================================================================ 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 June 23, 1998 0-16132 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 (State or other jurisdiction (I.R.S. Employer of incorporation or organization) Identification Number) 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 June 23, 1998, Celgene Corporation (the "Company") entered into a Stock Purchase Agreement (the "Stock Purchase Agreement") with Biovail Laboratories Incorporated ("Biovail"), a Barbados corporation incorporated under the International Business Companies Act, 1991-24. Pursuant to the Stock Purchase Agreement, Biovail purchased $2.5 million worth of the Company's Common Stock, par value $.01 per share. Item 7. Financial Statements, Unaudited Pro Forma Financial Information and Exhibits. (a) Not applicable. (b) Not applicable (c) Exhibits 10 Stock Purchase Agreement dated June 23, 1998 between Celgene Corporation and Biovail Laboratories Incorporated. 99 Press Release, dated June 23, 1998. 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: July 15, 1998 CELGENE CORPORATION By: /s/ John W. Jackson Name: John W. Jackson Title: Chairman of the Board and Chief Executive Officer