As filed with the Securities and Exchange Commission on December 2, 1999
Registration No. 333-
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
----------------------
CELGENE CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 22-2711928
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
7 Powder Horn Drive
Warren, New Jersey 07059
(908) 271-1001
(Address of principal executive offices) (Zip code)
-------------------------------------------------
Celgene Corporation 1992 Long-Term Incentive Plan
and
Celgene Corporation 1995 Non-Employee Directors' Incentive Plan
-------------------------------------------------
John W. Jackson Copies to:
Celgene Corporation Robert A. Cantone, Esq.
7 Powder Horn Drive Proskauer Rose LLP
Warren, New Jersey 07059 1585 Broadway
(908) 271-1001 New York, New York 10036-8299
(Name, address, including zip code, (212) 969-3000
and telephone number, including
area code, of agent for service)
-----------------------------
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
Title of securities to Amount to be Proposed maximum Proposed maximum Amount of
be registered registered offering price aggregate offering registration
per share price fee (1)
- ---------------------- ---------------------- ---------------------------- --------------------------- ----------------------
<S> <C> <C> <C> <C>
Common Stock, par
value $.01 per share 13,037 shares (2) $55.1875(3) $719,479.44(3) $200.02
Common Stock, par
value $.01 per share 5,500 shares (4) $19.4375 (4) $106,906.25 $29.72
Common Stock, par
value $.01 per share 10,000 shares (5) $19.0000 (5) $190,000.00 $52.82
Common Stock, par
value $.01 per share 3,000 shares (6) $18.9375 (6) $56,812.50 $15.79
Common Stock, par
value $.01 per share 250 shares (7) $18.7500 (7) $4,687.50 $1.30
</TABLE>
1
<PAGE>
<TABLE>
<CAPTION>
Title of securities to Amount to be Proposed maximum Proposed maximum Amount of
be registered registered offering price aggregate offering registration
per share price fee (1)
- ---------------------- ---------------------- ---------------------------- --------------------------- ----------------------
<S> <C> <C> <C> <C>
Common Stock, par
value $.01 per share 3,000 shares (8) $18.000 (8) $54,000.00 $15.01
Common Stock, par
value $.01 per share 6,000 shares (9) $17.6250 (9) $105,750.00 $29.40
Common Stock, par
value $.01 per share 13,000 shares (10) $16.8750 (10) $219,375.00 $60.99
Common Stock, par
value $.01 per share 500 shares (11) $16.6875 (11) $8,343.75 $2.32
Common Stock, par
value $.01 per share 12,000 shares (12) $16.5000 (12) $198,000.00 $55.04
Common Stock, par
value $.01 per share 9,000 shares (13) $16.3750 (13) $147,375.00 $40.97
Common Stock, par
value $.01 per share 10,000 shares (14) $16.3125 (14) $163,125.00 $45.35
Common Stock, par
value $.01 per share 8,000 shares (15) $15.5625 (15) $124,500.00 $34.61
Common Stock, par
value $.01 per share 500 shares (16) $15.3750 (16) $7,687.50 $2.14
Common Stock, par
value $.01 per share 5,500 shares (17) $15.0000 (17) $82,500.00 $22.94
Common Stock, par
value $.01 per share 3,000 shares (18) $14.6250 (18) $43,875.00 $12.20
Common Stock, par
value $.01 per share 2,500 shares (19) $13.7500 (19) $34,375.00 $9.56
Common Stock, par
value $.01 per share 3,000 shares (20) $13.6250 (20) $40,875.00 $11.36
Common Stock, par
value $.01 per share 7,000 shares (21) $13.3750 (21) $93,625.00 $26.03
Common Stock, par
value $.01 per share 3,000 shares (22) $13.1875 (22) $39,562.50 $11.00
Common Stock, par
value $.01 per share 3,000 shares (23) $11.2500 (23) $33,750.00 $9.38
Common Stock, par
value $.01 per share 1,000 shares (24) $11.0000 (24) $11,000.00 $3.06
Common Stock, par
value $.01 per share 6,000 shares (25) $10.4380 (25) $62,628.00 $17.41
Common Stock, par
value $.01 per share 500 shares (26) $10.3750 (26) $5,187.50 $1.44
Common Stock, par
value $.01 per share 250 shares (27) $10.1880 (27) $2,547.00 $.71
Common Stock, par
value $.01 per share 3,000 shares (28) $10.1250 (28) $30,375.00 $8.44
Common Stock, par
value $.01 per share 4,400 shares (29) $10.0000 (29) $44,000.00 $12.23
Common Stock, par
value $.01 per share 500 shares (30) $9.8130 (30) $4,9096.50 $1.36
Common Stock, par
value $.01 per share 3,000 shares (31) $9.5630 (31) $28,689.00 $7.98
Common Stock, par
value $.01 per share 3,000 shares (32) $9.5000 (32) $28,500.00 $7.92
Common Stock, par
value $.01 per share 3,000 shares (33) $9.0000 (33) $27,000.00 $7.51
</TABLE>
2
<PAGE>
<TABLE>
<CAPTION>
Title of securities to Amount to be Proposed maximum Proposed maximum Amount of
be registered registered offering price aggregate offering registration
per share price fee (1)
- ---------------------- ---------------------- ---------------------------- --------------------------- ----------------------
<S> <C> <C> <C> <C>
Common Stock, par
value $.01 per share 5,000 shares (34) $8.8750 (34) $44,375.00 $12.34
Common Stock, par
value $.01 per share 500 shares (35) $8.6880 (35) $4,344.00 $1.21
Common Stock, par
value $.01 per share 234,564 shares (36) $8.5630 (36) $2,008,571.50 $558.38
Common Stock, par
value $.01 per share 3,000 shares (37) $8.5000 (37) $25,500.00 $7.09
Common Stock, par
value $.01 per share 250 shares (38) $8.2500 (38) $2,062.50 $.57
Common Stock, par
value $.01 per share 3,000 shares (39) $8.1250 (39) $24,375.00 $6.78
Common Stock, par
value $.01 per share 5,000 shares (40) $8.0000 (40) $40,000.00 $11.12
Common Stock, par
value $.01 per share 1,500 shares (41) $6.5000 (41) $9,750.00 $2.71
Common Stock, par
value $.01 per share 1,749 shares (42) $55.1875 (43) $96,522.94 (43) $26.83
Common Stock, par 212,600 shares (44) $55.1875 (45) $11,732,862.50 (45) $3,261.74
value $.01 per share
Common Stock, par 60,000 shares (46) $5.7500 (46) $345,000 $95.91
value $.01 per share
Common Stock, par 40,000 shares (47) $7.1250 (47) $285,000 $79.23
value $.01 per share
Common Stock, par 18,000 shares (48) $8.1250 (48) $146,250 $40.66
value $.01 per share
Common Stock, par 20,000 shares (49) $10.5000 (49) $210,000 $58.38
value $.01 per share
Common Stock, par 40,000 shares (50) $10.6250 (50) $425,000 $118.15
value $.01 per share
Common Stock, par 53,400 shares (51) $10.6880 (51) $570,739.20 $158.67
value $.01 per share
Common Stock, par 50,000 shares (52) $15.0000 (52) $750,000 $208.50
value $.01 per share
Common Stock, par 70,000 shares (53) $15.6250 (53) $1,093,750 $304.06
value $.01 per share
Common Stock, par 36,000 shares (54) $55.1875(55) $196,750 (55) $552.32
value $.01 per share
Total $6,260.66
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Pursuant to General Instruction E to Form S-8, a filing fee is only
being paid with respect to the registration of additional securities
reflected in Items (2) through (42) for the Celgene Corporation 1992
Long-Term Incentive Plan (the "1992 Plan"). A Registration Statement
on Form S-8 has previously been filed (Registration No. 33-62590)
for the existing securities under the 1992 Plan.
