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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
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CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
February 11, 1999 0-16132
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Date of Report (Date of earliest event reported) Commission File Number
CELGENE CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 22-2711928
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State or other jurisdiction of (I.R.S. Employer Identification Number)
incorporation or organization)
7 Powder Horn Drive
Warren, New Jersey 07059
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(Address of Principal Executive Offices) (Zip Code)
(908) 271-1001
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(Registrant's telephone number, including area code)
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Item 5. Other Events.
On February 11, 1999, Celgene Corporation (the "Company") issued a
press release announcing its results for the fourth quarter and the full year
1998. Net revenue from continuing operations for the quarter was $2,665,000,
compared to $315,000 for the fourth quarter 1997. Fourth quarter 1998 revenue
consisted of research contract income of $430,000 and gross product sales of
THALOMID(TM) (thalidomide) of $2,441,000 ($2,235,000 after deductions). THALOMID
is the Company's first pharmaceutical product and was introduced to the market
in late September 1998. The net loss from continuing operations for the fourth
quarter 1998 was $8,375,000, or $0.51 per share, and in the comparable 1997
period the net loss was $8,211,000 or $0.59 per share.
The press release is filed as an exhibit hereto and is hereby
incorporated by reference.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(a) not applicable
(b) not applicable
(c) Exhibits
99 Press Release, dated February 11, 1999.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: February 18, 1999 CELGENE CORPORATION
By: /s/John W. Jackson
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Name: John W. Jackson
Title: Chairman of the Board and
Chief Executive Officer
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EXHIBIT INDEX
Exhibit Description Page
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99 Press Release, dated February 11, 1999.
4
Celgene Corporation Announces Fourth Quarter Results
and Growing Sales of Thalomid (TM)
WARREN, N.J., Feb. 11 /PRNewswire/ -- Celgene Corporation (NASDAQ: CELG)
today announced results for the fourth quarter and full year 1998. Net revenue
from continuing operations for the quarter was $2,665,000 compared to $315,000
for the fourth quarter 1997. Fourth quarter 1998 revenue consisted of research
contract income of $430,000 and gross product sales of THALOMID (TM)
(thalidomide) of $2,441,000 ($2,235,000 after deductions). THALOMID is Celgene's
first pharmaceutical product and was introduced to the market in late September
1998. The net loss from continuing operations for the fourth quarter 1998 was
$8,375,000, or $0.51 per share, and in the comparable 1997 period the net loss
was $8,211,000 or $0.59 per share.
Net revenue from continuing operations for the full year 1998 was
$3,800,000 a threefold increase over the $1,122,000 recorded in 1997. Gross
sales of Thalomid, were $3,511,000 ($3,265,000 after deductions), while research
contract income was $535,000. The net loss to common shareholders for 1998 was
$25,093,000, or $1.55 per share, compared to a net loss of $26,922,000, or $2.20
per share, in 1997. The net loss for 1998 reflects a gain of approximately
$7,000,000 on the sale of Celgene's Chiral Intermediate business to Cambrex
Corporation in January 1998. The net loss from continuing operations was
$32,023,000, or $1.98 per share, compared to $25,020,000, or $2.05 per share, in
1997.
The increased operating loss in 1998 is due to increased sales and
marketing expenses associated with the launch of THALOMID (TM), and the
increased research and development expenses required to move products from both
our immunological and chiral platforms into the clinic.
As previously reported in the fourth quarter, Celgene entered into a
licensing agreement with EntreMed, Inc. Under the agreement, Celgene has
acquired exclusive worldwide rights to EntreMed's patents and technology for
thalidomide, as well as United States Food and Drug Administration (FDA) orphan
drug designations granted to EntreMed. EntreMed has been investigating
thalidomide's anti-angiogenic activity in the treatment of several oncological
indications.
"It was an eventful quarter as we ramped up our launch of THALOMID (TM)
under our proprietary S.T.E.P.S. program. We are encouraged that this year sales
are tracking above our internal forecast", noted John W. Jackson, Chairman and
CEO of Celgene. "Data from the University of Arkansas on the use of THALOMID in
multiple myeloma presented at the American Society of Hematology meeting in
December reinforced our determination to pursue development of THALOMID for the
treatment of cancer. In this respect, our agreement with EntreMed complements
our strategy well."
