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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
January 27, 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 of (I.R.S. Employer
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 January 27, 2000, Celgene Corporation (the "Company")
issued a press release announcing its results for the three months and year
ended December 31, 1999.
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 Press Release, dated January 27, 2000.
2
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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: January 27, 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
3
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EXHIBIT INDEX
EXHIBIT DESCRIPTION PAGE
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99.1 Press Release, dated January 27, 2000.
4
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Exhibit 99.1
FOR IMMEDIATE RELEASE
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CONTACT: ROBERT J. HUGIN
SENIOR VP AND CFO
CELGENE CORPORATION
(732) 271-4102
CELGENE CORPORATION ANNOUNCES FOURTH QUARTER RESULTS
WARREN, NJ (JANUARY 27, 2000) - Celgene Corporation (NASDAQ: CELG) announced
today results for the three months and year ended December 31, 1999. Total
revenues for the three months ended December 31, 1999 were $9.4 million,
consisting of product sales of THALOMID(R) (thalidomide) of $9.0 million and
$425,000 of revenues from research contracts. For the comparable period in 1998,
total revenues were $2.7 million, consisting of product sales of THALOMID of
$2.2 million and $430,000 of revenues from research contracts. The $9.0 million
of THALOMID sales for the three months ended December 31, 1999 represents a 42%
increase over the $6.3 million in THALOMID sales for the three months ended
September 30, 1999. The net loss applicable to common stockholders for the three
months ended December 31, 1999 was $2.8 million, or $0.16 per share, compared
with $8.4 million, or $0.51 per share, for the comparable period in 1998.
Total revenues in 1999 were $26.2 million, compared with $3.8 million in 1998.
Total revenues in 1999 consisted of product sales of THALOMID of $24.1 million
and $2.1 million of revenues from research contracts. Total revenues in 1998
consisted of product sales of THALOMID of $3.3 million and $535,000 of revenues
from research contracts. The net loss applicable to common stockholders in 1999
was $21.8 million, or $1.28 per share, compared with $25.1 million, or $1.55 per
share, in 1998.
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January 27, 2000
Page 2
The net loss applicable to common stockholders for the three months and year
ended December 31, 1999 includes a tax benefit of $3.0 million from the sale of
a portion of Celgene's New Jersey tax loss carryforwards. The 1998 results of
operations included a one time gain of $7.0 million from the sale of Celgene's
discontinued chiral chemical intermediate business.
Research and development expenses for the three months ended December 31, 1999
were $5.3 million, an 8% increase over the research and development expenses of
$4.9 million for the previous three-month period. This increase was primarily
due to increased clinical trial costs, primarily for ATTENADE(TM). Selling,
general and administrative expenses were $8.4 million for the three months ended
December 31, 1999, a 27% increase over the selling, general and administrative
expenses of $6.6 million for the previous three-month period. This increase was
primarily due to the expansion of Celgene's sales and commercialization
organization and increased warehousing and distribution expenses.
Research and development expenses for the year ended December 31, 1999 were
$19.6 million, compared with $19.8 million in 1998. Although research and
development expenses remained little changed year over year, spending on
clinical trials for THALOMID, ATTENADE, SelCIDs(TM) and IMiDs(TM) increased
significantly, but was offset by decreased expenses related to the THALOMID
regulatory approval process and spending on pre-clinical toxicology. In 1999,
selling, general and administrative expenses were $26.2 million, compared with
$16.2 million in 1998. This increase was primarily due to the expansion of
Celgene's sales and commercialization organization and increased warehousing and
distribution expenses,
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January 27, 2000
Page 3
including Celgene's System for Thalidomide Education and Prescribing Safety
(S.T.E.P.S.(TM)) program which is designed to facilitate the safe and
appropriate use of THALOMID.
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.
Please feel free to visit Celgene's website: http://www.Celgene.com.
This release contains certain forward-looking statements which involve known and
unknown risks, delays, uncertainties and other factors not under Celgene's
control which may cause actual results, performance or achievements of Celgene
to be materially different from the results, performance or other expectations
implied by these forward-looking statements. These factors include actions by
the Food and Drug Administration and other regulatory authorities, and those
factors detailed in Celgene's filings with the Securities and Exchange
Commission, such as reports on Forms 10-K, 10-Q and 8-K.
# # #
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CELGENE CORPORATION
CONSOLIDATED FINANCIAL RESULTS
<TABLE>
<CAPTION>
---------------------------------------------------
THREE MONTHS ENDED YEAR ENDED
DECEMBER 31, DECEMBER 31,
------------------------- -------------------------
1998 1999 1998 1999
------------- ----------- ------------ ------------
(UNAUDITED) (UNAUDITED)
<S> <C> <C> <C> <C>
In thousands, except per share data
STATEMENTS OF OPERATIONS DATA:
Revenues:
Product sales ....................................................... $ 2,235 $ 8,988 $ 3,266 $ 24,052
Research contracts .................................................. 430 425 535 2,158
------- -------- --------- ---------
Total Revenues .................................................... 2,665 9,413 3,801 26,210
Expenses:
Cost of goods sold .................................................. 223 906 282 2,983
Research and development ............................................ 5,804 5,280 19,772 19,646
Selling, general and administrative ................................. 5,011 8,389 16,219 26,236
------- -------- --------- ---------
Total expenses .................................................... 11,038 14,575 36,273 48,865
------- -------- --------- ---------
Operating loss ....................................................... (8,373) (5,162) (32,472) (22,655)
Other--income (expense), net ......................................... (2) (701) 449 (2,144)
------- -------- --------- ---------
Loss before tax benefit............................................... (8,375) (5,863) (32,023) (24,799)
Tax benefit........................................................... -- 3,018 -- 3,018
------- -------- --------- ---------
Loss from continuing operations ...................................... (8,375) (2,845) (32,023) (21,781)
Gain from discontinued operations, net ............................... -- -- 6,955 --
Accretion of premium payable on preferred stock and warrants ......... -- -- 25 --
------- -------- --------- ---------
Net loss applicable to common stockholders ........................... $(8,375) $ (2,845) $ (25,093) $ (21,781)
======= ======== ========= =========
Per share--basic and diluted:
Loss from continuing operations, net ................................ $ (0.51) $ (0.16) $ (1.98) $ (1.28)
Net loss applicable to common stockholders .......................... $ (0.51) $ (0.16) $ (1.55) $ (1.28)
======= ======== ========= =========
Weighted average number of shares of common stock
outstanding ......................................................... 16,449 17,334 16,160 17,012
</TABLE>
<TABLE>
<CAPTION>
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DECEMBER 31,
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1998 1999
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(UNAUDITED)
<S> <C> <C>
In thousands
BALANCE SHEET DATA:
Cash and cash equivalents and marketable securities available for sale $ 5,124 $ 19,527
Total assets .......................................................... 11,928 32,334
Long term convertible notes ........................................... 8,349 38,495
Total stockholders' deficit ........................................... (3,733) (15,709)
</TABLE>
