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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
June 10, 1997 0-16132
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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
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(State or other jurisdiction of (I.R.S. Employer Identification Number)
incorporation or 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 June 10, 1997, Celgene Corporation (the "Company") issued a press
release announcing that it had negotiated a $20 million financing agreement with
Chancellor LGT Asset Management, Inc. on behalf of certain of its clients. The
Company consummated $5 million of this financing through the sale and issuance
of Series B Convertible Preferred Stock, par value $.01 per share (the
"Preferred Stock")on June 9, 1997. Subject to the satisfaction and waiver of
certain conditions, the Company may, at its option, over the next 12 months,
issue up to an additional $15 million of Preferred Stock in $5 million
increments.
The press release, the Certificate of Designation filed with the
Secretary of State of the State of Delaware, the Securities Purchase Agreement,
the Warrant and the Registration Rights Agreement entered into with the
investors in the private placement 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 Certificate of Designation of Series B Convertible Preferred
Stock
10.1 Securities Purchase Agreement dated as of June 9, 1997 between
the Company and the investors (the "Investors") set forth
therein.
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10.2 Form of Warrant to purchase Common Stock to be issued to
Investors
10.3 Registration Rights Agreement dated as of June 9, 1997 between
the Company and the Investors.
99 Press Release, dated June 10, 1997.
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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: June 10, 1997 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 Certificate of Designation of Series B Convertible Preferred
Stock
10.1 Securities Purchase Agreement dated as of June 9, 1997
between the Company and the investors (the "Investors") set
forth therein.
10.2 Form of Warrant to purchase Common Stock to be issued to
Investors
10.3 Registration Rights Agreement dated as of June 9, 1997
between the Company and the Investors.
99 Press Release, dated June 10, 1997.
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