(2) Represents the maximum number of shares of common stock, par value
$.01 per share ("Common Stock"), issuable upon exercise of options
which may be granted under the 1992 Plan. Pursuant to Rule 416,
there are also being registered such additional indeterminate number
of shares of Common Stock as may be required to cover possible
adjustments in the number of shares issuable under the 1992 Plan
pursuant to the antidilution provisions thereof.
3
<PAGE>
(3) Calculated solely for purposes of this offering under Rules 457(h)
and 457(c) of the Securities Act of 1933, as amended, on the basis
of the high and low selling prices per share of the Common Stock as
reported on the NASDAQ National Market on November 29, 1999.
(4) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h) and based on an exercise price of $19.4375
per share with respect to options granted under the 1992 Plan to
purchase 5,500 shares of Common Stock.
(5) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h) and based on an exercise price of $19.0000
per share with respect to options granted under the 1992 Plan to
purchase 10,000 shares of Common Stock.
(6) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h) and based on an exercise price of $18.9375
per share with respect to options granted under the 1992 Plan to
purchase 3,000 shares of Common Stock.
(7) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h) and based on an exercise price of $18.7500
per share with respect to options granted under the 1992 Plan to
purchase 250 shares of Common Stock.
(8) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h) and based on an exercise price of $18.0000
per share with respect to options granted under the 1992 Plan to
purchase 3,000 shares of Common Stock.
(9) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h) and based on an exercise price of $17.6250
per share with respect to options granted under the 1992 Plan to
purchase 6,000 shares of Common Stock.
(10) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h) and based on an exercise price of $16.8750
per share with respect to options granted under the 1992 Plan to
purchase 13,000 shares of Common Stock.
(11) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h) and based on an exercise price of $16.6875
per share with respect to options granted under the 1992 Plan to
purchase 500 shares of Common Stock.
(12) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h) and based on an exercise price of $16.5000
per share with respect to options granted under the 1992 Plan to
purchase 12,000 shares of Common Stock.
(13) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h) and based on an exercise price of $16.3750
per share with respect to options granted under the 1992 Plan to
purchase 9,000 shares of Common Stock.
(14) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h) and based on an exercise price of $16.3125
per share with respect to options granted under the 1992 Plan to
purchase 10,000 shares of Common Stock.
(15) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h) and based on an exercise price of $15.5625
per share with respect to options granted under the 1992 Plan to
purchase 8,000 shares of Common Stock.
(16) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h) and based on an exercise price of $15.3750
per share with respect to options granted under the 1992 Plan to
purchase 500 shares of Common Stock.
(17) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h) and based on an exercise price of $15.0000
per share with respect to options granted under the 1992 Plan to
purchase 5,500 shares of Common Stock.
(18) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h) and based on an exercise price of $14.6250
per share with respect to options granted under the 1992 Plan to
purchase 3,000 shares of Common Stock.
(19) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h) and based on an exercise price of $13.7500
per share with respect to options granted under the 1992 Plan to
purchase 2,500 shares of Common Stock.
(20) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h) and based on an exercise price of $13.6250
per share with respect to options granted under the 1992 Plan to
purchase 3,000 shares of Common Stock.
4
<PAGE>
(21) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h) and based on an exercise price of $13.3750
per share with respect to options granted under the 1992 Plan to
purchase 7,000 shares of Common Stock.
(22) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h) and based on an exercise price of $13.1875
per share with respect to options granted under the 1992 Plan to
purchase 3,000 shares of Common Stock.
(23) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h) and based on an exercise price of $11.2500
per share with respect to options granted under the 1992 Plan to
purchase 3,000 shares of Common Stock.
(24) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h) and based on an exercise price of $11.0000
per share with respect to options granted under the 1992 Plan to
purchase 1,000 shares of Common Stock.
(25) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h) and based on an exercise price of $10.4380
per share with respect to options granted under the 1992 Plan to
purchase 6,000 shares of Common Stock.
(26) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h) and based on an exercise price of $10.3750
per share with respect to options granted under the 1992 Plan to
purchase 500 shares of Common Stock.
(27) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h) and based on an exercise price of $10.1880
per share with respect to options granted under the 1992 Plan to
purchase 250 shares of Common Stock.
(28) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h) and based on an exercise price of $10.1250
per share with respect to options granted under the 1992 Plan to
purchase 3,000 shares of Common Stock.
(29) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h) and based on an exercise price of $10.0000
per share with respect to options granted under the 1992 Plan to
purchase 4,400 shares of Common Stock.
(30) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h) and based on an exercise price of $9.8130
per share with respect to options granted under the 1992 Plan to
purchase 500 shares of Common Stock.
(31) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h) and based on an exercise price of $9.5630
per share with respect to options granted under the 1992 Plan to
purchase 3,000 shares of Common Stock.
(32) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h) and based on an exercise price of $9.5000
per share with respect to options granted under the 1992 Plan to
purchase 3,000 shares of Common Stock.
(33) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h) and based on an exercise price of $9.0000
per share with respect to options granted under the 1992 Plan to
purchase 3,000 shares of Common Stock.
(34) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h) and based on an exercise price of $8.8750
per share with respect to options granted under the 1992 Plan to
purchase 5,000 shares of Common Stock.
(35) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h) and based on an exercise price of $8.6880
per share with respect to options granted under the 1992 Plan to
purchase 500 shares of Common Stock.
(36) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h) and based on an exercise price of $8.5630
per share with respect to options granted under the 1992 Plan to
purchase 234,564 shares of Common Stock.
(37) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h) and based on an exercise price of $8.5000
per share with respect to options granted under the 1992 Plan to
purchase 3,000 shares of Common Stock.
(38) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h) and based on an exercise price of $8.2500
per share with respect to options granted under the 1992 Plan to
purchase 250 shares of Common Stock.
5
<PAGE>
(39) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h) and based on an exercise price of $8.1250
per share with respect to options granted under the 1992 Plan to
purchase 3,000 shares of Common Stock.
(40) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h) and based on an exercise price of $8.0000
per share with respect to options granted under the 1992 Plan to
purchase 5,000 shares of Common Stock.
(41) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h) and based on an exercise price of $6.5000
per share with respect to options granted under the 1992 Plan to
purchase 1,500 shares of Common Stock.
(42) Represents the number of shares to be reoffered for sale by Selling
Shareholders who have already exercised their options under the 1992
Plan. See Reoffer Prospectus attached.
(43) Calculated solely for purposes of this offering under Rule 457(c) of
the Securities Act of 1933, as amended, on the basis of the average
of the high and low selling prices per share of Common Stock as
reported on the NASDAQ National Market on November 29, 1999.
(44) Represents the maximum number of shares of Common Stock issuable
upon exercise of options which may be granted under the Celgene
Corporation 1995 Non-Employee Directors' Incentive Plan (the "1995
Plan") excluding options already granted. Pursuant to Rule 416,
there are also being registered such additional indeterminate number
of shares of common stock as may be required to cover possible
adjustments in the number of shares issuable under the 1995 Plan
pursuant to the antidilution provision thereof.
(45) Calculated solely for purposes of this offering under Rules 457(h)
and 457(c) of the Securities Act of 1933, as amended, on the basis
of the high and low selling prices of the Common Stock as reported
on the NASDAQ National Market on November 29, 1999.
