<PAGE>
SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement [ ] Confidential, For Use of the
Commission Only (as permitted by
[X] Definitive Proxy Statement Rule 14a-6(e)(2))
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
CELGENE CORPORATION
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(Name of Registrant as Specified in Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed pursuant to
Exchange Act Rule 0-11 (set forth the amount on which the filing fee is
calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[ ] Fee paid previously with preliminary materials:
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[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the form or schedule and the date of its filing.
(1) Amount previously paid:
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(2) Form, Schedule or Registration Statement no.:
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(3) Filing Party:
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(4) Date Filed:
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<PAGE>
CELGENE CORPORATION
7 POWDER HORN DRIVE
WARREN, NEW JERSEY 07059
March 21, 2000
Dear Stockholder:
On behalf of the Board of Directors, I cordially invite you to attend a
Special Meeting of Stockholders of Celgene Corporation. The Special Meeting will
be held on Monday, April 10, 2000, beginning at 10:00 a.m., local time, at the
offices of Proskauer Rose LLP, 1585 Broadway, 26th floor, New York, New York
10036. The formal Notice of Special Meeting is set forth in the enclosed
material.
At the Special Meeting, you will be asked to consider and vote upon a
proposal to approve an increase in the number of authorized shares of common
stock. The Board of Directors recommends that you vote FOR this proposal.
It is important that your views be represented whether or not you are able
to be present at the Special Meeting. Please sign and return the enclosed proxy
card promptly.
We appreciate your investment in Celgene Corporation and urge you to return
your proxy card as soon as possible.
Sincerely,
John W. Jackson
Chairman of the Board and
Chief Executive Officer
<PAGE>
CELGENE CORPORATION
7 POWDER HORN DRIVE
WARREN, NEW JERSEY 07059
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NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
------------------
A Special Meeting of Stockholders of CELGENE CORPORATION (the "Company")
will be held at the offices of Proskauer Rose LLP, 1585 Broadway, 26th floor,
New York, New York 10036 on April 10, 2000, at 10:00 a.m., local time, for the
following purposes:
1. to approve an amendment to the Company's Certificate of Incorporation to
(i) increase the number of authorized shares of the Company's common
stock, par value $.01 per share ("Common Stock") from 30,000,000 to
120,000,000 shares and (ii) effect a three-for-one split of the Common
Stock.
2. to transact any such other business as may properly come before the
Special Meeting and at any adjournment thereof.
The Board of Directors has fixed the close of business on March 10, 2000 as
the record date for determining stockholders entitled to notice of and to vote
at the meeting.
A proxy and return envelope are enclosed for your convenience.
By order of the Board of Directors
JOHN W. JACKSON
Chairman of the Board and
Chief Executive Officer
March 21, 2000
YOUR VOTE IS IMPORTANT
Please mark, sign, and date the enclosed
proxy card and return it promptly
in the enclosed self-addressed, stamped envelope.
<PAGE>
CELGENE CORPORATION
7 POWDER HORN DRIVE
WARREN, NEW JERSEY 07059
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PROXY STATEMENT
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This Proxy Statement is furnished to the stockholders of Celgene
Corporation, a Delaware corporation (the "Company"), in connection with the
solicitation of proxies by the Board of Directors for use at a Special Meeting
of Stockholders (the "Meeting" or "Special Meeting") of the Company to be held
on April 10, 2000, and at any adjournment thereof. A copy of the notice of
meeting accompanies this Proxy Statement. It is anticipated that the mailing of
this Proxy Statement will commence on or about March 21, 2000.
Only stockholders of record at the close of business on March 10, 2000, the
record date for the Special Meeting, will be entitled to notice of and to vote
at the Special Meeting. On the record date the Company had outstanding
21,374,423 shares of common stock, par value $.01 per share (the "Common
Stock"), which are the only securities of the Company entitled to vote at the
Special Meeting, each share being entitled to one vote.
Stockholders who execute proxies may revoke them by giving written notice
to the Chief Executive Officer of the Company at any time before such proxies
are voted. Attendance at the Meeting shall not have the effect of revoking a
proxy unless the stockholder attending shall, in writing, so notify the
Secretary of the Meeting at any time prior to the voting of the proxy.
The Board of Directors does not know of any matter that is expected to be
presented for consideration at the Meeting, other than the approval of an
amendment to the Company's Certificate of Incorporation to (i) increase the
number of authorized shares of the Common Stock from 30,000,000 to 120,000,000
shares and (ii) effect a three-for-one split of the Company's Common Stock.
However, if other matters properly come before the Meeting, the persons named in
the accompanying proxy intend to vote thereon in accordance with their judgment.
