology from the University of
Wales and was Director of studies in Chemistry and a fellow of
Emmanuel College of the University of Cambridge from 1979 to
1980.
Jerome B. Zeldis has been Vice President - Medical Affairs
of Celgene since March 1997. Since 1996, Dr. Zeldis has also been
Associate Attending Physician at New York Hospital. From October
1995 to February 1997, Dr. Zeldis was a Director at Janssen
Research Foundation, a division of Johnson & Johnson. In 1995,
Dr. Zeldis was a Clinical Assistant Professor of Medicine,
Cornell University Medical School. From 1994 to 1995, Dr. Zeldis
was Assistant Associate Director at Sandoz Research Foundation.
From 1990 to 1994, Dr. Zeldis was Clinical Research
Physician, Sacramento Medical Foundation, Center for Blood
Research. From 1988 to 1994, Dr. Zeldis was Associate Professor
of Medicine, University of California at Davis. From 1986 to
1988, Dr. Zeldis was Assistant Professor of Medicine at Harvard
Medical School. Dr. Zeldis received a Ph.D. in Molecular
Biophysics and Biochemistry at Yale University. Dr. Zeldis also
graduated Yale Medical School with a M.D.
Election of Directors
Each director holds office (subject to the Company's
By-Laws) until the next annual meeting of stockholders and until
his successor has been elected and qualified. There are no
family relationships between any of the directors and executive
officers of the Company.
Board Committees and Membership
The Company has an Executive Committee of the Board of
Directors, whose current members are Frank T. Cary, Chairman, Sol
J. Barer, John W. Jackson and Richard C. E. Morgan. The
Executive Committee held one meeting in 1996. The Executive
Committee has and may exercise all of the powers and authority of
the full Board of Directors of the Company, subject to certain
exceptions.
The Company has an Audit Committee of the Board of
Directors, consisting entirely of outside directors, the current
members of which are Walter L. Robb, Chairman, Frank T. Cary,
Richard C. E. Morgan, and Lee J. Schroeder. The Audit Committee
held one meeting in 1996. The Board of Directors has delegated
to the Audit Committee the following duties: reviewing with the
independent auditors the plans and results of the audit
engagement; reviewing the adequacy, scope, and results of the
internal accounting controls and procedures; reviewing the degree
of independence of the auditors; reviewing the auditors' fees;
and recommending the engagement of auditors to the full Board of
Directors.
The Company has a Management Compensation and Development
Committee (the "Compensation Committee") of the Board of Direc-
tors, whose current members are Richard C.E. Morgan, Chairman,
Frank T. Cary, Walter L. Robb, and Lee J. Schroeder. The
Compensation Committee held two meetings in 1996. The
Compensation Committee has (i) the full power and authority to
interpret the provisions and supervise the administration of the
Company's 1986 Stock Option Plan and 1992 Long-Term Incentive
Plan and to grant options outside of these plans and (ii) the
authority to review all matters relating to the personnel of the
Company.
The Company does not have a nominating committee. The Board
of Directors held six meetings during 1996. During 1996, all of
the directors attended more than 75% of the aggregate of (i) the
total number of meetings of the Board of Directors and (ii) the
total number of meetings of all committees of the Board on which
such director served.
Item 11.Executive Compensation.
SUMMARY COMPENSATION TABLE
The following table sets forth information about the
compensation paid, or payable, by the Company for services
rendered in all capacities to the Chief Executive Officer of the
Company and each of the most highly paid executive officers of
the Company who earned more than $100,000, for each of the last
three fiscal years in which such officers were executive officers
for all or part of the year.
<TABLE>
Annual Long-Term
Compensation Compensation
_____________________ ___________________
Other Restricted Securities
Name and Annual Stock Underlying
Principal Compen- Award(s) Options
Position sation All Other
Year Salary Bonus $ $ # Compensation
__________ _____ _______ _____ _____________ ____________ ____________
<S> <C> <C> <C> <C> <C> <C> <C>
John W.