(46) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h) and based on an exercise price of $5.7500
per share with respect to options granted under the 1995 Plan to
purchase 60,000 shares of Common Stock.
(47) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h) and based on an exercise price of $7.1250
per share with respect to options granted under the 1995 Plan to
purchase 40,000 shares of Common Stock.
(48) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h) and based on an exercise price of $8.1250
per share with respect to options granted under the 1995 Plan to
purchase 18,000 shares of Common Stock.
(49) Estimated solely for the purpose of calculating the
registration fee pursuant to Rule 457(h) and based on an
exercise price of $10.5000 per share with respect to options
granted under the 1995 Plan to purchase 20,000 shares of
Common Stock.
(50) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h) and based on an exercise price of $10.6250
per share with respect to options granted under the 1995 Plan to
purchase 40,000 shares of Common Stock.
(51) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h) and based on an exercise price of $10.6880
per share with respect to options granted under the 1995 Plan to
purchase 53,400 shares of Common Stock.
(52) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h) and based on an exercise price of $15.0000
per share with respect to options granted under the 1995 Plan to
purchase 50,000 shares of Common Stock.
(53) Estimated solely for the purpose of calculating the
registration fee pursuant to Rule 457(h) and based on an
exercise price of $15.6250 per share with respect to options
granted under the 1995 Plan to purchase 70,000 shares of
Common Stock.
(54) Represents the number of shares to be reoffered for sale by Selling
Shareholders who have already exercised their options under the 1995
Plan. See Reoffer Prospectus attached.
6
<PAGE>
(55) Calculated solely for purposes of this offering under Rule 457(c) of
the Securities Act of 1933, as amended, on the basis of the average
of the high and low selling prices per share of Common Stock as
reported on the NASDAQ National Market on November 29, 1999.
7
<PAGE>
Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may not be sold nor may
offers to buy be accepted prior to the time the registration statement becomes
effective. This prospectus shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of these securities
in any State in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such State.
CELGENE CORPORATION
37,749 SHARES
COMMON STOCK
(PAR VALUE $0.01 PER SHARE)
This Prospectus has been prepared for use in connection with proposed sales of
up to 37,749 shares (the "Securities") of common stock, par value $0.01 per
share (the "Common Stock") of Celgene Corporation ("Celgene") which may be made
from time to time by or for the account of certain selling shareholders listed
beginning on page 18 (the "Selling Shareholders"). Celgene will receive no part
of the proceeds of this offering. The Securities were acquired by the Selling
Shareholders by exercising options granted to them pursuant to the Celgene
Corporation 1995 Non-Employee Directors' Incentive Plan (the "1995 Plan") or the
Celgene Corporation 1992 Long-Term Incentive Plan (the "1992 Plan").
Celgene's common stock is traded on the NASDAQ National Market under the symbol
"CELG." The last reported sale price on December 1, 1999 was $63.672 per share.
The common stock may be sold in transactions in the NASDAQ National Market at
market prices then prevailing, in negotiated transactions or otherwise. See
"Plan of Distribution."
-------------------------
This offering involves material risks.
See "Risk Factors" beginning on page 10.
-------------------------
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if this
prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.
-------------------------
The date of this Prospectus is December 2, 1999.
8
<PAGE>
PROSPECTUS SUMMARY
You should read the following summary together with the more detailed
information, including the consolidated financial statements and the notes to
the financial statements and other information, incorporated by reference into
this prospectus.
THE COMPANY
We are a specialty pharmaceutical company that develops and
commercializes pharmaceutical products for human beings, focusing largely on the
immunology/oncology market and agrochemicals for crops. The initial therapeutic
focus of our immunology/oncology program is the development of: (i) small
molecule pharmaceuticals that have the potential to selectively regulate Tumor
Necrosis Factor ("TNF"), a protein whose overproduction has been linked to
many chronic inflammatory and immunological diseases and (ii) the development of
anti-angiogenic pharmaceuticals that can inhibit the growth of new blood vessels
in a growing tumor, making them potentially valuable anti-cancer agents. Our
lead pharmaceutical is THALOMID(R), our formulation of thalidomide, which is a
potent anti-angiogenic agent and a down regulator of TNF.
On July 16, 1998, we received approval from the U.S. Food and Drug
Administration (the "FDA") for THALOMID for the treatment of erythema nodosum
leprosum ("ENL"), an inflammatory complication of leprosy. We are working on an
additional New Drug Application ("NDA") to allow us to market THALOMID for the
treatment of certain cancers and cachexia (wasting) in patients with Acquired
Immune Deficiency Syndrome ("AIDS").
Working with the FDA, we have developed a comprehensive education
program and distribution system, the "System for Thalidomide Education and
Prescribing Safety," or the S.T.E.P.S.(TM) program, which is designed to support
the safe and appropriate use of thalidomide because of the drug's capacity to
cause birth defects. This program has been made a part of the THALOMID label. We
are also developing novel and proprietary thalidomide analogues, called
IMiDs(TM) (Immunomodulatory Drugs), as well as a class of proprietary
immunotherapeutic pharmaceutical compounds called SelCIDs(TM) ("Selective
Cytokine Inhibitory Drugs"). These two classes of compounds are orally
administered small molecules that suppress excess TNF production, have other
anti-angiogenic properties and are intended to treat chronic inflammatory
diseases, cancer and other disorders.
Our core chiral technology is based on biocatalysis, which involves the
identification and manipulation of enzymes to perform specialized chemical
reactions, such as the production of chirally pure compounds. Chirality refers
to the property of many chemical compounds to exist in two or more different
conformations that are mirror images of each other. While one conformation may
have beneficial effects, the other may be inactive or produce undesirable
effects. Chirally pure compounds contain only one of these conformations, and
thus may have attributes superior to those of the racemic mixture.
We are developing chirally pure versions of commercialized
pharmaceuticals to develop products having greater efficacy and fewer side
effects than the existing racemic versions. Our main product is a chirally pure
version of dl-methylphenidate (currently marketed under the trade name
Ritalin(R)) for the treatment of Attention Deficit Hyperactivity Disorder
("ADHD"). We initiated its Phase III pivotal trial program in the fourth quarter
of 1998. We previously completed a Phase I/II trial and announced that its
chirally pure version had demonstrated statistically significant efficacy versus
the placebo and preliminary indications of longer duration of action relative to
the racemic version.
9
<PAGE>
We are working to produce an array of novel, highly potent, selective,
safe, orally administered drugs that have the potential to regulate the
overproduction of TNF, as well as inhibiting angiogenesis. Overproduction of TNF
has been implicated in symptoms associated with certain chronic inflammatory
diseases. Chronic inflammatory and immunological diseases collectively afflict
millions of patients, and for the most part are inadequately treated with
existing therapies. We are developing two new classes of compounds, IMiDs and
SelCIDs, which have been demonstrated in in vitro tests using human cells to be
significantly more active than thalidomide in suppressing TNF production and, in
preclinical tests, have not demonstrated teratogenicity. Initially, the IMiDs
and the SelCIDs are targeted for use in treating inflammatory bowel disease,
rheumatoid arthritis and oncological applications. Our first SelCID was found to
be well tolerated in two Phase I clinical trials in the United Kingdom, and is
entering a pilot study to assess its potential for treating Crohn's disease in
the United States. The United States Patent and Trademark Office ("U.S. PTO")
has issued composition of matter patents to us relating to certain of these
novel IMiDs and SelCIDs.
