This Prospectus Supplement filed pursuant to Rule 424(b)(3)
Registration No. 333-93759
PROSPECTUS SUPPLEMENT
This is a Supplement, dated May 17, 2000, to the Prospectus, dated
December 28, 1999, with respect to shares of common stock to be offered and sold
by certain selling stockholders, including John Hancock Life Insurance Company
and certain of its affiliates (the "Hancock Selling Stockholders"). In order to
reflect the elimination of one of the Hancock Selling Stockholders, the change
of name of one of the Hancock Selling Stockholders, the elimination of certain
of the shares to be offered by the Hancock Selling Stockholders, and the change
in shares to be offered by the Celgene Corporation 401(k) Plan, the tabular
information appearing on page 11 as it pertains to the Hancock Selling
Stockholders and the Celgene Corporation 401(k) Plan is hereby supplemented as
follows:
The following table sets forth information with respect to the Hancock
Selling Stockholders and the Celgene Corporation 401(k) Plan and the respective
number of shares of common stock beneficially owned by each Hancock Selling
Stockholder and the Celgene Corporation 401(k) Plan that may be offered pursuant
to this Prospectus:
HANCOCK SELLING STOCKHOLDER NUMBER OF SHARES
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John Hancock Life Insurance Company* 654,399(1)
John Hancock Variable Life Insurance 20,021(2)
Company
Signature 1A (Cayman), Ltd. 10,580(3)
[Barnett & Co.: Nominee]
Hancock Mezzanine Partners L.P. 421,850(4)
Celgene Corporation 401(k) Plan 40,394(5)
The foregoing share amounts do not give effect to the three-for-one stock split
effected by the Company after the effective date of the Registration Statement,
which incorporated the Prospectus.
*Formerly John Hancock Mutual Life Insurance Company. In addition, after the
filing date, Signature 3 Limited transferred its shares of common stock
effective January 5, 2000 to John Hancock Life Insurance Company.
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(1) Represents 654,399 shares of common stock issuable upon conversion of
Celgene Convertible Notes due January 20, 2004 and June 30, 2004.
(2) Represents 20,021 shares of common stock issuable upon conversion of
Celgene Convertible Notes due January 20, 2004 and June 30, 2004.
(3) Represents 10,580 shares of common stock issuable upon conversion of
Celgene Convertible Notes due January 20, 2004.
(4) Represents 421,850 shares of common stock issuable upon conversion of
Celgene Convertible Notes due January 20, 2004 and June 30, 2004.
(5) Represents 40,394 shares of Celgene common stock granted by Celgene to the
Celgene Corporation 401(k) Plan (the "Plan") for sale from time to time by
the trustees of the Plan on behalf of certain employees of Celgene whose
participation in the Plan has terminated.
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