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): November 3, 2006
CELGENE CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 0-16132 22-2711928
----------------------------- ------------------ ----------------------
(State or other jurisdiction of (Commission (IRS Employer
incorporation) File Number) 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):
|_| 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))
1
ITEM 8.01 OTHER EVENTS
Celgene Corporation (the "Company" or "Celgene") is filing this Current Report
on Form 8-K ("Form 8-K") to update certain information that was previously
reported in its Annual Report on Form 10-K for the year ended December 31, 2005
to reflect the realignment of our organizational and reportable business
segments which is further described below. Under United States Securities and
Exchange Commission ("SEC") requirements, previously issued financial statements
that are incorporated by reference in subsequent Securities Act of 1933, as
amended ("1933 Act"), filings are required to be updated to reflect a change in
reportable business segments.
Effective January 1, 2006, the Company has combined the Human Pharmaceuticals
and Stem Cell Therapies segments into a single segment. The decision to combine
the segments was based on how the Company's chief operating decision makers use
internal financial information for evaluating performance and deciding how to
allocate resources among the Company's various functions.
The Stem Cell Therapies segment originated in December 2002, with the Company's
acquisition of Anthrogenesis Corp. Anthrogenesis, which operates as Celgene
Cellular Therapeutics, or CCT, was organized into three main units: (1) stem
cell banking for transplantation, (2) private stem cell banking and (3) the
development of biomaterials for organ and tissue repair. Effective January 1,
2006, CCT financial reporting has been combined with the Human Pharmaceuticals
research organization as the strategic intent of the business has evolved to
focus on discovery, development and commercialization of stem cells in
pharmaceutical use.
In addition to the change in our reportable business segments, this Form 8-K
also contains enhanced disclosure of certain information contained in Part II,
Item 7, "Management's Discussion and Analysis of Financial Conditions and
Results of Operations," and Part II, Item 8, "Financial Statements and
Supplementary Data," of the Company's Annual Report on Form 10-K for the year
ended December 31, 2005. Exhibit 99.1 to this Form 8-K replaces Part II Items 7
and 8 of the Company's Annual Report on Form 10-K for the year ended December
31, 2005.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibit 99.1 - Items 7 and 8 of Part II of the Company's
Annual Report on Form 10-K, as revised, for the year ended
December 31, 2005
Exhibit 99.2 - Consent of KPMG LLP, Independent Registered
Public Accounting Firm
2
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: November 3, 2006 By: /s/ Robert J. Hugin
---------------------- -------------------------
Name: Robert J. Hugin
Title: President and
Chief Operating Officer
3
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
------------- ---------------
99.1 Items 7 and 8 of Part II of the Company's
Annual Report on Form 10-K, as revised, for the
year ended December 31, 2005
99.2 Consent of KPMG LLP, Independent Registered Public
Accounting Firm
4