Jackson 1996 243,429(1)105,625(2) 4,750(3)0 250,000 0
Chairman and
Chief Executive
Officer
Sol J.
Barer,
Ph.D 1996 216,667 50,000 4,750(3) 0 72,500 0
President
and 1995 200,000 0 0 0 54,080 0
Chief
Operating 1994 197,000 0 0 0 30,0000 0
Officer
</TABLE>
(1) Mr. Jackson commenced his employment with the Company on
January 11, 1996.
(2) Mr. Jackson's bonus consisted of $50,000 in cash and 5,000
shares of unrestricted stock, valued at $55,625 on the date
of grant.
(3) Reflects matching contributions under the Company's 401K
plan.
Employment Agreements and Termination of Employment Arrangements
Sol J. Barer, President and Chief Operating Officer of the
Company, is a party to an employment agreement with the Company
that expired on October 31, 1996. Pursuant to such agreement,
Dr. Barer currently receives an annual salary of $235,000,
subject to increase upon annual review by the Compensation
Committee. Except under certain circumstances, the Company may
not terminate this agreement without 12 months' prior notice to
Dr. Barer. Additionally, pursuant to Dr. Barer's employment
agreement, he will be entitled to receive a cash payment equal to
2.99 times his base salary in the event of the termination of Dr.
Barer's employment as a result of (i) his disability, (ii) the
occurrence of certain events subsequent to a change in control of
the Company (as defined in such agreement), or (iii) certain
material breaches by the Company of such agreement.
John W. Jackson, Chairman and Chief Executive Officer of
the Company, is party to a letter agreement with the Company
concerning his employment. Pursuant to such letter agreement,
Mr. Jackson currently receives an annual salary of $270,000,
subject to increase upon annual review by the Compensation
Committee. Except under certain circumstances, the Company may
not terminate this agreement without 12 months' prior notice to
Mr. Jackson.
If during the two-year period following a change in control
(as defined in the Company's 1992 Long-Term Incentive Plan) of
the Company, (i) there is a change in an employee's title or a
significant change in the nature or scope of his employment or
duties and such person terminates his employment within 90 days
following such change or (ii) an employee's employment by the
Company is terminated without cause (as defined), then all of the
options held by such employee then outstanding will become
immediately and fully exercisable, and all restrictions
applicable to restricted stock automatically will terminate.
Stock Options
The following table contains information concerning the
grant of options under the Company's 1992 Long-Term Incentive
Plan to each of the named executive officers of the Company
during the year ended December 31, 1996. No stock appreciation
rights ("SARS") were granted in 1995.
OPTION GRANTS IN LAST FISCAL YEAR
<TABLE>
Individual Grants
Percent of Potential Realizable
Number of Total Value at Assumed
Securities Options Annual Rates of
Underlying Granted to Exercise Stock Appreciation
Options Employees in Price Expiration for Option Term
Granted Fiscal Year(2) ($/Share) Date(3) 5% 10%
Name (#)(1)
<S> <C> <C> <C> <C> <C> <C>
John W.
Jackson 250,000 39.7% $13.06 1/10/06 $2,053,341 $5,203,569
Sol J.
Barer 72,500 11.5% $16.75 2/21/06 $ 763,714 $1,935,401
________________________________
</TABLE>
(1) All options granted in 1996 were granted pursuant to
the Company's 1992 Long-Term Incentive Plan. The
grant to Mr. Jackson is exercisable in annual
increments of 33 1/3% of the total grant, beginning
on the date of grant. The grant to Dr. Barer is also
exercisable in annual increments of 33 1/3% of the
total grant, beginning on the first anniversary of the
date of grant. All options were granted at the fair
market value of Common Stock on the effective date of grant.
(2) The total number of options granted to employees in
1996 was 629,037.
(3) Each option is subject to earlier termination if the
officer's employment with the Company is terminated.
The following table sets forth information for each
of the named executive officers with respect to the value of
options exercised during the year ended December 31, 1996 and the
value of outstanding and unexercised options held as of December
31, 1996. There were no SARs exercised during 1996 and none were
outstanding as of December 31, 1996.