We are also employing our biocatalytic chiral chemistry technology to
develop chirally pure versions of existing pharmaceutical products that may
demonstrate greater efficacy and/or fewer side effects. We filed Investigational
New Drug applications ("INDs") in the United States and Canada for a chirally
pure version of dl-methylphenidate, which has been used for decades in
formulations such as Ritalin(R) for the treatment of ADHD in children. We
completed our Phase I/II clinical trial of the drug in which our chirally pure
version demonstrated statistically significant efficacy versus placebo and
preliminary indications of longer duration of action relative to the racemic
version. We have initiated pivotal Phase III trials of that drug.
Through our Celgro(TM) subsidiary, we are also applying our chiral
technology to the production of chirally pure agrochemicals, in which Celgene's
biocatalytic process can add significant value by substantially lowering
manufacturing costs and reducing environmental impact. In 1998, Celgro entered
into agreements with two leading agrochemical companies to develop
cost-effective processes for the production of chirally pure versions of certain
products currently produced by those firms. Each agreement provides that the
customer will fund a research and development program conducted by us relating
to the customer's product, make milestone payments to us if certain benchmarks
are achieved and pay us a royalty if the program leads to commercial sales.
We have established a sales and marketing organization to commercialize
THALOMID and employ approximately 32 persons in this capacity. We intend to
develop and market our own pharmaceuticals for indications with smaller patient
populations. We anticipate partnering with larger pharmaceutical companies with
respect to drugs for indications with larger patient populations. We may create
partnerships with companies for the development and commercialization of our
chirally pure pharmaceuticals and agrochemical products. We expect that these
arrangements typically will include milestone payments, reimbursement of
research and development expenses and royalty arrangements.
We were incorporated in Delaware in 1986. Our principal executive
offices are located at 7 Powder Horn Drive, Warren, New Jersey 07059, and our
telephone and fax numbers are (732) 271-1001 and (732) 805-3931, respectively.
RISK FACTORS
We are dependent on product development and commercialization for continued
growth and development.
Many of our products and processes are in the early or mid-stages of
development and will require the commitment of substantial resources, extensive
research, development, preclinical testing, clinical trials,
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manufacturing scale-up, and regulatory approval prior to being ready for sale.
We have not yet sold any of our products other than THALOMID. All of the
pharmaceutical products under development will require further development,
clinical testing, and regulatory approvals, and there can be no assurance that
commercially viable products will result from these efforts. If any of our
products, if and when developed and approved, cannot be successfully
commercialized, our operating results could be materially adversely affected.
The pharmaceutical industry is subject to extensive government regulation and
there is no assurance of regulatory approval.
The preclinical development, clinical trials, manufacturing, marketing,
and labeling of pharmaceuticals are all subject to extensive regulation by
numerous governmental authorities and agencies in the United States and other
countries. There can be no assurance that we will be able to obtain the
necessary approvals required to market our products in any of these markets. The
testing, marketing, and manufacturing of our products will require regulatory
approval, including approval from the FDA, and, in certain cases, from the U.S.
Environmental Protection Agency (the "EPA"), or governmental authorities outside
of the United States that perform roles similar to those of the FDA and EPA. It
is not possible to predict how long the approval processes for any of our
products will take or whether any such approvals ultimately will be granted.
Positive results in preclinical testing and/or early phases of clinical studies
are no assurance of success in later phases of the approval process. Risks
associated with this process include:
o In general, preclinical tests and clinical trials can take
many years, and require the expenditure of substantial
resources, and the data obtained from these tests and trials
can be susceptible to varying interpretation that could delay,
limit, or prevent regulatory approval.
o Delays or rejections may be encountered during any stage of
the regulatory approval process based upon the failure of
the clinical or other data to demonstrate compliance with,
or upon the failure of the product to meet, the regulatory
agency's requirements for safety, efficacy, and quality or,
in the case of a product seeking an orphan drug indication,
because another designee received approval first. Further,
those requirements may become more stringent due to changes
in regulatory agency policy, or the adoption of new
regulations.
o Clinical trials may also be delayed due to unanticipated
side effects, the inability to locate, recruit and qualify
sufficient numbers of patients, lack of funding, the
inability to locate or recruit scientists, the redesign of
clinical trial programs, the inability to manufacture or
acquire sufficient quantities of the particular product
candidate or any other components required for clinical
trials, changes in focus of Celgene's or its collaborative
partner's development focus, and the disclosure of trial
results by competitors.
o The scope of any regulatory approval, when obtained, may
significantly limit the indicated uses for which a product
may be marketed.
o Approved drugs and agrochemicals, as well as their
manufacturers, are subject to on-going review, and discovery
of previously unknown problems with these products may result
in restrictions on their manufacture, sale or use or in their
withdrawal from the market.
Delays in obtaining, or the failure to obtain and maintain, necessary approvals
from the FDA, EPA, or other regulatory agencies for our proprietary products,
would have a material adverse effect on our business, financial condition, and
results of operations.
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There is no assurance of market acceptance of our products.
There can be no assurance that those of our products which receive
regulatory approval, including THALOMID, or for which no regulatory approval is
required, will achieve market acceptance. A number of factors render the degree
of market acceptance of our products uncertain, including the extent to which we
can demonstrate such products' efficacy, safety, and advantages over competing
products, as well as the reimbursement policies of third party payors, such as
government and private insurance plans. In addition, there can be no assurance
that our Celgro subsidiary will be able to negotiate a licensing agreement with
any agrochemical manufacturer on terms acceptable to us, or at all. Failure of
our products to achieve market acceptance would have a material adverse effect
on our business, financial condition, and results of operations.
We are subject to product liability risk and may not be able to obtain
insurance.
We may be subject to product liability or other claims based on
allegations that the use of our technology or products has resulted in adverse
effects, whether by participants in our clinical trials or by patients.
Thalidomide, when used by pregnant women, has resulted in serious birth defects.
Therefore, necessary and strict precautions must be taken by physicians
prescribing the drug to women with childbearing potential, and there can be no
assurance that such precautions will be observed in all cases or, if observed,
will be effective. Use of thalidomide has also been associated, in a limited
number of cases, with other side effects, including nerve damage. Although we
have product liability insurance in force that we believe is appropriate, there
can be no assurance that we will be able to obtain additional coverage as
required, or that such coverage will be adequate to protect us in the event
claims are asserted against us. Our obligation to defend against or pay any
product liability claim may have a material adverse effect on our business,
financial condition, and results of operations.
We may not be able to obtain patent coverage or otherwise protect our
proprietary technology.
Our success will depend, in part, on our ability to obtain and enforce
patents, protect trade secrets, obtain licenses to technology owned by third
parties when necessary, and conduct our business without infringing the
proprietary rights of others. The patent positions of pharmaceutical and
biotechnology firms, including us, can be uncertain and involve complex legal
and factual questions. In addition, the coverage sought in a patent application
can be significantly reduced before the patent is issued. Consequently, we do
not know whether any of our pending applications will result in the issuance of
patents or, if any patents are issued, whether they will provide significant
proprietary protection or commercial advantage, or will be circumvented by
others. We rely upon unpatented proprietary and trade secret technology that we
try to protect, in part, by confidentiality agreements with our collaborative
partners, employees, consultants, outside scientific collaborators, sponsored
researchers, and other advisors. There can be no assurance that these agreements
provide meaningful protection or that they will not be breached, that we would
have adequate remedies for any such breach, or that our trade secrets,
proprietary know-how, and technological advances will not otherwise become known
to others. In addition, there can be no assurance that, despite precautions
taken by us, others have not and will not obtain access to our proprietary
technology.
