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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
August 31, 2000 0-16132
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Date of Report (Date of earliest Commission File Number
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 Identification
incorporation or organization) 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 2. ACQUISITION OR DISPOSITION OF ASSETS.
On August 31, 2000 (the "Effective Time"), the Registrant merged with Signal
Pharmaceuticals, Inc., a California corporation ("Signal"). Signal is a
biopharmaceutical company focused on discovering and developing new classes of
small molecule drugs that regulate disease-associated genes. The merger was
consummated pursuant to an Agreement and Plan of Merger, dated June 29, 2000
(the "Merger Agreement"), by and among the Registrant, Celgene Acquisition
Corp., a California corporation and a wholly-owned subsidiary of the Registrant
(the "Merger Sub") and Signal. Pursuant to the Merger Agreement, the Merger Sub
merged with and into Signal. At the Effective Time, Signal became a wholly-owned
subsidiary of the Registrant.
Under the Merger Agreement each share of Signal's common stock that was
outstanding at the Effective Time of the merger was converted into the right to
receive 0.1257 of a share of the Registrant's common stock, par value $.01 per
share ("Common Stock"). The Registrant issued 3,710,266 shares of Common Stock
to former Signal shareholders. An additional 433,989 shares of Registrant's
Common Stock were reserved for issuance upon exercise of outstanding Signal
stock options and warrants that were assumed by the Registrant pursuant to the
Merger Agreement. These options and warrants were converted into the right to
acquire shares of the Registrant's Common Stock on the basis of the 0.1257
exchange ratio in the merger.
Prior to the completion of the merger, the shares of the Registrant's Common
Stock that were issued and reserved for issuance in connection with the merger
were registered under the Securities Act of 1933 pursuant to a registration
statement on Form S-4 (File No. 333-42302) (the "Registration Statement"). The
Registration Statement was declared effective on August 9, 2000. The merger is
described in greater detail in the Registration Statement.
The Registrant's merger with Signal was structured as a tax-free reorganization
under Section 368(a) of the Internal Revenue Code and was accounted for as a
pooling of interests.
The foregoing description of the Merger Agreement does not purport to be
complete and is qualified in its entirety by reference to the full text of the
Merger Agreement which is filed as Exhibit 2.1 to this Current Report on Form
8-K and incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
EXHIBITS.
(a) FINANCIAL STATEMENTS OF BUSINESS ACQUIRED.
The financial statements of Signal required by this item are incorporated herein
by reference from the "Signal Pharmaceuticals, Inc. Index to Financial
Statements" in the Form S-4 declared effective on August 9, 2000 (Registration
Statement No. 333-42302).
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(b) PRO FORMA FINANCIAL INFORMATION
The pro forma financial statements required by this item are incorporated herein
by reference from the "Unaudited Pro Forma Condensed Combined Financial
Statements" herein in the Form S-4 declared effective August 9, 2000
(Registration Statement No. 333-42302).
(c) EXHIBITS
EXHIBIT NUMBER DESCRIPTION
2.1 Agreement and Plan of Merger by and
among Celgene Corporation, Celgene
Acquisition Corp. and Signal
Pharmaceuticals, Inc. (incorporated by
reference to the Form S-4 declared
effective on August 9, 2000
(Registration Statement No.333-42302)).
23.1 Consent of Ernst & Young LLP,
Independent Auditors.
99.1 Press Release of Celgene Corporation
dated September 1, 2000.
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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.
CELGENE CORPORATION
Dated: September 15, 2000
By: /s/ Robert J. Hugin
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Name: Robert J. Hugin
Title: Chief Financial Officer
and Secretary
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EXHIBIT INDEX
EXHIBIT DESCRIPTION
2.1 Agreement and Plan of Merger by and among Celgene
Corporation, Celgene Acquisition Corp. and Signal
Pharmaceuticals, Inc. (incorporated by reference to the Form
S-4 declared effective on August 9, 2000 (Registration
Statement No. 333-42302)).