<TABLE>
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES
Number of
Securities Underlying Value of Unexercised
Shares Unexercised Options In-the-Money Options
Acquired Value at December 31, 1996 at December 31, 1996(1)
on Realized
Name Exercise
($) ($) Exercisable Unexercisable Exercisable Unexercis.
<S> <C> <C> <C> <C> <C> <C>
John W.
Jackson -- -- 83,333 166,667 $0 $0
Sol J. Barer -- -- 167,820 80,000 $512,620 $27,188
</TABLE>
________________________________________
(1) Represents the difference between the closing market price
of the Common Stock as reported by Nasdaq on December 31,
1996 of $11.125 per share and the exercise price per share
of in-the-money options multiplied by the number of shares
underlying the in-the-money options.
Compensation Committee Report
The Compensation Committee determines the Company's
executive compensation policies. The Compensation Committee
determines the compensation of the Company's executive officers
and approves and oversees the administration of incentive
compensation programs for all employees including executive
officers. The Compensation Committee is composed solely of
outside directors.
Executive Compensation Policies and Programs
The Company's executive compensation program is part of a
company-wide program covering all employees. The program's goals
are to attract, retain, and motivate employees, and it utilizes
incentives such that employees and stockholders share the same
risks. The compensation program is designed to link compensation
to performance. A portion of each employee's compensation
relates to the grant of stock options, and such grants are based
on the successful attainment of strategic corporate, business
unit, and individual goals. As the Company has not as yet
attained significant commercial revenues, goals are set which
relate to the successful attainment of strategic events.
The Company does not have a pension plan or other capital
accumulation program. Grants of stock options are therefore of
great importance to executives as well as all employees. Any
long-term value to be derived from such grants will be consistent
with stockholder gains.
Executive and employee compensation includes salary,
employment-related benefits, and long-term incentive compensa-
tion:
Salary. Salaries are set competitively relative to the
chemical, biotechnology, and pharmaceutical industries -- indus-
tries with which the Company competes for its highly skilled
personnel. Individual experience and performance is considered
when setting salaries within the range for each position. Annual
reviews are held and adjustments are made based on attainment of
individual goals.
Benefits. All employees are eligible for similar benefits,
such as health, disability, and life insurance.
Long-Term Incentive Compensation. An incentive
compensation program is established annually. The purpose of
this program is to provide financial incentives to executives and
employees to achieve annual corporate, business unit, and indi-
vidual goals. The incentive program also aligns executive and
employee interests with those of stockholders by using grants of
stock options. Such grants vest over time thereby encouraging
continued employment with the Company. The size of grants is
tied to comparative biotechnology industry practices. To
determine such comparative data, the Company relies on outside
compensation consultants, the Company's auditors, and third party
industry surveys.
Under the Company's 1996 incentive program, it was agreed,
subject to the achievement of certain goals in 1996 by the
Company, that the Company would grant at a future date options to
purchase shares of common stock. A similar incentive program has
been designed for 1997 based on attainment of corporate, business
unit, and individual goals. The program is open to all regular
full-time employees, other than the executive officers of the
Company.
Chief Executive Officer Compensation. Pursuant to Mr.
Jackson's arrangement with the Company entered into on January
11, 1996, Mr. Jackson received an annualized base salary of
$250,000 for 1996. Mr. Jackson also received a bonus of $105,000
pursuant for 1996. Mr. Jackson's long-term incentive derived
from the grant of stock options to purchase 250,000 shares of
Common Stock awarded to him at the time he began serving as Chief
Executive Officer. Factors considered in determining Mr.
Jackson's bonus included the successful attainment of several
important milestones in the development of the Company's
products, as well comparisons to total compensation packages of
chief executive officers at corporations within the Company's
industry that are of comparable size.
