S-8
As
filed with the Securities and Exchange Commission on July 31, 2008
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
CELGENE CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
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Delaware
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22-2711928 |
(State or Other Jurisdiction of
Incorporation or Organization)
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(I.R.S. Employer Identification No.) |
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86 Morris Avenue |
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Summit, New Jersey
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07901 |
(Address of Principal Executive Offices)
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(Zip Code) |
Celgene Corporation 2008 Stock Incentive Plan
(formerly known as the Celgene Corporation 1998 Stock Incentive Plan)
(Full Title of the Plan)
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Sol J. Barer
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Copy to: |
Chief Executive Officer
Celgene Corporation
86 Morris Avenue
Summit, New Jersey 07901
(Name and Address of Agent for Service)
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Robert A. Cantone, Esq.
Proskauer Rose LLP
1585 Broadway
New York, New York 10036
(212) 969-3000 |
(908) 673-9000
(Telephone Number, Including Area Code, of Agent For Service)
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer,
a non-accelerated filer, or a smaller reporting company.
See the definitions of large
accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act. (Check one):
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Large accelerated filer þ |
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Accelerated filer o |
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Non-accelerated filer o
(Do not check if a smaller reporting company) |
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Smaller Reporting Company o |
CALCULATION OF REGISTRATION FEE
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Proposed Maximum |
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Proposed Maximum |
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Amount |
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Title Of Each Class Of Securities |
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Amount To Be |
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Offering Price |
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Aggregate |
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Of |
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To Be Registered |
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Registered(1) |
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Per Share |
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Offering Price |
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Registration Fee (2) |
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Common Stock, par value $0.01 per share |
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10,155,135 |
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$72.38(2) |
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$735,028,671.30(3) |
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$28,886.63 |
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(1) |
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This Registration Statement covers 10,155,135 additional shares of common stock, par value
$0.01 per share, of Celgene Corporation (the Registrant or the Corporation) available for
issuance pursuant to awards under the Corporations 2008 Stock Incentive Plan (formerly known
as the Corporations 1998 Stock Incentive Plan) (the Plan). This Registration Statement
also covers any additional shares of common stock of the Registrant that become issuable
pursuant to awards by reason of any stock dividend, stock split, recapitalization or other
similar transaction that results in an increase in the number of the outstanding shares of
common stock of the Registrant. |
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(2) |
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Pursuant to General Instruction E to Form S-8, a filing fee is only being paid with respect
to the registration of additional securities for the Plan. A Registration Statement on Form
S-8 has been filed previously on each of January 4, 1999 (Registration No. 333-70083), June
20, 2000 and March 20, 2001 (Registration No. 333-39716), July 26, 2001 (Registration No.
333-65908), August 14, 2003 (Registration No. 333-107980), June 30, 2005 (Registration No.
333-126296) and November 8, 2006 (Registration No. 333-138497) for the existing securities
under the Plan. |
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(3) |
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Calculated solely for purposes of this offering under Rules 457(c) and 457(h) of the
Securities Act of 1933, as amended, on the basis of the average of the high and low selling
prices per share of common stock of the Registrant on July 24, 2008, as reported on the Nasdaq
Global Select Market. |
TABLE OF CONTENTS
EXPLANATORY NOTE
Incorporation by Reference. This Registration Statement is filed pursuant to General
Instruction E to Form S-8. The contents of each of the Registration Statements on Form S-8
(Registration Nos. 333-70083, 333-39716, 333-65908, 333-107980, 333-126296 and 333-138497) are
incorporated herein by reference and made a part hereof.
Registration of Additional Shares of Common Stock Under the Plan. This Registration
Statement on Form S-8 is filed by the Registrant to register an additional 10,155,135 shares of
common stock, par value $0.01 per share, of Celgene Corporation, which may be awarded under the
Celgene Corporation 2008 Stock Incentive Plan (formerly known as the Celgene Corporation 1998 Stock
Incentive Plan) pursuant to an amendment and restatement of such plan authorized by the
stockholders of the Registrant on June 18, 2008.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The contents of each of the Registration Statements on Form S-8 previously filed with the
Securities and Exchange Commission (the Commission) on January 4, 1999 (Registration No.
333-70083), June 20, 2000 (Registration No. 333-39716), March 20, 2001, Post-Effective Amendment
No. 1 with a Reoffer Prospectus (Registration No. 333-39716), July 26, 2001 (Registration No.
333-65908), August 14, 2003 (Registration No. 333-107980), June 30, 2005 (Registration No.
