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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 17, 2000 0-16132
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Date of Report Commission File Number
(Date of earliest event reported)
CELGENE CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 22-2711928
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(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
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 17, 2000, Celgene Corporation (the "Company") amended the
Rights Agreement, dated as of September 16, 1996 between the Company and
American Stock Transfer & Trust Company, as Rights Agent (the "Rights
Agreement"), changing the initial exercise price thereunder from $100.00 per
Right (as defined in the Rights Agreement) to $700.00 per Right and extending
the Final Expiration Date (as that term is defined in the Rights Agreement) to
February 17, 2010.
Amendment Number One to the Rights Agreement 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 Amendment Number One to the Rights Agreement dated as of
September 16, 1996 between Celgene Corporation and American Stock
Transfer & Trust Company, as Rights Agent.
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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 18, 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 Amendment Number One to the Rights Agreement
dated as of September 16, 1996 between Celgene
Corporation and American Stock Transfer & Trust Company,
as Rights Agent.
AMENDMENT NUMBER ONE
TO THE
RIGHTS AGREEMENT DATED AS OF SEPTEMBER 16, 1996
BETWEEN CELGENE CORPORATION AND
AMERICAN STOCK TRANSFER & TRUST COMPANY, AS RIGHTS AGENT
Reference is made to the Rights Agreement dated as of September 16, 1996 between
Celgene Corporation and American Stock Transfer & Trust Company, as Rights Agent
(the "Rights Agreement"). Capitalized terms not otherwise defined herein shall
have the meaning ascribed thereto in the Rights Agreement.
1. Section 7(a) of the Rights Agreement is deleted and restated to read as
follows:
"Section 7. EXERCISE OF RIGHTS; PURCHASE PRICE; EXPIRATION DATE OF
RIGHTS. (a) Subject to Section 7(e) hereof, the registered holder of any Right
Certificate may exercise the Rights evidenced thereby (except as otherwise
provided herein) in whole or in part at any time after the Distribution Date
upon surrender of the Right Certificate, with the form of election to purchase
and the certificate on the reverse side thereof duly executed, to the Rights
Agent at the principal office or offices of the Rights Agent designated for such
purpose, together with payment of the aggregate Purchase Price for the total
number of Common Shares (or other securities, as the case may be) as to which
such surrendered Rights are exercised, at or prior to the earliest of (i) the
close of business on February 17, 2010 (the "Final Expiration Date"), or (ii)
the time at which the Rights are redeemed as provided in Section 23 hereof (the
"Redemption Date")."
2. Section 7(b) of the Rights Agreement is deleted and restated to read as
follows:
"(b) The purchase price (the "Purchase Price") per whole Common Share
at which a holder of Rights may purchase Common Shares or (subject to Section 14
hereof) fractions thereof upon exercise of such Rights shall initially be
$700.00, shall be subject to adjustment from time to time as provided in
Sections 11 and 13(a) hereof, and shall be payable in accordance with paragraph
(c) below."
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK.]
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Except as amended hereby, the Rights Agreement shall continue in full force and
effect.
Dated as of February 18, 2000
CELGENE CORPORATION
By: /s/ Robert J. Hugin
Name: Robert J. Hugin
Title: Senior Vice President and Chief Financial Officer
Countersigned:
AMERICAN STOCK TRANSFER & TRUST COMPANY
By: /s/ Herbert J. Lemmer
Name: Herbert J. Lemmer
Title: Vice President