We have a history of operating losses, an accumulated deficit and will likely
need to seek additional funding.
We have sustained losses in each year since our incorporation in 1986.
We sustained a net loss of approximately $25.1 and $25.4 million for the years
ended December 31, 1998 and 1997, respectively, and $18.9 million for the nine
months ended September 30, 1999 and had an accumulated deficit of approximately
$144.6 million at December 31, 1998 and $163.5 million at September 30, 1999. We
expect to make
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substantial expenditures to further develop our immunotherapeutic and chiral
products, and, based on these expenditures, it is probable that losses will
continue for at least the next 12 months . We are currently utilizing our cash
resources at a rate of approximately $1.5 million per month. We expect that our
rate of spending generally will remain high as the result of increased clinical
trial costs and expenses associated with the regulatory approval process and
commercialization of products now in development. In order to assure funding for
our future operations, we will likely seek additional capital resources. There
can be no assurance, assuming we successfully raise additional funds or enter
into a business alliance, that we will achieve profitability or positive cash
flow. The cash and marketable securities position at September 30, 1999 was
approximately $18.6 million.
The pharmaceutical industry is highly competitive and subject to rapid
technological change.
The pharmaceutical and agrochemical businesses in which we operate are
highly competitive and subject to rapid and profound technological change. Our
present and potential competitors include major chemical and pharmaceutical
companies, as well as specialized biotechnology firms in the United States and
in other countries. Most of these companies have considerably greater financial,
technical, and marketing resources than us. We also experience competition from
universities and other research institutions and, in some instances, we compete
with others in acquiring technology from such sources. The pharmaceutical and
agrochemical industries have undergone, and are expected to continue to undergo,
rapid and significant technological change, and we expect competition to
intensify as technical advances in each field are made and become more widely
known. There can be no assurance that others will not develop products or
processes with significant advantages over those that we are seeking to develop.
Any such development could have a material adverse effect on our business,
financial condition, and results of operations.
We are dependent on one supplier for the raw material and encapsulation of
THALOMID.
We obtain all of our bulk drug material for THALOMID from a single
source. In addition, we currently rely on a single manufacturer to encapsulate
THALOMID. Because the FDA requires that all suppliers of pharmaceutical bulk
material and all manufacturers of pharmaceuticals for sale in the United States
achieve and maintain compliance with the FDA's current Good Manufacturing
Practice regulations and guidelines ("GMP"), if the operations of the sole
supplier or the sole encapsulator were to become unavailable for any reason, the
required FDA review of the operations of a new supplier or new encapsulator
could cause a delay in the manufacture of THALOMID. Such a delay could have a
material adverse effect on our business, financial condition, and results of
operations.
We are dependent on collaborations and licenses with third parties.
Our ability to fully commercialize our proprietary products, if
developed, may depend to some extent upon our ability to enter into joint
ventures or other arrangements with established pharmaceutical companies with
the requisite experience and financial and other resources to obtain regulatory
approval, and to manufacture and market such products. Accordingly, our success
will depend, in part, upon the subsequent success of such third parties in
performing preclinical testing and clinical trials, obtaining the requisite
regulatory approvals, scaling up manufacturing, successfully commercializing the
licensed product candidates and otherwise performing their obligations. There
can be no assurance that we will be able to enter into acceptable collaborative
and licensing arrangements on acceptable terms, if at all, that such
arrangements will be successful, that the parties with which we may establish
arrangements will perform their obligations, or that potential collaborators
will not compete with us by seeking alternative means of developing therapeutics
for the diseases targeted by us. There can be no assurance that our existing or
future arrangements will lead to the development of product candidates or
compounds with commercial potential, that we will be able to obtain or
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maintain proprietary rights or licenses for the proprietary rights with respect
to any technology or product candidates or compounds developed in connection
with these arrangements, or that we will be able to ensure the confidentiality
of any proprietary rights and information developed in such arrangements or
prevent the public disclosure thereof.
We have no manufacturing capabilities.
The manufacture of large quantities of pharmaceuticals is a complex
process, and all pharmaceutical manufacturing facilities must comply with
applicable regulations of the FDA. We currently have no experience in, or our
own facilities for, manufacturing any products on a commercial scale. We
currently obtain bulk drug material for THALOMID from a third-party and utilize
another manufacturer to produce dosage form THALOMID. We intend to utilize
outside manufacturers if and when needed to produce our other products on a
commercial scale. There can be no assurance that such manufacturers will meet
our requirements for quality, quantity, or timeliness, or that these
manufacturers will achieve and maintain compliance with all applicable
regulations.
We have limited marketing capabilities.
We have a sales and marketing organization to commercialize THALOMID,
and with respect to certain other products, we may seek a corporate partner to
provide such services. Any delay in developing these resources may have a
material adverse impact on potential sales. We have contracted with a specialty
distributor to distribute THALOMID. Failure of such specialty distributor to
properly and continuously perform its obligations under such agreement could
have a material adverse effect on our business.
Product pricing is uncertain and we are dependent on third-party reimbursement.
Sales of our pharmaceutical products will depend, in part, on the
extent to which the costs of such products will be paid by health maintenance,
managed care, pharmacy benefit and similar health care management organizations,
or reimbursed by government health administration authorities, private health
coverage insurers, and other third party payors. These health care management
organizations and third party payors are increasingly challenging the prices
charged for medical products and services. Additionally, the containment of
health care costs has become a priority, and the prices of pharmaceutical and
biotechnology drugs have been targeted in this effort. There can be no assurance
that our products will be considered cost effective by payors, that
reimbursement will be available or, if available, that the level of
reimbursement will be sufficient to allow us to sell our products on a
profitable basis.
We are dependent on key personnel for our continued growth and development.
Our success will depend, in large part, on our ability to continue to
attract and retain highly skilled scientific and management personnel.
Competition for such personnel is intense, and there can be no assurance that we
will be able to attract and retain such persons. The loss of our executive
officers or scientific personnel, or our failure to attract and retain other
highly skilled personnel would have a material adverse effect on our business,
financial condition, and results of operations. We do not maintain key man life
insurance coverage on the lives of any of our officers or key employees.
Environmental and safety hazards are a risk.
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We use certain hazardous materials in our research and development
activities. While we believe we are currently in substantial compliance with the
federal, state, and local laws and regulations governing such use, there can be
no assurance that accidental injury or contamination will not occur. Any such
accident or contamination could result in substantial liabilities, which could
exceed our resources. Additionally, there can be no assurance that the cost of
compliance with environmental and safety laws and regulations will not be
greater than currently expected.
The number of shares of common stock eligible for future sale could adversely
affect the market price of our common stock.
Future sales of substantial amounts of common stock could adversely
affect the prevailing market price of our common stock. As of September 30,
1999, there were outstanding stock options for approximately 2,765,616 shares of
common stock, of which approximately 1,454,373 were currently exercisable, and
warrants either outstanding or issuable upon demand that are exercisable for
602,834 shares of common stock. In addition, the 9.25% convertible note can be
converted to 795,455 shares of common stock, the 9% convertible note issued on
January 20, 1999 can be converted to 833,333 shares of common stock, and the 9%
convertible note issued on July 6, 1999 can be converted to 789,474 shares of
common stock. All shares of common stock referred to in this paragraph would be
freely tradable upon issuance.
We may experience fluctuations in our quarterly operating results.
