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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
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CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
FEBRUARY 8, 2000 0-16132
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Date of Report (Date of earliest event reported) Commission File Number
CELGENE CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 22-2711928
(State or other jurisdiction of (I.R.S. Employer Identification Number)
incorporation or organization)
7 POWDER HORN DRIVE
WARREN, NEW JERSEY 07059
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(Address of Principal Executive Offices) (Zip Code)
(732) 271-1001
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(Registrant's telephone number, including area code)
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ITEM 5. OTHER EVENTS.
On February 8, 2000, Celgene Corporation (the "Company")
issued a press release announcing that it had increased the size of its proposed
common stock offering to 3,000,000 shares. Of those shares, 2,484,000 will be
sold by the Company for its own account and the remaining 516,000 shares will be
sold by John Hancock Life Insurance Company and its affiliates. The Company will
also grant to the underwriters an option to purchase an additional 450,000
shares of common stock to cover over-allotments..
The press release is filed as an exhibit hereto and is hereby
incorporated by reference.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) not applicable
(b) not applicable
(c) Exhibits
99.1 Press Release, dated February 8, 2000.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: February 8, 2000 CELGENE CORPORATION
By: /s/ John W. Jackson
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Name: John W. Jackson
Title: Chairman of the Board and
Chief Executive Officer
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EXHIBIT INDEX
EXHIBIT DESCRIPTION PAGE
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99.1 Press Release, dated February 8, 2000.
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EXHIBIT 99.1
FOR IMMEDIATE RELEASE
CONTACT: ROBERT J. HUGIN
CELGENE CORPORATION
SENIOR VICE PRESIDENT & CFO
(732) 271-4102
CELGENE CORPORATION INCREASES SIZE OF PROPOSED
COMMON STOCK OFFERING
WARREN, NJ (FEBRUARY 8, 2000) - Celgene Corporation (NASD: CELG) today announced
that it intends to amend its registration statement currently on file with the
Securities and Exchange Commission to increase the size of its proposed common
stock offering to 3,000,000 shares. Of the shares, 2,484,000 shares will be sold
by Celgene for its own account. The remaining 516,000 shares will be sold by
John Hancock Life Insurance Company and its affiliates. Celgene will also grant
to the underwriters an option to purchase an additional 450,000 shares of common
stock to cover over-allotments.
Celgene Corporation, headquartered in Warren, NJ, is an independent
biopharmaceutical company engaged in the discovery, development and
commercialization of small molecule drugs for cancer and immunological diseases.
A registration statement relating to these securities has been filed with the
Securities and Exchange Commission but has not yet become effective. These
securities may not be sold, nor may offers to buy be accepted, prior to the time
the registration statement becomes effective. This announcement 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.
This release contains certain forward-looking statements which involve known and
unknown risks, delays, uncertainties and other factors not under the Company's
control which may cause actual results, performance or achievements of the
Company to be materially different from the results, performance or other
expectations implied by these forward-looking statements. These factors include
but are not limited to actions by the FDA and other regulatory authorities, the
success of clinical trials, potential future uses of the Company's drugs, and
increased sales revenue for the Company's products, and those factors detailed
in the Company's filings with the Securities and Exchange Commission such as
10K, 10Q, and 8K reports.
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