Document


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K/A
Amendment No. 2

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): March 6, 2018

CELGENE CORPORATION
(Exact name of registrant as specified in its charter)

Delaware
 
001-34912
 
22-2711928
(State or other jurisdiction
of incorporation)
 
(Commission
File Number)
 
(IRS Employer
Identification No.)

86 Morris Avenue, Summit, New Jersey
 
07901
(Address of principal executive offices)
 
(Zip Code)

Registrant’s telephone number, including area code: (908) 673-9000


(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

p
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

p
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

p
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

p
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company p

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. p






Explanatory Note:

On March 6, 2018, Celgene Corporation (the “Company”) filed a Current Report on Form 8-K (the “Initial Form 8-K”) to report the completion of its acquisition of Juno Therapeutics, Inc., a Delaware corporation (“Juno”), pursuant to the Agreement and Plan of Merger, dated as of January 21, 2018 (the “Merger Agreement”), by and among Celgene, Juno and Blue Magpie Corporation, a Delaware corporation and wholly-owned subsidiary of Celgene (“Purchaser”). On May 18, 2018, the Company filed Amendment No. 1 to amend the Initial Form 8-K to include the audited historical financial statements of Juno and the unaudited pro forma condensed combined financial statements as of and for the year ended December 31, 2017.

The Company is filing this Amendment No. 2 on Form 8-K/A to include the unaudited pro forma condensed combined statement of operations for the nine months ended September 30, 2018 as referenced in Item 9.01 of this Form 8-K. The disclosures included in Amendment No. 1 otherwise remain unchanged.

Item 9.01 Financial Statements and Exhibits

(a)
Pro forma financial information

The unaudited pro forma condensed combined statement of operations for the nine months ended September 30, 2018 is presented as if the acquisition had occurred on January 1, 2017 and combines the historical results of operations of Celgene and Juno for the nine months ended September 30, 2018. Such unaudited pro forma condensed combined statement of operations for the nine months ended September 30, 2018 is included as Exhibit 99.5 to this Form 8-K and is incorporated by reference herein.

An unaudited pro forma condensed combined balance sheet as of September 30, 2018 is not included in this Form 8-K as Juno is already included in Celgene’s consolidated balance sheet as of September 30, 2018.

(b) Exhibits
Exhibit No.
 
Description
2.1*
 
23.1*
 
99.1*
 
99.2*
 
99.3*
 
    99.4*
 
   99.5
 
 
 
* Previously filed.





SIGNATURES

Pursuant to the requirements of the Securities and 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
 
 
Date: January 25, 2019
By:
/s/ David V. Elkins
 
 
David V. Elkins
 
 
 
 
Executive Vice President and
Chief Financial Officer
(principal financial and accounting officer)