Members of the Compensation Committee
Richard C.E. Morgan, Chairman
Frank T. Cary
Walter L. Robb
Lee J. Schroeder
Compensation Committee Interlocks and Insider Participation
The current members of the Compensation Committee are
Richard C. E. Morgan, Chairman, Frank T. Cary, Walter L. Robb,
and Lee J. Schroeder. Each is an outside director of the
Company.
Director Compensation
Directors do not receive salaries or cash fees for serving
as directors nor do they receive any cash compensation for
serving on committees; however, all members of the Board of
Directors who are not employees of the Company ("Non-Employee
Directors") are reimbursed for their expenses for each meeting
attended and are eligible to receive stock options pursuant to
the 1995 Non-Employee Directors' Plan (the "1995 Directors'
Plan").
The 1995 Directors' Plan was adopted by the Board of
Directors on April 5, 1995, and approved by the Company's
stockholders at the 1995 Annual Meeting of Stockholders. The
1995 Directors' Plan provides for the granting to Non-Employee
Directors of non-qualified options to purchase an aggregate of
not more than 250,000 shares (subject to adjustment in certain
circumstances) of Common Stock.
Under the 1995 Directors' Plan, each Non-Employee Director
as of April 5, 1995 was granted a non-qualified option to
purchase 20,000 shares of Common Stock, and each new Non-Employee
Director upon the date of his election or appointment will be
granted a non-qualified option to purchase 20,000 shares of
Common Stock. These initial options vest in four equal annual
installments commencing on the first anniversary of the date of
grant, assuming the Non-Employee Director remains a director.
Upon the date of each Annual Meeting of Stockholders, each
Non-Employee Director is granted a non-qualified option to
purchase 10,000 shares of Common Stock (or a pro rata portion
thereof if the director did not serve the entire year since the
date of the last annual meeting). These options vest in full on
the date of the first Annual Meeting of Stockholders held
following the date of the grant, assuming the Non-Employer
Director is a director on that date.
All options granted pursuant to the 1995 Directors' Plan
will expire no later than 10 years from the date of grant and no
options may be granted after June 16, 2005. If a Non-Employee
Director terminates his service on the Board of Directors for any
reason, options which were exercisable on the date of termination
and which have not expired may be exercised at any time until the
date of expiration of such options. In addition, if there is a
change of control and within two years thereafter, a director is
removed without cause (as defined) or is not nominated for
election by the Company's stockholders, all unvested portions of
a stock option will automatically vest.
In 1996, pursuant to the 1995 Directors' Plan, each of
Messrs. Cary, Hayes, Morgan, Robb and Schroeder received an
option to purchase 10,000 shares of Common Stock at an exercise
price of $15.00 per share, the fair market value of the stock on
the date of the grant.
Item 12. Security Ownership of Certain Beneficial Owners and
Management.
The table below sets forth the beneficial ownership of the
Common Stock as of March 31, 1997 (i) by each director, (ii) by
each of the executive officers named in the "Summary Compensation
Table," (iii) by all directors and executive officers of the
Company as a group, and (iv) by all persons known by the Board of
Directors to be beneficial owners of more than five percent of the
outstanding shares of Common Stock.
<TABLE>
Amount and Nature of Percent of
Name Position Beneficial Ownership Class(1)
<S> <C> <C> <C> <C>
John W. Jackson Chairman of the Board and 184,066(2)(3) 1.7%
Chief Executive Officer
Sol J. Barer, Ph.D President, Chief Operating 192,001(2)(3) 1.7%
Officer, and a Director
Robert C. Butler Senior Vice President and 5,000(2) *
Chief Financial Officer
Frank T. Cary Director 76,000(2) *
Arthur Hull
Hayes,Jr.,M.D. Director 5,000(2) *
Richard C.E. Morgan Director 305,055(2)(4) 2.8%
Walter L. Robb, Ph.D. Director 52,000(2) *
Lee J. Schroeder Director 16,000(2) *
All directors and
current executive
officers of the
Company as a group
(eight persons) 835,122(5) 7.4%
Donald P. Moriarty(6)
c/o McGrath, Doyle & Phair
150 Broadway
New York, New York 10038 925,500 8.6%
Citadel Limited Partnership(7) 709,923 6.6%
</TABLE>
____________
* Less than one percent (1%).