We have historically experienced, and expect to continue for the
foreseeable future to experience, significant fluctuations in our quarterly
operating results. This fluctuation is due to a number of factors, many of which
are outside our control, including the timing of receipt of certain research and
development payments. Future operating results will depend on many factors,
including demand for our products, regulatory approvals, the timing of the
introduction and market acceptance of new products by us or competing companies,
our ability to control costs and our ability to attract and retain highly
qualified scientific and management personnel. Such quarterly fluctuations in
operating results may result in volatility of our stock price.
Our stock price has experienced substantial volatility.
There has been significant volatility in the market prices for publicly
traded shares of specialty pharmaceuticals companies, including ours. There can
be no assurance that the price of our common stock will remain at or exceed
current levels. Factors such as announcements of technical or product
developments by us or our competitors, market conditions for specialty
pharmaceutical stocks in general, governmental regulation, healthcare
legislation, public announcements regarding medical advances in the treatment of
the disease states that we are targeting, or patent or proprietary rights
developments may have a significant adverse impact on the market price of our
common stock.
Our shareholder rights plan and certain charter and by-law provisions may
dissuade a potential acquiror.
Our board of directors has adopted a shareholder rights plan (the
"Rights Plan"), the purpose of which is to protect stockholders against
unsolicited attempts to acquire control of us that do not offer a fair price to
all of our stockholders. The Rights Plan is not intended to prevent, and should
not prevent, an offer to acquire Celgene at a price and on terms that are in the
best interests of all stockholders, or a negotiated transaction to sell Celgene
for a purchase price determined by our board of directors to be in our and our
stockholders' best interests, nor should it have a material adverse affect on
the ability of a person or group to obtain representation on or control of the
board of directors through a proxy contest. Nonetheless, the Rights Plan
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may have the effect of dissuading a potential acquirer from making an offer for
all the outstanding shares of Common Stock at a price that represents a premium
to the then current trading price.
Moreover, our board of directors has the authority to issue, at any
time, without further stockholder approval, up to 5,000,000 shares of preferred
stock, and to determine the price, rights, privileges, and preferences of those
shares. Such issuance could adversely affect the holders of common stock, and
could discourage a third party from acquiring a majority of our outstanding
voting stock.
Additionally, our board of directors has adopted certain amendments to
our by-laws intended to strengthen the board's position in the event of a
hostile takeover attempt. The by-law provisions provide:
o Only persons who are nominated in accordance with the
procedures set forth in the by-laws shall be eligible for
election as directors of Celgene, except as may be otherwise
provided in the by-laws.
o Only business brought before the annual meeting by
the board of directors or by a stockholder who complies with
the procedures set forth in the by-laws may be transacted at
an annual meeting of stockholders.
o Only the chairman of the board, if any, the chief
executive officer, the president, the secretary, or a majority
of the board of directors may call special meetings of our
stockholders.
o A procedure for the board of directors is established
to fix the record date whenever stockholder action by written
consent is undertaken.
o A vote of holders of two-thirds of the outstanding
shares of Common Stock is required to amend certain by-law
provisions.
Furthermore, Celgene is subject to the provisions of Section 203 of the Delaware
General Corporation Law, an anti-takeover law. In general, the statute prohibits
a publicly held Delaware corporation from engaging in a "business combination"
with an "interested stockholder" for a period of three years after the date of
the transaction in which the person became an interested stockholder, unless the
business combination is approved in a prescribed manner. For purposes of Section
203, a "business combination" includes a merger, asset sale or other transaction
resulting in a financial benefit to the interested stockholder, and an
"interested stockholder" is a person who, together with affiliates and
associates, owns (or within three years prior, did own) 15% or more of the
corporation's voting stock.
We have not paid and do not intend to pay dividends on our common stock.
We have never declared or paid cash dividends on our common stock, and
do not anticipate doing so in the foreseeable future.
The failure of governmental agencies and our vendors and customers to be Year
2000 compliant could cause a material disruption in our business.
Beginning in the Year 2000, the date fields coded in some software
products and computer systems will need to accept four digit entries in order to
distinguish 21st century dates from 20th century dates and, as a
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result, many companies' software and computer systems may need to be upgraded or
replaced in order to comply with such "Year 2000" requirements.
Systems that do not properly recognize such information could generate
erroneous data or cause a system to fail. Significant uncertainty exists in the
software industry concerning the potential effects associated with such
compliance issues.
Our Chief Information Officer, in conjunction with outside consultants
has assessed our systems with regard to Year 2000 compliance and the
implementation for Year 2000 compliant systems is nearing completion. During
1998, we replaced all personal computers, with the exception of several
computers connected to laboratory analytic equipment, with Year 2000 compliant
machines. All applications other than those used in the laboratory equipment,
are Year 2000 compliant. We have completed an assessment of the laboratory
computers and have begun the replacement of non-Year 2000 compliant machines. We
expect this portion of the project to be completed by year end. We have spent
less than $1.0 million on the systems upgrades to date. Additional expenditures
are expected to be less than $500,000. We use outside vendors to produce,
encapsulate, package, process orders, invoice and maintain accounts receivable
records for THALOMID. We have received certifications from such vendors that the
systems utilized are or will be Year 2000 compliant before the end of 1999.
Based on current plans and efforts to date, we expect that there will be no
material adverse effect on operations. There can be no assurance, however, that
all problems will be foreseen and corrected, that Year 2000 problems at
Celgene's vendors, customers, and at governmental agencies will not adversely
affect us, or that no material disruption of our business will occur as a result
of Year 2000 problems. Accordingly, have developed we contingency plans to
address the possible occurrence of Year 2000 problems.
The statements contained in the foregoing Year 2000 readiness
disclosure are subject to certain protection under the Year 2000 Information and
Readiness Disclosure Act.
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USE OF PROCEEDS
The shares of Common Stock being offered hereby are for the account of the
Selling Stockholders. Accordingly, Celgene will not receive any of the proceeds
from the sale of the shares being offered hereby. See "Selling Stockholders."
SELLING STOCKHOLDERS
The following sets forth certain information as of the date of this
Prospectus with respect to the Selling Shareholders. All of the shares of Common
Stock that may be resold by the Selling Shareholders pursuant to this Reoffer
Prospectus represent shares they acquired upon exercising their Options granted
to them pursuant to the 1995 Plan or the 1992 Plan ("Options").
Some of the Selling Shareholders are Non-Affiliates (as defined in Rule
501(b) of Regulation D of the Security Act of 1933) who hold less than the
lesser of 1,000 shares or 1% of the shares of Common Stock issuable under the
1992 Plan. The aggregate number of shares of Common Stock being reoffered by
these Non-Affiliate Selling Shareholders is 1,749.
The remaining Selling Shareholder is Richard C.E. Morgan. His aggregate
number of shares of Common Stock held prior to this Registration Statement upon
exercise of his Options granted under the 1995 Plan is 36,000. The aggregate
number of shares of Common Stock being reoffered by Mr. Morgan is 36,000.
Celgene will not receive any of the proceeds from the sales of such
shares.
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PLAN OF DISTRIBUTION
The common stock covered by this prospectus may be offered and sold
from time to time by the selling stockholders, including in one or more of the
following transactions:
o on the NASDAQ National Market;
o in transactions other than the NASDAQ National Market;
o in connection with short sales;
o by pledge to secure debts and other obligations;
o in connection with the writing of options, in hedge
transactions, and in settlement of other transactions in
standardized or over-the-counter options;
o in a combination of any of the above transactions; or
o pursuant to Rule 144, assuming the availability of an exemption
from registration.
The selling stockholders may sell their shares at market prices
prevailing at the time of sale, at prices related to prevailing market prices,
at negotiated prices, or at fixed prices.