The Company will bear the cost of the Meeting and the cost of soliciting
proxies, including the cost of mailing the proxy material. In addition to
solicitation by mail, directors, officers, and regular employees of the Company
(who will not be specifically compensated for such services) may solicit proxies
by telephone or otherwise. Arrangements will be made with brokerage houses and
other custodians, nominees, and fiduciaries to forward proxies and proxy
material to their principals, and the Company will reimburse them for their
expenses. In addition, the Company has retained D.F. King & Co., Inc. of New
York, New York, a proxy solicitation organization, to assist in the solicitation
of proxies. D.F. King's fee is estimated to be $5,000, plus reasonable
out-of-pocket expenses.
All proxies received pursuant to this solicitation will be voted except as
to matters where authority to vote is specifically withheld and, where a choice
is specified as to the proposal, they will be voted in accordance with such
specification. If no instructions are given, the persons named in the proxy
solicited by the Board of Directors of the Company intend to vote FOR the
amendment to the Company's Certificate of Incorporation.
A majority of the outstanding shares of Common Stock entitled to vote on
the Record Date, whether present, in person or represented by proxy, will
constitute a quorum for the transaction of business at the Special Meeting and
any adjournment or postponement thereof. Abstentions and broker non-votes will
be counted as present or represented for purposes of establishing a quorum for
the transaction of business.
<PAGE>
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The table below sets forth the beneficial ownership of the Common Stock as
of February 29, 2000 (i) by each director, (ii) by each of the named executive
officers, (iii) by all directors and executive officers of Celgene 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>
<CAPTION>
NAME AMOUNT AND NATURE
OF PERCENT OF
BENEFICIAL OWNERSHIP CLASS
- ------------------------------------------------------- ---------------------------- -------------
<S> <C> <C>
John W. Jackson ....................................... 388,133 (1) 1.8%
Sol J. Barer, Ph.D. ................................... 232,427 (1)(2) 1.1%
Robert J. Hugin ....................................... 11,667 (1) *
Frank T. Cary ......................................... 97,780 *
Arthur Hull Hayes, Jr., M.D. .......................... 40,000 (1) *
Richard C.E. Morgan ................................... 79,090 (1)(3) *
Walter L. Robb, Ph.D. ................................. 100,000 (1) *
Lee J. Schroeder ...................................... 56,000 (1) *
Gilla Kaplan .......................................... 16,700 (1) *
Jack L. Bowman ........................................ 12,700 (1) *
All directors and current executive officers of the
Company as a group (ten persons) ..................... 1,040,497 (4) 4.7%
Donald P. Moriarty (5) ................................ 1,122,500 (5) 5.3%
c/o McGrath, Doyle & Phair
150 Broadway
New York, NY 10038
Pilgrim Baxter & Associates Ltd. ...................... 1,084,500 (6) 5.1%
825 Duportail Road
Wayne, PA 19087
</TABLE>
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* Less than one percent (1%).
(1) Includes shares of Common Stock which the directors and executive officers
have the right to acquire through the exercise of options within 60 days of
February 29, 2000, as follows: John W. Jackson -- 327,123; Sol J. Barer --
232,412; Robert J. Hugin -- 11,667; Frank T. Cary -- 0; Arthur Hull Hayes,
Jr. -- 40,000; Richard C.E. Morgan -- 25,000 shares; Walter L. Robb --
64,000; Lee J. Schroeder -- 20,000; Gilla Kaplan -- 16,700; Jack Bowman --
11,700. 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 February 29, 2000, as follows: John W.
Jackson -- 246,667; Sol J. Barer -- 96,668; Robert J. Hugin -- 173,333;
Frank T. Cary -- 10,000; Arthur Hull Hayes, Jr. -- 10,000; Richard C.E.
Morgan -- 10,000; Walter L. Robb -- 10,000; Lee J. Schroeder -- 10,000;
Gilla Kaplan -- 25,333; and Jack L. Bowman -- 20,000.
(2) Includes with respect to Dr. Barer, 15 shares owned by the daughter of Dr.
Barer, as to which shares Dr. Barer disclaims beneficial ownership.
(3) Includes with respect to Mr. Morgan, 90 shares owned by the son of Mr.
Morgan, as to which shares Mr. Morgan disclaims beneficial ownership.
(4) Includes or excludes, as the case may be, shares of Common Stock as
indicated in the preceding footnotes.
(5) Information regarding Donald P. Moriarty was obtained from a Schedule 13D,
as amended, filed 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 all such shares of Common Stock, and that
such shares are held by Mr. Moriarty, his family members, and Twin Oaks
Partners, a partnership in which Mr. Moriarty is a general partner.
(6) Information regarding Pilgrim Baxter & Associates Ltd. was obtained from a
Schedule 13G, filed by it with the Securities and Exchange Commission.
Such Schedule 13G states that Pilgrim Baxter & Associates Ltd. is the
beneficial owner of and has the sole dispositive power over all such
shares of Common Stock and has sole voting power over 852,500 of those
shares.