333-126296), and November 8, 2006 (Registration No. 333-138497) by Celgene Corporation, a Delaware
corporation (the Corporation or the Registrant), are incorporated herein by reference. In
addition, the following new documents filed with the Commission by the Corporation are incorporated
herein by reference:
(a) |
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the Corporations Annual Report on Form 10-K for the fiscal year ended December 31, 2007,
filed with the Commission on February 20, 2008; |
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the Corporations Quarterly Report for the fiscal quarter ended March 31, 2008, filed with
the Commission on May 12, 2008; |
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(c) |
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the Corporations Quarterly Report for the fiscal quarter ended June 30, 2008, filed with the
Commission on July 31, 2008; |
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(d) |
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the Current Reports on Form 8-K, filed with the Commission on January 3, 2008, January 24,
2008, January 28, 2008, February 8, 2008, February 21, 2008, March 6, 2008, March 7, 2008,
April 21, 2008, May 22, 2008 and June 24, 2008; and |
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(e) |
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the description of the Companys common stock contained in the Corporations Registration
Statement on Form 8-A, File No. 0-16132, including any amendment or report filed for the
purpose of updating such description. |
All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Securities Exchange Act of 1934, as amended, subsequent to the effective date of this Registration
Statement, prior to the filing of a post-effective amendment to this Registration Statement
indicating that all securities offered hereby have been sold or deregistering all securities then
remaining unsold, shall be deemed to be incorporated by reference herein and to be part hereof from
the date of filing of such documents. In no event, however, will any information that the
Registrant discloses under Item 2.02 or Item 7.01 of any Current Report on Form 8-K that the
Registrant may from time to time furnish to the Commission be incorporated by reference into, or
otherwise become a part of, this Registration Statement. Any statement contained in any document
incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Registration Statement to the extent that a statement contained
herein or in any other subsequently filed document which also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed to constitute a part of this Registration Statement, except as so
modified or superseded.
Item 8. Exhibits.
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Exhibit No. |
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Description |
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5
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Opinion of Proskauer Rose LLP* |
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10
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Celgene Corporation 2008 Stock Incentive Plan (formerly
known as the Celgene Corporation 1998 Stock Incentive
Plan) (incorporated by reference to Exhibit 10.1 to the
Corporations Current Report on Form 8-K filed with the
Commission on June 24, 2008) |
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Exhibit No. |
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Description |
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23.1
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Consent of KPMG LLP* |
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23.2
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Consent of Proskauer Rose LLP (included in Exhibit 5)* |
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Power of Attorney (included on signature page).* |
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the requirements for
filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by
the undersigned, thereunto duly authorized, in the City of Summit, State of New Jersey on this
30th day of July, 2008.
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CELGENE CORPORATION
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By: |
/s/ Sol J. Barer
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Sol J. Barer |
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Chairman of the Board and Chief Executive
Officer |
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POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby
constitutes and appoints Sol J. Barer and Robert J. Hugin, and each of them, his or her true and
lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or
her and in his or her name, place and stead, in any and all capacities, to sign any and all
amendments (including post-effective amendments) to this registration statement on Form S-8 and to
file the same, with all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of
them, full power and authority to do and perform each and every act and thing requisite and
necessary to be done, as fully to all intents and purposes as he or she might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them,
or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
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Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration
Statement has been signed by the following persons in the capacities and on the date indicated.
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Signature |
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Date |
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/s/ Sol J. Barer, Ph.D.
Sol J. Barer, Ph.D.
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Chairman of the Board; Chief Executive
Officer (Principal Executive Officer)
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July 30, 2008 |
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/s/ Robert J. Hugin
Robert J. Hugin
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Director; President; Chief Operating
Officer
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July 30, 2008 |
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/s/ David W. Gryska
David W. Gryska
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Chief Financial Officer
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July 30, 2008 |
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/s/ Michael D. Casey
Michael D. Casey
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Director
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July 30, 2008 |
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/s/ Rodman L. Drake
Rodman L. Drake
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Director
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July 30, 2008 |
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Director |
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Arthur Hull Hayes, Jr., M.D.
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/s/ Gilla Kaplan, Ph.D.
Gilla Kaplan, Ph.D.
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Director
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July 30, 2008 |
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/s/ James J. Loughlin
James J. Loughlin
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Director
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July 30, 2008 |
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/s/ Ernest Mario
Ernest Mario
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Director
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July 30, 2008 |
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/s/ Walter L. Robb, Ph.D.
Walter L. Robb, Ph.D.
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Director
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July 30, 2008 |
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/s/ Andre Van Hoek
Andre Van Hoek
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Controller (Principal Accounting Officer)
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July 30, 2008 |
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EXHIBIT INDEX
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Exhibit No. |
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Description |
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5
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Opinion of Proskauer Rose LLP* |
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10
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Celgene Corporation 2008 Stock Incentive Plan (formerly known
as the Celgene Corporation 1998 Stock Incentive Plan)
(incorporated by reference to Exhibit 10.1 to the
Corporations Current Report on Form 8-K filed with the
Commission on June 24, 2008) |
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23.1
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Consent of KPMG LLP* |
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23.2
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Consent of Proskauer Rose LLP (included in Exhibit 5)* |
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24
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Power of Attorney (included on signature page).* |