Broker-dealers that are used to sell shares will either receive
discounts or commissions from the selling stockholders, or will receive
commissions from the purchasers for whom they acted as agents.
The sale of common stock by the selling stockholders is subject to
compliance by the selling stockholders with certain contractual restrictions
with Celgene, including certain restrictions contained in a registration rights
agreement between Celgene and the selling stockholders. There can be no
assurance that the selling stockholders will sell all or any of the common
stock.
Celgene and the selling stockholders have agreed to customary
indemnification obligations with respect to the sale of the common stock by use
of this prospectus.
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DESCRIPTION OF CAPITAL STOCK
We have filed a registration statement with the SEC registering and
describing the Common Stock. For further information on Celgene and the Common
Stock, you should refer to our registration statement on Form 8-A as set forth
under "Incorporation by Reference."
LEGAL MATTERS
Proskauer Rose LLP, New York, NY has passed on the validity of the
shares.
EXPERTS
The consolidated financial statements of Celgene Corporation and
subsidiary as of December 31, 1998 and 1997, and for each of the years in the
three-year period ended December 31, 1998, have been incorporated by reference
herein, and in the registration statement in reliance upon the report of KPMG
LLP, independent certified public accountants, incorporated by reference herein
upon the authority of said firm as experts in accounting and auditing.
WHERE YOU CAN FIND MORE INFORMATION
Celgene files reports with the SEC on a regular basis that contain
financial information and results of operations. You may read or copy any
document that Celgene files with the SEC at the SEC's Public Reference Room at
450 Fifth Street, N.W., Washington, D.C. 20549 and 7 World Trade Center, Suite
1300, New York, New York 10048. You may obtain information about the Public
Reference Room by calling the SEC for more information at 1-800-SEC-0330.
Celgene's SEC filings are also available at the SEC's web site at
http://www.sec.gov.
INCORPORATION BY REFERENCE
The SEC allows us to "incorporate by reference" the information we file
with them, which means that we can disclose important information to you by
referring you to those documents. The information incorporated by reference is
considered to be part of this prospectus, and information that we file later
with the SEC will automatically update and supersede this information. We
incorporate by reference the documents listed below and any future filings that
we will make with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the
Securities Exchange Act of 1934.
1. Annual Report on Form 10K for the fiscal year ended December
31, 1998, as amended by an Amendment on Form 10-K/A and an Amendment on Form
10-K/A-2.
2. Quarterly Report on Form 10-Q for the fiscal quarter ended March
31, 1999.
3. Quarterly Report on Form 10-Q for the fiscal quarter ended June
30, 1999.
4. Quarterly Report on Form 10-Q for the fiscal quarter ended
September 30, 1999.
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5. The description of the common stock set forth in the
registration statement on Form 8-A, File No. 0-16132, including any amendments
or reports filed for the purpose of updating such description.
You may request a copy of these filings, at no cost, by writing or
telephoning our Secretary at the following address:
Celgene Corporation
7 Powder Horn Drive
Warren, NJ 07059
(732) 271-1001
This Reoffer Prospectus is part of a registration statement we filed
with the SEC. You should rely only on the information or representations
provided in this Reoffer Prospectus. We have authorized no one to provide you
with different information. We are not making an offer of these securities in
any state where the offer is not permitted. You should not assume that the
information in this Reoffer Prospectus is accurate as of any date other than the
date on the front of the document.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed with the Securities and Exchange Commission
(the "Commission") by Celgene Corporation, a Delaware corporation (the
"Corporation" or the "Registrant"), are incorporated herein by reference:
(1) the description of the Corporation's Common Stock, par
value $.01 per share, contained in the Corporation's Registration Statement on
Form 8-A (File No. 0-16132), filed pursuant to Section 12 of the Securities
Exchange Act of 1934;
(2) the Corporation's Annual Report on Form 10-K for the
fiscal year ended December 31, 1998, filed with the Commission on March 31,
1999, as amended by an Amendment on Form 10-K/A and an Amendment on Form
10-K/A-2;
(3) the Corporation's Quarterly Report on Form 10-Q for
the fiscal quarter ended March 31, 1999, filed with the Commission on May 13,
1999;
(4) the Corporation's Quarterly Report on Form 10-Q for
the fiscal quarter ended June 30, 1999, filed with the Commission on August 13,
1999;
(5) the Corporation's Quarterly Report on Form 10-Q for
the fiscal quarter ended September 30, 1999, filed with the Commissioner on
November 15, 1999;
(6) the Corporation's Current Report on Form 8-K, filed with
the Commission on February 23, 1999; and
(7) all documents subsequently filed by the Corporation
pursuant to Sections 13(a), 13(c), 14, or 15(d) of the Securities Exchange Act
of 1934, prior to the filing of a post-effective amendment which indicates that
all securities offered have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be part hereof from the date of filing such
documents.
Any statement in a document incorporated or deemed to be incorporated by
reference herein shall be deemed to be modified or superseded for the purposes
of this Registration Statement to the extent that a statement contained herein
or in any other subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement. Any
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Registration Statement.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Article EIGHTH of the Corporation's Certificate of Incorporation provides
that the Corporation shall indemnify, to the fullest extent authorized by the
Delaware General Corporation Law, its officers and directors against all
expenses,
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judgments, fines and amounts paid in settlement incurred in connection with any
civil, criminal, administrative or investigative action, suit or proceeding. The
Certificate of Incorporation also extends indemnification to those serving at
the request of the Corporation as directors, officers, employees or agents of
other enterprises.
In addition Article TENTH of the Corporation's Certificate of
Incorporation provides that no director of the Corporation shall be liable to
the Corporation or any of its stockholders for monetary damages for breach of
fiduciary duty as a director, except for director's liability (i) for breach of
the director's duty of loyalty to Celgene or its stockholders, (ii) for acts of
or omissions of such director not in good faith or which involve intentional
misconduct or a knowing violation of law, (iii) under Section 174 of the
Delaware General Corporation Law, or (iv) for any transaction from which the
director derived an improper personal benefit.
Section 145 of the General Corporation Law of the State of Delaware
permits a corporation to indemnify its directors and officers against expenses
(including attorney's fees), judgments, fines and amounts paid in settlements
actually and reasonably incurred by them in connection with any action, suit or
proceeding brought by third parties, if such directors or officers acted in good
faith and in a manner they reasonably believed to be in or not opposed to the
best interests of the corporation and, with respect to any criminal action or
proceeding, had no reason to believe their conduct was unlawful. In a derivative
action, i.e., one by or in the right of the corporation, indemnification may be
made only for expenses actually and reasonably incurred by directors and
officers in connection with the defense or settlement of an action or suit, and
only with respect to a matter as to which they shall have acted in good faith
and in a manner they reasonably believed to be in or not opposed to the best
interest of the corporation, except that no indemnification shall be made if
such person shall have been adjudged liable to the corporation, unless and only
to the extent that the court in which the action or suit was brought shall
determine upon application that the defendant officers or directors are
reasonably entitled to indemnity for such expenses despite such adjudication of
liability.
Section 102(b)(7) of the General Corporation Law of the State of Delaware
provides that a corporation may eliminate or limit the personal liability of a
director to the corporation or its stockholders for monetary damages for breach
of fiduciary duty as a director, provided that such provision shall not
eliminate or limit the liability of a director (i) for any breach of the
director's duty of loyalty to the corporation or its stockholders, (ii) for acts
or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) under Section 174 of the General Corporation Law
of the State of Delaware, or (iv) for any transaction from which the director
derived an improper personal benefit. No such provision shall eliminate or limit
the liability of a director for any act or omission occurring prior to the date
when such provision becomes effective.