(1) Based on 10,783,373 shares outstanding as of March 31, 1997.
(2) Includes shares of Common Stock which the directors and
executive officers had the right to acquire through the
exercise of options within 60 days of March 6, 1997, as
follows: John W. Jackson - 166,666; Sol J. Barer - 191,986;
Frank T. Cary - 51,000; Arthur Hull Hayes, Jr. - 5,000;
Richard C.E. Morgan - 46,000 shares; Walter L. Robb - 24,000,
and Lee J. Schroeder - 16,000. Does not include shares of
Common Stock which the directors and executive officers had
the right to acquire through the exercise of options not
exercisable within 60 days of March 6, 1997, as follows: John
W. Jackson - 83,334; Sol J. Barer - 55,834; Robert C. Butler -
50,000; Frank T. Cary - 20,000; Arthur Hull Hayes, Jr. -
25,000; Richard C.E. Morgan - 20,000; Walter L. Robb - 20,000,
and Lee Schroeder - 20,000.
(3) Includes as to Mr. Jackson 400 shares owned by the son of Mr.
Jackson, as to which shares Mr. Jackson disclaims beneficial
ownership; includes as to Dr. Barer 15 shares owned by the
daughter of Dr. Barer, as to which shares Dr. Barer disclaims
beneficial ownership.
(4) Includes 252,055 shares of Common Stock owned by Wolfensohn
Associates L.P., of which Wolfensohn Partners L.P. is the
general partner. Mr. Morgan is a general partner of
Wolfensohn Partners L.P. Mr. Morgan's indirect pecuniary
interest in these shares of Common Stock, within the meaning
of Rule 16a-1(a)(2)(ii)(B) under the Securities Exchange Act
of 1934, is significantly less than the amount disclosed. Mr.
Morgan otherwise disclaims beneficial ownership of such shares
of Common Stock owned by Wolfensohn Associates L.P.
(5) Includes or excludes, as the case may be, shares of Common
Stock as indicated in the preceding footnotes.
(6) Information regarding Donald P. Moriarty was obtained from a
Schedule 13D, as amended, filed by him with the Securities and
Exchange Commission. Such Schedule 13D states that Mr.
Moriarty is deemed to be the beneficial owner of and to have
sole dispositive power over the 925,500 shares of Common
Stock, and that such shares are held by Mr. Moriarty, his
family members, and Twin Oaks Partners, a partnership in which
he is a general partner.
(7) Information regarding Citadel Limited Partnership ("Citadel")
was obtained from a Schedule 13D, as amended, filed by it with
the Securities and Exchange Commission. Such Schedule 13D
states that it relates to shares of Common Stock that are
issuable to Nelson Partners, Ltd., a Bermuda exempted general
partnership ("Nelson"), and Olympus Securities, Ltd., a Bermuda
corporation ("Olympus"), upon conversion of 8% Convertible
Debentures, upon conversion of shares of Series A Convertible
Preferred Stock, and upon exercise of warrants issued in
connection with the Company's exercise of its right to defer
conversion of the Preferred Stock under certain circumstances.
The Schedule 13D also states that Citadel is the managing
general partner of Nelson, and the trading manager for
Olympus, and thus may be deemed to be the indirect beneficial
owner of the shares of Common Stock reported on the
Schedule 13D, but that Citadel has no beneficial ownership
interest in any of the funds or property of Nelson or Olympus,
except for Citadel's interest as a general partner of Nelson.
Item 13. Certain Relationships and Related Transactions.
None.
Signatures
Pursuant to the requirements of Section 13 or 15 (d) of the
Securities Exchange Act of 1934, the registrant has duly caused
this report to be signed on its behalf by the undersigned thereunto
duly authorized.
CELGENE CORPORATION
By /s/ John W. Jackson
John W. Jackson
Chairman of the Board and
Chief Executive Officer
Date: April 29, 1997
