================================================================================
================================================================================
United States
Securities and Exchange Commission
Washington, D.C. 20549
- --------------------------------------------------------------------------------
FORM 8-K
- --------------------------------------------------------------------------------
Current Report
Pursuant to Section 13 or 15(D) of the
Securities Exchange Act of 1934
May 28, 2003 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 (I.R.S. Employer Identification Number)
incorporation or organization)
7 Powder Horn Drive
Warren, New Jersey 07059
---------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
(732) 271-1001
---------------------------------------------------
(Registrant's telephone number, including area code)
Item 5. Other Events.
On May 28, 2003, Celgene Corporation (the "Company") issued a press release
announcing its intention to offer a new issue of $300 million of Convertible
Notes due 2008 to qualified institutional buyers in an unregistered offering
pursuant to Rule 144A under the Securities Act of 1933, as amended (the
"Securities Act"). These Notes will be convertible into the Company's common
stock at a price to be determined. A copy of the Company's press release issued
on May 28, 2003 pursuant to Rule 135c of the Securities Act is attached as
Exhibit 99.1 hereto and is incorporated herein by reference.
On May 29, 2003, the Company issued a press release announcing that it had
agreed to privately place $325 million aggregate principal amount of Convertible
Notes due 2008 ($25 million more than previously announced). These Notes will be
convertible into Celgene Corporation common stock at a conversion price of
$48.45 per share (reflecting a premium of 50%, relative to the NASDAQ closing
price for Celgene common stock of $32.30 on May 28, 2003), and will bear
interest at a rate of 1.75% per annum. The Company has granted the initial
purchaser of the Notes a 30-day option to purchase an additional $75 million
principal amount of the Notes. The offering of the notes, which will be made to
qualified institutional buyers as defined in Rule 144A of the Securities Act, is
expected to close on June 3, 2003. A copy of the Company's press release issued
on May 29, 2003 pursuant to Rule 135c of the Securities Act is attached as
Exhibit 99.2 hereto and is incorporated herein by reference.
On May 30, 2003, the Company issued a press release announcing that the initial
purchaser of $325 million of its 1.75% Convertible Notes due 2008 has elected to
exercise its option to purchase an additional $75 million principal amount of
such Notes. As a result, the final aggregate principal amount of the offering of
the Notes will be $400 million. A copy of the Company's press release issued on
May 30, 2003 pursuant to Rule 135c of the Securities Act is attached as Exhibit
99.3 hereto and is incorporated herein by reference.
The securities described in this Form 8-K have not been registered under the
Securities Act, or any state securities laws, and may not be offered or sold in
the United States absent registration under, or an applicable exemption from,
the registration requirements of the Securities Act and applicable state
securities laws. This Form 8-K does not constitute an offer to sell these
securities nor is it a solicitation of an offer to purchase these securities.
The statements in this Form 8-K regarding future aspects relating to the
offering and other statements which are not historical facts are forward-looking
statements that involve risks and uncertainties, including, but not limited to,
market and competitive conditions, that may cause actual future experience and
results to differ materially from the statements made.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(a) Not applicable.
(b) Not applicable.
(c) Exhibits:
--------
Exhibit Number Description
-------------- -----------
99.1 Press Release of Celgene Corporation dated May 28,
2003 issued pursuant to Rule 135c of the Securities
Act.
99.2 Press Release of Celgene Corporation dated May 29,
2003 issued pursuant to Rule 135c of the Securities
Act.
99.3 Press Release of Celgene Corporation dated May 30,
2003 issued pursuant to Rule 135c of the Securities
Act.
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: June 5, 2003
By: /s/ Robert J. Hugin
------------------------------
Name: Robert J. Hugin
Title: Senior Vice President and
Chief Financial Officer
EXHIBIT INDEX
Exhibit Description
------- -----------
99.1 Press Release of Celgene Corporation dated May 28, 2003
issued pursuant to Rule 135c of the Securities Act.
99.2 Press Release of Celgene Corporation dated May 29, 2003
issued pursuant to Rule 135c of the Securities Act.
99.3 Press Release of Celgene Corporation dated May 30, 2003
issued pursuant to Rule 135c of the Securities Act.
Exhibit 99.1
Contact: Robert J. Hugin
Senior VP and CFO
Celgene Corporation
(732) 271-4102
Celgene Corporation Announces Proposed $300 Million Convertible Notes Offering
WARREN, NJ - (May 28, 2003) - Celgene Corporation (NASDAQ: CELG) announced today
that it proposes to offer a new issue of $300 million of Convertible Notes due
2008 through a Rule 144A offering to qualified institutional buyers. These Notes
will be convertible into Celgene Corporation common stock at a price to be
determined.
