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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
FEBRUARY 17, 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 (I.R.S. Employer
of 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 February 17, 2000, Celgene Corporation (the "Company") amended the
Rights Agreement, dated as of September 16, 1996 between the Company and
American Stock Transfer & Trust Company, as Rights Agent (the "Rights
Agreement"), changing the initial exercise price thereunder from $100.00 per
Right (as defined in the Rights Agreement) to $700.00 per Right and extending
the Final Expiration Date (as that term is defined in the Rights Agreement) to
February 17, 2010.
Amendment Number One to the Rights Agreement 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 Amendment Number One to the Rights Agreement dated as of
September 16, 1996 between Celgene Corporation and American Stock
Transfer & Trust Company, as Rights Agent.
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: February 18, 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
EXHIBIT INDEX
Exhibit Description Page
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99 Amendment Number One to the Rights Agreement
dated as of September 16, 1996 between Celgene
Corporation and American Stock Transfer & Trust Company,
as Rights Agent.