23.1 Consent of Ernst & Young LLP, Independent Auditors.
99.1 Press Release of Celgene Corporation dated September 1, 2000.
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EXHIBIT 23.1
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" and to the
use of our report dated February 4, 2000, with respect to the financial
statements of Signal Pharmaceuticals, Inc. that is incorporated by reference to
the Form S-4 declared effective on August 9, 2000 (Registration Statement No.
333-42302).
/s/ Ernst & Young LLP
ERNST & YOUNG LLP
September 14, 2000
San Diego, California
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EXHIBIT 99.1
CELGENE ANNOUNCES COMPLETION OF SIGNAL MERGER
Drug Discovery Capabilities and Pipeline Significantly Enhanced
WARREN, NJ - (September 1, 2000) - Celgene Corporation (NASDAQ: CELG) announced
the completion of its merger with Signal Pharmaceuticals, Inc., a privately held
San Diego-based biopharmaceutical company. The Signal Research Division will
operate as a wholly owned subsidiary of Celgene from its existing facilities.
Signal's state-of-the-art, integrated drug discovery engine provides Celgene
with a large and diversified pipeline of drug candidates and an expanded
technology platform. Signal's research targets key areas of intracellular
signaling and gene and protein regulation. To date, Signal has identified 24
small molecule drug leads focused in the areas of oncology and immunology. Their
major programs include selective estrogen receptor modulators for cancer and
osteoporosis and kinase inhibitors for immunological diseases and oncology.
Signal's intellectual property includes 38 issued U.S. and foreign patents and
87 pending U.S. and foreign patents.
"Celgene is now positioned at the forefront of drug discovery based on the
revolutionary information arising from the research of the human genome," said
John W. Jackson, Chairman and CEO of Celgene Corporation. "In addition to the
deep pipeline, we have strengthened our research team with Signal's talented and
motivated group of world-class scientists."
The integration of Signal expands Celgene to over 300 employees with a research
and development team of approximately 150 people including 70 PhDs and MDs.
Celgene also has a sales, marketing and commercial force of over 90 trained
professionals.
Under the terms of the agreement first announced on June 30, 2000, Celgene will
issue 3,710,226 shares of its common stock or 4.4% of its post transaction fully
diluted share count in exchange for all of the outstanding capital stock of
Signal. The exchange ratio is .1257 Celgene shares for each share of Signal. The
transaction will be accounted for as a pooling of interests.
Celgene's lead product, THALOMID(R) (thalidomide), was approved by the Food and
Drug Administration (FDA) in July 1998 for the treatment of erythema nodosum
leprosum, an inflammatory condition of leprosy. THALOMID revenues for the first
half of 2000 were $27.9 million. There are currently 140 clinical trials
studying the potential efficacy of THALOMID in a wide range of cancers and
immunological disorders. The strategy for THALOMID is to obtain FDA approval in
a variety of indications including multiple myeloma, colorectal cancer,
glioblastoma and other immunological and auto-immune diseases. Celgene's
pipeline includes two
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classes of novel and proprietary oral agents: IMiDs(TM) (Immunomodulatory Drugs)
and SelCIDs(TM) (Selective Cytokine Inhibitory Drugs). Both classes are being
developed for the treatment of cancer, chronic inflammatory diseases and other
diseases of the immune system. Celgene's chiral program has produced
d-methylphenidate (d-MPH), a chirally pure version of Ritalin(R). In April 2000,
Celgene granted to Novartis Pharma AG an exclusive worldwide license (excluding
Canada) for the development and marketing of d-MPH. Celgene expects to submit a
New Drug Application for d-MPH to the FDA later this year.
Celgene Corporation, headquartered in Warren, New Jersey, 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 the Company's website at www.celgene.com.
This release contains certain forward-looking statements which involve known and
unknown risks, delays, uncertainties and other factors not under the Company's
control which may cause actual results, performance or achievements of the
Company to be materially different from the results, performance or other
expectations implied by these forward-looking statements. These factors include
results of current or pending research and development activities, actions by
the FDA and other regulatory authorities, and those factors detailed in the
Company's filings with the Securities and Exchange Commission such as 10K, 10Q
and 8K reports.
Contacts:
Robert J. Hugin
Celgene Corporation
Senior Vice President and CFO
(732) 271-4102
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