The Notes and the common stock issuable upon conversion of the Notes have not
been registered under the Securities Act of 1933, as amended, or applicable
state securities laws, and unless so registered, may not be offered or sold in
the United States, except pursuant to an applicable exemption from the
registration requirements of the Securities Act of 1933, as amended, and
applicable state securities laws.
This press release shall not constitute an offer to sell or the solicitation of
an offer to sell or the solicitation of an offer to buy the Notes. This press
release is being issued pursuant to and in accordance with Rule 135c under the
Securities Act of 1933, as amended.
Celgene Corporation, headquartered in Warren, New Jersey, is an integrated
biopharmaceutical company engaged primarily in the discovery, development and
commercialization of novel therapies for the treatment of cancer and
inflammatory diseases through gene and protein regulation. For more information,
please 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.
Exhibit 99.2
Contact: Robert J. Hugin
Senior VP and CFO
Celgene Corporation
(732) 271-4102
Celgene Corporation Announces Pricing of $325 Million Convertible Note Offering
- Transaction Highlights: 1.75% Coupon and 50.0% Conversion Premium -
WARREN, NJ - (May 29, 2003) - Celgene Corporation (NASDAQ: CELG) announced today
that it agreed to privately place $325 million aggregate principal amount of
Convertible Notes due 2008. These Notes will be convertible into Celgene
Corporation common stock at a conversion price of $48.45 per share (reflecting a
premium of 50%, relative to the NASDAQ closing price for Celgene common stock of
$32.30 on May 28, 2003), and will bear interest at a rate of 1.75% per annum.
The Company has granted the initial purchaser of the Notes a 30-day option to
purchase an additional $75 million principal amount of the Notes. The placement
of the notes is expected to close on June 3, 2003.
Celgene expects to use the net proceeds of the offering for general corporate
purposes. The Notes will be convertible into shares of the Company's common
stock upon the occurrence of certain events. The offering is being made by means
of an offering memorandum to qualified institutional buyers pursuant to Rule
144A of the Securities Act of 1933, as amended.
The Notes and the common stock issuable upon conversion of the Notes have not
been registered under the Securities Act of 1933, as amended, or applicable
state securities laws, and unless so registered, may not be offered or sold in
the United States, except pursuant to an applicable exemption from the
registration requirements of the Securities Act of 1933, as amended, and
applicable state securities laws.
This press release shall not constitute an offer to sell or the solicitation of
an offer to sell or the solicitation of an offer to buy the Notes. This press
release is being issued pursuant to and in accordance with Rule 135c under the
Securities Act of 1933, as amended.
Celgene Corporation, headquartered in Warren, New Jersey, is an integrated
biopharmaceutical company engaged primarily in the discovery, development and
commercialization of novel therapies for the treatment of cancer and
inflammatory diseases through gene and protein regulation. For more information,
please 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.
Exhibit 99.3
Contact: Robert J. Hugin
Senior VP and CFO
Celgene Corporation
(732) 271-4102
Initial Purchaser Exercises Option to Purchase an Additional $75 Million of the
$325 Million of 1.75% Convertible Notes
WARREN, NJ - (May 30, 2003) - Celgene Corporation (NASDAQ: CELG) announced today
that the initial purchaser of $325 million of its 1.75% Convertible Notes due
2008 has elected to exercise its option to purchase an additional $75 million
principal amount of such Notes. As a result, the final aggregate principal
amount of the offering of the Notes will be $400 million. These Notes will be
convertible into Celgene Corporation common stock at a conversion price of
$48.45 per share (reflecting a premium of 50%, relative to the NASDAQ closing
price for Celgene common stock of $32.30 on May 28, 2003). The placement of the
Notes is expected to close on June 3, 2003.
As previously announced, Celgene expects to use the net proceeds of the offering
for general corporate purposes. The offering is being made by means of an
offering memorandum to qualified institutional buyers pursuant to Rule 144A of
the Securities Act of 1933, as amended.
The Notes and the common stock issuable upon conversion of the Notes have not
been registered under the Securities Act of 1933, as amended, or applicable
state securities laws, and unless so registered, may not be offered or sold in
the United States, except pursuant to an applicable exemption from the
registration requirements of the Securities Act of 1933, as amended, and
applicable state securities laws.
This press release shall not constitute an offer to sell or the solicitation of
an offer to sell or the solicitation of an offer to buy the Notes. This press
release is being issued pursuant to and in accordance with Rule 135c under the
Securities Act of 1933, as amended.
Celgene Corporation, headquartered in Warren, New Jersey, is an integrated
biopharmaceutical company engaged primarily in the discovery, development and
commercialization of novel therapies for the treatment of cancer and
inflammatory diseases through gene and protein regulation. For more information,
please 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.