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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934 (Fee Required)
For the fiscal year ended December 31, 2002
Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934 (No Fee Required)
For the transition period from ___________ to ___________
Commission File No. 0-16132
CELGENE CORPORATION
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(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)
7 Powder Horn Drive 07059
Warren, New Jersey ----------
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(Address of principal executive offices)
(732) 271-1001
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(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, par value $.01 per share
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(Title of Class)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes X No
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Indicate by check mark whether the registrant is an accelerated filer (as
defined in 12b-2 of the Act).
Yes X No
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The aggregate market value of voting stock held by non-affiliates of the
registrant on June 28, 2002, the last business day of the registrant's most
recently completed second quarter, was $1,135,431,360, based on the last
reported sale price of the registrant's Common Stock on the NASDAQ National
Market on that date. There were 80,448,475 shares of Common Stock outstanding
as of March 1, 2003.
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to
the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [ ]
DOCUMENTS INCORPORATED BY REFERENCE
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The registrant intends to file a definitive proxy statement pursuant to
Regulation 14A within 120 days of the end of the fiscal year ended December 31,
2002. The proxy statement is incorporated herein by reference into the
following parts of the Form 10K:
Part III, Item 10, Directors and Executive Officers of the Registrant;
Part III, Item 11, Executive Compensation;
Part III, Item 12, Security Ownership of Certain Beneficial Owners and
Management (except for that portion of Item 12 relating to Equity
Compensation Plan Information);
Part III, Item 13, Certain Relationships and Related Transactions;
Part III, Item 15, Principal Accountant Fees and Services
In addition, the portion of Item 5 in Part II relating to Equity
Compensation Plan Information is cross-referenced to Part III, Item 12, of this
Annual Report on Form 10-K.
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EXPLANATORY NOTE
This Form 10-K/A is being filed as Amendment No. 1 to the Form 10-K of
Celgene Corporation filed with the Securities and Exchange Commission on March
31, 2003 for the purpose of amending the (i) independent auditors' report to
correct a typographical error in the cross- reference in the last paragraph and
(ii) consent to provide the date thereof. There are no other changes to the
report or the consent.
2
INDEPENDENT AUDITORS' REPORT
The Board of Directors and Stockholders
Celgene Corporation:
We have audited the consolidated financial statements of Celgene
Corporation and subsidiaries as listed in the accompanying index. In connection
with our audits of the consolidated financial statements, we also have audited
the consolidated financial statement schedule as listed on the accompanying
index. These consolidated financial statements and consolidated financial
statement schedule are the responsibility of the Company's management. Our
responsibility is to express an opinion on these consolidated financial
statements and consolidated financial statement schedule based on our audits.
We conducted our audits in accordance with auditing standards generally
accepted in the United States of America. Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the financial position of Celgene
Corporation and subsidiaries as of December 31, 2002 and 2001, and the results
of their operations and their cash flows for each of the years in the
three-year period ended December 31, 2002, in conformity with accounting
principles generally accepted in the United States of America. Also, in our
opinion, the related consolidated financial statement schedule, when considered
in relation to the basic consolidated financial statements taken as a whole,
presents fairly, in all material respects, the information set forth therein.
As discussed in Note 2(i) to the consolidated financial statements, the
Company adopted the provisions of Statement of Financial Accounting Standards
No. 141, "Business Combinations" effective July 1, 2001.
/s/ KPMG LLP
Short Hills, New Jersey
January 29, 2003
F-2
<page>
EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
The Board of Directors
Celgene Corporation:
We consent to the incorporation by reference in the registration statements
(Nos. 333-70083, 33-21462, 33-38296, 33-62510, 333-91977, 333-39716 and
333-65908) on Form S-8, (Nos. 333-02517, 333-32115, 333-38861, 333-52963,
333-87197, 333-93759, 333-94915 and 333-75636) on Form S-3 and (No. 333-101196)
on Form S-4 of Celgene Corporation of our report dated January 29, 2003, with
respect to the consolidated balance sheets of Celgene Corporation and
subsidiaries as of December 31, 2002 and 2001, and the related consolidated
statements of operations, stockholders' equity (deficit) and cash flows for each
of the years in the three-year period ended December 31, 2002, and the related
financial statement schedule, which report appears in the December 31, 2002,
annual report on Form 10-K of Celgene Corporation.
Our report on the consolidated financial statements refers to the Company's
adoption of Statement of Financial Accounting Standards No. 141, "Business
Combinations" effective July 1, 2001.
/s/ KPMG LLP
Short Hills, New Jersey
March 28, 2003
SIGNATURES
Pursuant to the requirements of Section 13 or 15 (d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned thereunto duly authorized.
CELGENE CORPORATION
By /s/ John W. Jackson
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John W. Jackson
Chairman of the Board and
Chief Executive Officer
Date: April 18, 2003
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.
SIGNATURE TITLE DATE
- ------------------------------ ------------------------------------- ---------------
/s/ John W. Jackson Chairman of the Board and April 18, 2003
--------------------------- Chief Executive Officer
John W. Jackson
* Director, Chief Operating Officer April 18, 2003
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Sol J. Barer
/s/ Robert J. Hugin Director, Chief Financial Officer April 18, 2003
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Robert J. Hugin
* Director April 18, 2003
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Jack L. Bowman
* Director April 18, 2003
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Frank T. Cary
* Director April 18, 2003
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Michael D. Casey
* Director April 18, 2003
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Arthur Hull Hayes, Jr.
* Director April 18, 2003
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Gilla Kaplan
* Director April 18, 2003
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Richard C.E. Morgan
* Director April 18, 2003
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Walter L. Robb
/s/ James R. Swenson Controller (Chief Accounting Officer) April 18, 2003
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James R. Swenson
/s/ Robert J. Hugin April 18, 2003
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Robert J. Hugin
Attorney-in-Fact
* Executed by Attorney-in-Fact
The foregoing constitutes a majority of the directors.
Certifications
I, John W. Jackson, certify that:
1. I have reviewed this amended annual report on Form 10-K/A of Celgene
Corporation;
2. Based on my knowledge, this amended annual report does not contain
any untrue statement of a material fact or omit to state a material
fact necessary to make the statements made, in light of the
circumstances under which such statements were made, not misleading
with respect to the period covered by this amended annual report;
Date: April 18, 2003
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/s/ John W. Jackson
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John W. Jackson
Chairman of the Board
Chief Executive Officer
I, Robert J. Hugin, certify that:
1. I have reviewed this amended annual report on Form 10-K/A of Celgene
Corporation;
2. Based on my knowledge, this amended annual report does not contain
any untrue statement of a material fact or omit to state a material
fact necessary to make the statements made, in light of the
circumstances under which such statements were made, not misleading
with respect to the period covered by this amended annual report;
Date: April 18, 2003
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/s/ Robert J. Hugin
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Robert J. Hugin
Chief Financial Officer