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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
MARCH 13, 1996 0-16132
Date of Report (Date of earliest event reported) Commission File Number
CELGENE CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 22-2711928
(State or other jurisdiction of incorporation or (I.R.S. Employer Identification Number)
organization)
7 Powder Horn Drive
Warren, New Jersey 07059
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(Address of Principal Executive Offices) (Zip Code)
(908) 271-1001
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(Registrant's telephone number, including area code)
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Item 5. Other Events.
On March 13, 1996, Celgene Corporation (the "Company") issued a
press release announcing that it had completed a $25 million private placement
of Series A Convertible Preferred Stock, par value $.01 per share.
The shares of Series A Convertible Preferred Stock are
convertible into shares of Celgene common stock, in one-third increments
commencing on May 11, June 10 and July 10, 1996, at a conversion price per share
of common stock equal, generally, to the lesser of (i) $18.81, or (ii) 90% of
the average closing price per share of common stock for the seven trading days
immediately prior to the date of conversion.
This description is a summary and is qualified in its entirety by
reference to the press release, the form of Certificate of Designation, and
the form of Registration Rights Agreement entered into with the investors in
the private placement, all of which are filed as exhibits hereto and are hereby
incorporated by reference.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(a) not applicable
(b) not applicable
(c) Exhibits
4.1 Form of Amended and Restated Certificate of Designation of
Series A Convertible Preferred Stock, par value $.01, of the
Company.
10.1 Form of Registration Rights Agreement
99 Press Release, dated March 13, 1996.
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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: March 13, 1996 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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4.1 Form of Amended and Restated Certificate of Designation of
Series A Convertible Preferred Stock, par value $.01, of the
Company.
10.1 Form of Registration Rights Agreement
99 Press Release, dated March 13, 1996.
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