2
<PAGE>
PROPOSAL: APPROVAL OF AN AMENDMENT TO
THE CERTIFICATE OF INCORPORATION
The Board of Directors has determined that it is in the best interests of
the Company and its stockholders to effect a three-for-one split of the
Company's Common Stock (the "Stock Split"). In addition, the Board of Directors
has determined that it is in the best interests of the Company and its
stockholders to amend the Company's Certificate of Incorporation to increase the
number of authorized shares of Common Stock of the Company from 30,000,000 to
120,000,000 shares. The increase in the number of shares of Common Stock is a
prerequisite to the Stock Split. Accordingly, the Board of Directors has
approved the proposed amendment to the Certificate of Incorporation, in
substantially the form attached hereto as Exhibit A (the "Amendment"), and
hereby solicits the approval of the Company's stockholders of the Amendment.
If the stockholders approve the Amendment, the Board of Directors currently
intends to file the Amendment with the Secretary of State of the State of
Delaware as soon as practicable following such stockholder approval. In
connection with the Stock Split, the numbers of shares of Common Stock subject
to outstanding options and reserved for issuance under the Company's various
stock option and stock purchase plans would be proportionately adjusted pursuant
to the terms of such plans to reflect the Stock Split described above, and the
exercise prices of outstanding options thereunder would be proportionately
reduced. If the Amendment is not approved by stockholders, the existing
Certificate of Incorporation will continue in effect and the Company will not
effect the Stock Split.
PURPOSE OF THE PROPOSED AMENDMENT
The objectives of the Stock Split are to lower the per share market price
of the Company's Common Stock and to increase its trading activity, each of
which is expected to increase the liquidity and broaden the marketability of the
Company's Common Stock. The objective of the increase in the authorized number
of shares of Common Stock is to ensure that the Company has a sufficient number
of authorized shares to effect the Stock Split and that the Company has
sufficient shares available for future issuances. For these reasons, the Board
of Directors believes that the Stock Split and the increase in the authorized
number of shares of Common Stock is in the best interest of the Company and its
stockholders.
The Board of Directors believes that it is prudent to increase the
authorized number of shares of Common Stock to the proposed level in order to
provide a reserve of shares available for issuance to meet business needs as
they arise. Such future activities may include, without limitation, financings,
establishing strategic relationships with corporate partners, providing equity
incentives to employees, officers or directors, or effecting additional stock
splits or dividends. The additional shares of Common Stock authorized may also
be used to acquire or invest in complementary businesses or products or to
obtain the right to use complementary products. Although the Company has no
present obligation to issue additional shares of Common Stock (except pursuant
to employee stock incentive plans, convertible securities and warrants), the
Company continues to evaluate and conduct discussions with third parties with
respect to potential acquisitions or investments. However, the Company has no
current plans, agreements or commitments, and is not currently engaged in any
negotiations with respect to any such transactions.
The additional Common Stock issuable upon the Stock Split would have rights
identical to the currently outstanding Common Stock of the Company. Adoption of
the proposed Amendment would not affect the rights of the holders of currently
outstanding Common Stock of the Company, except for rights incidental to
increasing the number of shares of the Company's Common Stock outstanding.
POSSIBLE EFFECTS OF THE PROPOSED AMENDMENT
If the stockholders approve the proposed Amendment, the Board of Directors
may cause the issuance of additional shares of Common Stock without further vote
of the stockholders of the Company, except as provided under Delaware corporate
law or under the rules of any securities exchange on which shares of Common
Stock of the Company are then listed. Current holders of Common Stock have no
preemptive or similar rights, which means that current stockholders do not have
a prior right to purchase
3
<PAGE>
any new issue of capital stock of the Company in order
to maintain their proportionate ownership thereof. The issuance of additional
shares of Common Stock would decrease the proportionate equity interest of the
Company's current stockholders and, depending upon the price paid for such
additional shares, could result in dilution to the Company's current
stockholders.
REQUIRED VOTE
The affirmative vote of a majority of the outstanding shares of Common
Stock entitled to vote at the Special Meeting will be required to approve the
Amendment. Both abstentions and broker non-votes are not affirmative votes and,
therefore, will have the same effect as votes against this proposal.
RECOMMENDATION OF THE BOARD OF DIRECTORS
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS
A VOTE FOR THE ADOPTION OF THIS PROPOSAL
---
OTHER MATTERS
The Board of Directors of the Company does not know of any matters to be
brought before the Special Meeting other than the matters set forth in the
Notice of Special Meeting of Stockholders and matters incident to the conduct of
the Meeting. However, if any other matters should properly come before the
Special Meeting, the persons named in the enclosed proxy card will have
discretionary authority to vote all proxies with respect thereto in accordance
with their best judgment.
