As filed with the Securities and Exchange Commission on June 20, 2000
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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CELGENE CORPORATION
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of 22-2711928
incorporated or organization) (I.R.S. Employer Identification No.)
7 Powder Horn Drive
Warren, New Jersey 07059
(732) 271-1001
(Address of principal executive offices) (Zip code)
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CELGENE CORPORATION 1998 LONG-TERM INCENTIVE PLAN
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John W. Jackson COPIES TO:
Celgene Corporation Robert A. Cantone, Esq.
7 Powder Horn Drive Proskauer Rose LLP
Warren, New Jersey 07059 1585 Broadway
(732) 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)
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Title of securities Amount to be Proposed maximum Proposed maximum Amount of
to 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 2,000,000(2) $51.8125(3) $103,625,000(3) $27,357
</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 for the Celgene Corporation 1998 Long-Term
Incentive Plan (the "Plan"). A Registration Statement on Form
S-8 has previously been filed on January 4, 1999 (Registration
No. 33-70083) for the existing securities under the Plan.
<PAGE>
(2) Represents the additional number of shares of common stock, par value
$.01 per share ("Common Stock"), issuable upon exercise of options
which may be granted under the Plan.
(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
June 15, 2000.
2
<PAGE>
Exploratory Note
This Registration Statement is filed pursuant to General Instruction E to
Form S-8. The aggregate number of shares of Common Stock that may be subject to
awards under the Plan is increased from 4,500,000 to 6,500,000, as adjusted for
a three-for-one split declared by Celgene Corporation and paid on April 14,
2000.
3
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The contents of the Form S-8 Registration Statement previously filed on
January 4, 1999 (Registration No. 33-70083) with the Securities and Exchange
Commission (the "Commission") by Celgene Corporation, a Delaware corporation
(the "Corporation" or the "Registrant"), are incorporated herein by reference.
In addition, the following new documents filed with the Commission by the
Corporation are incorporated herein by reference:
(1) the Corporation's Annual Report on Form 10-K for the fiscal year
ended December 31, 1999, filed with the Commission on March 30, 2000;
(2) the Corporation's Quarterly Report on Form 10-Q for the fiscal
quarter ended March 31, 2000, filed with the Commission on May 12, 2000;
(3) the Corporation's Current Report on Form 8-K, filed with the
Commission on February 10, 2000; and
(4) 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 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)
24.1 Power of Attorney (see signature page)
99.1 Celgene Corporation 1998 Long-Term Incentive Plan, as amended
(incorporated by reference to Exhibit A to the Proxy Statement of
the Registrant, filed May 5, 2000).
II-1
<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 New York, State of New York, on June 20, 2000.
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, Sol J. Barer and Robert J.
Hugin, and each of them, his or her true and lawful attorney-in-fact and agent,
with full power of substitution and resubstitution, to act, without the other,
for him or her and in his or her 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 additional shares of Common Stock of the Corporation to be
issued pursuant to the Corporation's 1998 Long-Term 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 June 20, 2000
======================== Chief Executive Officer
John W. Jackson (Principal Executive Officer)
/s/ Sol J. Barer President, Chief Operating June 20, 2000
======================== Officer and Director
Sol J. Barer
/s/ Robert J. Hugin Chief Financial Officer June 20, 1999
======================== (Principal Accounting and
Robert J. Hugin Financial Officer)
/s/ Jack L. Bowman Director June 20, 2000
========================
Jack L. Bowman
/s/ Frank T. Cary Director June 20, 2000
========================
Frank T. Cary
/s/ Arthur Hull Hayes, Jr. Director June 20, 2000
========================
Arthur Hull Hayes, Jr.
/s/ Gilla Kaplan Director June 20, 2000
========================
Gilla Kaplan
/s/ Richard C.E. Morgan Director June 20, 2000
========================
Richard C.E. Morgan
<PAGE>
/s/ Walter L. Robb Director June 20, 2000
========================
Walter L. Robb
/s/ Lee J. Schroeder Director June 20, 2000
========================
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 Signature Pages)
99.1 Celgene 1998 Long-Term Incentive
Plan, as amended (incorporated by
reference to Exhibit A to the Proxy
Statement of the Registrant, filed
May 5, 2000)
<PAGE>
EXHIBIT 5.1
June 20, 2000
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 2,000,000 shares ( the "Shares") of Common Stock, par value $.01 per
share, of Celgene. The Shares may be issued pursuant to Celgene's 1998 Long-Term
Incentive Plan ("the Plan").
We have participated in the preparation of the Registration Statement and
have reviewed the corporate proceedings in connection with the adoption of the
Plan. 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 Plan and upon the
exercise of the options issued pursuant to the Plan, 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
CERTIFIED PUBLIC ACCOUNTANTS
To the Board of Directors of Celgene Corporation:
We consent to the use of our report incorporated herein by reference.
/s/ KPMG LLP
Short Hills, New Jersey
June 20, 2000
<PAGE>