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Additional milestones during the quarter included the initiation of the
d-methylphenidate trials, the issuance of an important patent for the once-a-day
dosing of this compound, and the filing of an IND for the first SelCID for
Crohn's disease. Also, agreements were signed between Celgro and two
multinational agrochemical companies to produce chirally pure versions of two of
their existing products.
In January 1999 we completed a $15,000,000 financing with the John Hancock
Mutual Life Insurance Company and several of its affiliates.
Thalidomide is contraindicated in pregnant women and women capable of
becoming pregnant. Even a single capsule taken by a pregnant woman can cause
severe birth defects or death to an unborn baby. The major adverse drug
reactions known to be associated with thalidomide treatment include: peripheral
neuropathy, a common potentially severe side effect that may be irreversible;
drowsiness/somnolence; dizziness/orthostatic hypotension; neutropenia; and
increased HIV-viral load. Physicians should consult full Prescribing Information
for further information about these and other adverse reactions prior to
initiating treatment with THALOMID (TM) (thalidomide). Celgene Corporation,
headquartered in Warren, NJ, is engaged in the development of pharmaceuticals
and agrochemicals.
This release contains certain forward-looking statements which involve
known and unknown risks, delays, uncertainties and other factors not under the
Company's control which may cause actual results, performance or achievements of
the Company to be materially different from the results, performance or other
expectations implied by these forward-looking statements. These factors include
actions by the FDA and other regulatory authorities, and those factors detailed
in the Company's filings with the Securities and Exchange Commission such as
10K, 10Q, and 8K reports.
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Celgene Corporation
Condensed Balance Sheet
(Unaudited)
December 31 December 31
Assets 1998 1997
Cash, Cash Equivalents
& Marketable Securities $5,123,843 $13,583,445
Receivables 2,662,389 1,430,384
Inventory 1,571,408 --
Other Current Assets 229,060 353,266
Assets Held for Disposal -- 485,170
Current Assets 9,586,700 15,852,265
Plant & Equipment, Net 2,262,130 2,286,024
Other Assets 79,167 79,167
Total Assets $11,927,997 $18,217,456
Liabilities & Equity
Accounts Payable $3,045,458 $842,262
Accrued Expenses 3,845,254 1,388,933
Capitalized Lease Obligations 225,372 210,499
Current Liabilities 7,116,084 2,441,694
Capitalized Lease
Obligation - Net of Current Portion 195,578 350,670
Long Term Convertible Note 8,348,959 --
Total Liabilities 15,660,621 2,792,364
Preferred Stock -- 4,029,455
Common Stock 166,130 154,279
Paid in Capital 140,714,314 130,638,433
Retail Deficit (144,613,068) (119,520,540)
Treasury Stock and Other Equity -- (76,535)
Total Stockholders' Equity (3,732,624) 15,425,092
$11,927,997 $18,217,456
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Celgene Corporation
Condensed Statement of Operations
(Unaudited)
Three Month Period Ended December 31
1998 1997
Revenues:
Product Sales $ 2,234,652 $ --
Research contracts $ 430,000 $ 315,125
Total revenues $ 2,664,652 $ 315,125
Expenses:
Cost of Goods Sold $ 223,037 $ --
Research and development $ 5,803,296 $ 4,960,700
Selling, general and administrative $ 5,011,160 $ 3,612,343
$ 11,037,493 $ 8,573,043
Operating Loss $ (8,372,841) $ (8,257,918)
Interest Income $ 208,115 54,144
Interest Expense $ 210,642 6,905
Loss from Continuing Operations $ (8,375,368) $ (8,210,679)
Discontinued Operations:
Loss from Operations -- $ 318,893
Net Income (Loss) $ (8,375,368) $ (7,891,786)
Accretion of premium
payable on preferred stock -- $ 47,080
Net Income (Loss)
applicable to common shareholders $ (8,375,368) $ (7,938,865)
Earnings (loss) per share of Common
Stock Basic and Diluted per share:
Loss from Continuing Operations $(0.51) $(0.59)
Discontinued Operations:
Loss from Operations $ -- $ 0.02
Net Income (Loss) applicable
to common shareholders
per basic share of common stock $(0.51) $(0.57)
Weighted average number of
shares of common stock outstanding 16,449,000 13,900,000
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SOURCE Celegene Corporation
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CONTACT: Sol J. Barer, Ph.D., President & COO of Celgene Corporation,
732-271-4153/
(CELG)
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