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
Date of Report (Date of earliest event reported): October 21, 2004
CELGENE CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 0-16132 22-2711928
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(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
7 Powder Horn Drive, Warren, New Jersey 07059
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (732) 271-1001
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(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):
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
See Item 2.01.
ITEM 2.01 COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS
On October 21, 2004, Celgene Corporation and its operating subsidiary, Celgene
UK Manufacturing Limited, entered into a definitive agreement to acquire, and
simultaneously completed the acquisition (the "Acquisition") of, all of the
outstanding shares of Penn T Limited ("Penn T"), the UK based manufacturer of
THALOMID(R), from a consortium of private investors for approximately $110
million in cash. The cash consideration was determined by the parties in
arms-length negotiations and was paid from Celgene's existing cash and cash
equivalents. A copy of the Share Acquisition Agreement is attached hereto as
Exhibit 99.1 and is incorporated by reference herein.
Prior to the Acquisition, Celgene and Penn T were parties to a Manufacturing
Agreement pursuant to which Penn T manufactured THALOMID(R) for Celgene.
In connection with the Acquisition, on October 21, 2004, Celgene and its
operating subsidiary, Penn T, entered into a Technical Services Agreement with
Penn Pharmaceutical Services Limited ("PPSL") and Penn Pharmaceutical Holding
Limited pursuant to which PPSL will provide the services and facilities
necessary for the manufacture of Celgene's requirements of THALOMID(R) and other
Thalidomide formulations.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(a) To be filed by amendment.
(b) To be filed by amendment.
(c) Exhibit 99.1 - Share Acquisition Agreement dated October 21, 2004
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: October 26, 2004 By: /s/ Robert J. Hugin
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Name: Robert J. Hugin
Title: Senior Vice President and
Chief Financial Officer
EXHIBIT INDEX
Exhibit No. Description
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99.1 Share Acquisition Agreement dated October 21, 2004