By Order of the Board of Directors,
JOHN W. JACKSON
Chairman of the Board and
Chief Executive Officer
March 21, 2000
STOCKHOLDERS ARE REQUESTED TO DATE AND SIGN THE ENCLOSED PROXY AND RETURN IT IN
THE ENCLOSED, SELF-ADDRESSED ENVELOPE. NO POSTAGE IS REQUIRED IF MAILED IN THE
UNITED STATES. YOUR PROMPT RESPONSE WILL BE HELPFUL, AND YOUR COOPERATION WILL
BE APPRECIATED.
4
<PAGE>
EXHIBIT A
CERTIFICATE OF AMENDMENT
OF
THE CERTIFICATE OF INCORPORATION
OF
CELGENE CORPORATION
Celgene Corporation, a Delaware corporation (the "Corporation"), does
hereby certify as follows:
FIRST: At a duly held meeting, the Board of Directors adopted resolutions
proposing and declaring it advisable that the Certificate of Incorporation of
the Corporation be amended as follows:
(a) By striking the first sentence of Article Fourth and substituting in
lieu thereof the following sentences:
"FOURTH. The aggregate number of shares which the Corporation shall have
the authority to issue is 125,000,000, of which 5,000,000 shares of the
par value of $.01 per share shall be designated `Preferred Stock' and
120,000,000 shares of the par value of $.01 per share shall be
designated `Common Stock.' Upon the filing in the office of the Secretary
of State of Delaware of this Certificate of Amendment of the Certificate
of Incorporation of the Corporation, each issued and outstanding share of
Common Stock of the Corporation shall thereby and thereupon be subdivided
into three shares of validly issued, fully paid, non-assessable and
outstanding shares of Common Stock of the Corporation without any other
action of the stockholders with respect thereto."
SECOND: The stockholders of the Corporation have duly adopted the foregoing
amendment at a Special Meeting of the Stockholders duly called and held on April
10, 2000 in accordance with the provisions of Section 222 of the General
Corporation Law of Delaware.
THIRD: Such amendment to the Certificate of Incorporation was duly adopted
in accordance with the applicable provisions of Sections 222 and 242 of the
General Corporation Law of Delaware.
FOURTH: This amendment to the Certificate of Incorporation shall be
effective on and as of the date of filing of this Certificate of Amendment with
the office of the Secretary of State of Delaware.
IN WITNESS WHEREOF, the Corporation has caused this Certificate of
Amendment to be executed in its name by its _______________ and attested to by
its _____________ this ______ day of April, 2000 and the statements contained
herein are affirmed as true under penalties of perjury.
CELGENE CORPORATION
By: ____________________________
Name:
Title:
ATTEST:
By: ____________________________
Name:
Title:
<PAGE>
CELGENE CORPORATION
PROXY
The undersigned hereby appoints John W. Jackson, Sol J. Barer and
Robert J. Hugin, and each of them, with power of substitution, to represent and
to vote on behalf of the undersigned all of the shares of Celgene Corporation
(the "Company") which the undersigned is entitled to vote at the Special Meeting
of Stockholders to be held at the offices of Proskauer Rose LLP, 26th floor,
1585 Broadway, 26th Floor, New York, New York 10036 on Monday, April 10, 2000,
at 10:00 a.m., local time, and at any adjournment or adjournments thereof,
hereby revoking all proxies heretofore given with respect to such stock, upon
the following proposals more fully described in the notice of and proxy
statement for the meeting (receipt of which is hereby acknowledged).
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR (1)
1. PROPOSAL TO AMEND THE COMPANY'S CERTIFICATE OF INCORPORATION TO (A) INCREASE
THE NUMBER OF AUTHORIZED SHARES OF THE COMPANY'S COMMON STOCK FROM 30,000,000 TO
120,000,000 AND (B) EFFECT A THREE-FOR-ONE STOCK SPLIT OF THE COMPANY'S COMMON
STOCK, PAR VALUE $.01 PER SHARE.
/ / FOR / / AGAINST / / ABSTAIN
2. In their discretion, upon such other matters as may properly come before
the special meeting.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN
BY THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE
VOTED FOR PROPOSAL 1.
/ / I will attend the special meeting / / I will not attend the special meeting
Note: Please sign exactly as names appear on this proxy. Where shares are
held by joint tenants, both should sign. If signing as attorney,
executor, administrator, trustee or guardian, please give full title as
such. If a corporation, please sign in full corporate name by president
or other authorized person. If a partnership, please sign in
partnership name by an authorized person.
Dated:
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----------------------------------------
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(Signature)
PLEASE MARK, SIGN, DATE AND
RETURN THIS PROXY PROMPTLY USING
THE ENCLOSED ENVELOPE.