Pursuant to Section 145 of the General Corporation Law of the State of
Delaware, Celgene maintains directors' and officers' liability insurance
coverage.
Item 7. Exemption from Registration Claimed.
The 37,749 shares of restricted Common Stock being reoffered in a separate
reoffer prospectus pursuant to this Registration Statement were exempted from
registration under Rule 505 of Regulation D of the Securities Act of 1933.
Specifically, the aggregate offering price for 1,749 shares was $29,267.64 (less
than $5 million) and there were no more than 35 purchasers (as defined in Rule
501(e)). In addition, the aggregate offering price for 36,000 shares was
$235,000 (less than $5 million) and the shares were offered only to directors
who were considered Accredited Investors as defined in Rule 501(a)(4).
Item 8. Exhibits.
5.1 Opinion of Proskauer Rose LLP
23.1 Consent of KPMG LLP
23.2 Consent of Proskauer Rose LLP (included in Exhibit 5.1)
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24.1 Power of Attorney (see signature page)
99.1 Celgene Corporation 1992 Long-Term Incentive Plan (incorporated
by reference to Exhibit A to the Proxy Statement of the
Registrant, filed May 30, 1997).
99.2 Celgene Corporation 1995 Non-Employee Directors' Incentive Plan
(incorporated by reference to Exhibit A to the Proxy Statement of
the Registrant, filed May 24, 1999).
Item 9. Undertakings.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales
are being made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or
events arising after the effective date of the registration
statement (or the most recent post-effective amendment thereof)
which, individually or in the aggregate, represent a fundamental
change in the information set forth in the registration
statement. Notwithstanding the foregoing, any increase or
decrease in the volume of securities offered (if the total dollar
value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if,
in the aggregate, the changes in volume and price represent no
more than 20 percent change in the maximum aggregate offering
price set forth in the "Calculation of Registration Fee" table in
the effective registration statement.
(iii) To include any material information with respect
to the plan of distribution not previously disclosed in the
registration statement or any material change to such information
in the registration statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
registration statement is on Form S-3, Form S-8, or Form F-3, and the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the Registrant pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in the registration
statement.
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective amendment shall
be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at the time shall be
deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a
post-effective amendment any of the securities being registered which
remain unsold at the termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act of 1933, each filing of
the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers, and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is
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<PAGE>
against public policy as expressed in the Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities (other
than the payment by the Registrant of expenses incurred or paid by a director,
officer, or controlling person of the Registrant in the successful defense of
any action, suit, or proceeding) is asserted by such director, officer, or
controlling person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final adjudication of such
issue.
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<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Warren, State of New Jersey, on December 2,
1999.
CELGENE CORPORATION
By: /s/ John W. Jackson
-------------------
John W. Jackson
Chairman of the Board and
Chief Executive Officer
SIGNATURES AND POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that each person whose signature appears
below constitutes and appoints John W. Jackson and Sol J. Barer, Ph.D., and each
of them, his true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, to act, without the other, for him and in his
name, place, and stead, in any and all capacities, to sign a Registration
Statement on Form S-8 of Celgene Corporation (the "Corporation") and any or all
amendments (including post-effective amendments) thereto, relating to the
registration, under the Securities Act of 1933, as amended, of shares of Common
Stock of the Corporation to be issued pursuant to the Corporation's 1992 Long-
Term Incentive Plan and the 1995 Non-Employee Directors' Incentive Plan and to
file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as full to all intents and purposes as he might or could do in person,
hereby ratifying and confirming all that said attorneys-in-fact and agents, or
any of them, their substitute or substitutes may lawfully do or cause to be done
by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated.
Signatures Title Date
---------- ----- ----
/s/ John W. Jackson Chairman of the Board and December 2, 1999
- ------------------------ Chief Executive Officer
John W. Jackson (Principal Executive Officer)
/s/ Sol J. Barer, Ph.D. Director December 2, 1999
- ------------------------
Sol J. Barer, Ph.D.
/s/ Robert Hugin Chief Financial Officer December 2, 1999
- ------------------------ (Principal Accounting and
Robert Hugin Financial Officer)
Director December 2, 1999
- ------------------------
Jack L. Bowman
/s/ Frank T. Cary Director December 2, 1999
- ------------------------
Frank T. Cary
/s/ Arthur Hull Hayes,
Jr., M.D. Director December 2, 1999
- ------------------------
Arthur Hull Hayes, Jr.,
M.D.
<PAGE>
Signatures Title Date
---------- ----- ----
/s/ Gilla Kaplan, Ph.D. Director December 2, 1999
- -------------------------
Gilla Kaplan, Ph.D.
/s/ Richard C.E. Morgan Director December 2, 1999
- ------------------------
Richard C.E. Morgan
/s/ Walter L. Robb, Ph.D. Director December 2, 1999
- -------------------------
Walter L. Robb, Ph.D.
- ------------------------- Director December 2, 1999
Lee J. Schroeder
EXHIBIT INDEX
-------------
Exhibit Description of Exhibit
------- ----------------------
5.1 Opinion of Proskauer Rose LLP
23.1 Consent of KPMG LLP
23.2 Consent of Proskauer Rose LLP
(included in Exhibit 5.1)
24.1 Power of Attorney (included in
the signature page)
<PAGE>
EXHIBIT 5.1
December 2, 1999
Celgene Corporation
7 Powder Horn Drive
Warren, New Jersey 07059
Dear Sirs:
We are acting as counsel to Celgene Corporation, a Delaware corporation
("Celgene"), in connection with the Registration Statement on Form S-8 with
exhibits thereto (the "Registration Statement") filed by Celgene under the
Securities Act of 1933, as amended, and the rules and regulations thereunder,
relating to 1,000,000 shares (collectively the "Shares") of Common Stock, par
value $.01 per share, of Celgene. The Shares may be issued pursuant to Celgene's
1992 Long-Term Incentive Plan or the 1995 Non-Employee Directors' Incentive Plan
(collectively "the Plans"); 37,749 of such Shares have already been issued
pursuant to exercised options and are now being reoffered by certain Selling
Shareholders as outlined in the attached Reoffer Prospectus.
We have participated in the preparation of the Registration
Statement and have reviewed the corporate proceedings in connection with the
adoption of the Plans and the prospective reoffer of 37,749 of the Shares . We
have also examined and relied upon originals or copies, certified or otherwise
authenticated to our satisfaction, of all such public officials and of
representatives of Celgene, and have made such investigation of law, and have
discussed with representatives of Celgene and such other persons such questions
of fact, as we have deemed proper and necessary as a basis for this opinion.
Based upon, and subject to, the foregoing, we are of the opinion that
the Shares are duly authorized, and are or will be validly issued, fully paid
and non-assessable upon issuance of Shares in accordance with the Plans and upon
the exercise of the options issued pursuant to the Plans, as the case may be.
We hereby consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement. In giving the foregoing consent, we do not admit that we
are in the category of persons whose consent is required under Section 7 of the
Securities Act of 1933 or the rules and regulations of the Securities and
Exchange Commission promulgated thereunder.
Very truly yours,
/s/ Proskauer Rose LLP
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
To the Board of Directors of Celgene Corporation:
We consent to the use of our report incorporated herein by reference and to the
reference to our firm under the heading "EXPERTS" in the prospectus.
Short Hills, New Jersey
December 2, 1999
<PAGE>
