Registration No. 333-93759
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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CELGENE CORPORATION
(Exact name of Registrant as specified in its charter)
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DELAWARE 2834 22-2711928
(State or other (Primary Standard (I.R.S. Employer
jurisdiction of Industrial Classification Identification No.)
incorporation or Code Number)
organization)
7 POWDER HORN DRIVE, WARREN, NEW JERSEY 07059
(732) 271-1001
(Address, including zip code, and telephone number,
including area code, of Registrant's principal executive offices)
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JOHN W. JACKSON
CHAIRMAN OF THE BOARD AND CHIEF EXECUTIVE OFFICER
CELGENE CORPORATION
7 POWDER HORN DRIVE, WARREN, NEW JERSEY 07059
(732) 271-1001
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
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COPIES OF COMMUNICATIONS TO:
Robert A. Cantone, Esq.
Proskauer Rose LLP
1585 Broadway, New York, New York 10036-8299
(212) 969-3000
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after this Registration Statement becomes effective.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest investment plans, please check the following
box. |_|
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933 check the following box. |X|
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. |_|
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. |_|
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. |_|
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EXPLANATORY NOTE
Celgene Corporation (the "Registrant") has filed a Registration Statement on
Form S-3 (Registration No. 333-93759) which originally registered 1,707,850
shares of common stock, par value $.01 per share ("Common Stock"), of the
Registrant for sale by the selling stockholders named therein. Registation No.
333-93759 became effective on January 14, 2000. In addition, the Registrant has
filed another Registration Statement on Form S-3 (Registration No. 333-
94915),which registered 3,000,000 shares of Common Stock, of which 516,000
shares had originally been registered pursuant to Registration No. 333-93759.
Therefore, the Registrant is filing this post-effective amendment to
Registration No. 333-93759 to deregister such 516,000 shares.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Post-Effective
Amendment No. 1 to Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the city of Warren, State of New
Jersey on May 24, 2000.
CELGENE CORPORATION
By: /s/ John W. Jackson
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John W. Jackson
Chairman of the Board
and Chief Executive Officer
Pursuant to the requirements of the Securities Act, this Registration Statement
has been signed below by the persons whose signatures appear below, which
persons have signed such Registration Statement in the capacities indicated:
SIGNATURE TITLE DATE
- --------- ----- ----
/s/ John W. Jackson Chairman of the Board and May 24, 2000
- ------------------- Chief Executive Officer
John W. Jackson (Principal Executive
Officer)
*
- ------------------- President, Chief Operating May 24, 2000
Sol J. Barer, Ph.D. Officer and Director
/s/ Robert J. Hugin Chief Financial Officer May 24, 2000
- ------------------- (Principal Accounting and
Robert J. Hugin Financial Officer)
*
- --------------------------- Director May 24, 2000
Jack L. Bowman
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*
- --------------------------- Director May 24, 2000
Frank T. Cary
*
- --------------------------- Director May 24, 2000
Gilla Kaplan, Ph.D.
*
- --------------------------- Director May 24, 2000
Arthur Hull Hayes, Jr., M.D
*
- --------------------------- Director May 24, 2000
Richard C.E. Morgan
*
- --------------------------- Director May 24, 2000
Walter L. Robb, Ph.D.
*
- --------------------------- Director May 24, 2000
Lee J. Schroeder
* Executed by attorney-in-fact.
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