Registration No.  333-

 

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)

 

 

 

 

Celgene Corporation 2008 Stock Incentive Plan

(Amended and Restated as of June 17, 2009)

(Full Title of the Plan)

 

 

 

 

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.

Large accelerated filer þ				Accelerated filer  ¨
Non-accelerated filer   ¨		(Do not check if a smaller reporting company)		Smaller reporting company  ¨

 

 

CALCULATION OF REGISTRATION FEE

 

Title Of Securities To Be Registered	Amount To Be Registered(1)	Proposed Maximum Offering Price Per Share	Proposed Maximum Aggregate Offering Price	Amount Of Registration Fee (3)
Common Stock, par value $0.01 per share	11,200,000	$63.39(2)	$709,968,000(2)	$81,362.33

(1)                    This Registration Statement covers 11,200,000 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 Corporation’s 2008 Stock Incentive Plan (Amended and Restated as of June 17, 2009), as amended (the “Plan”).  In accordance with Rule 416(a) under the Securities Act of 1933, as amended, 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.

(2)                    Calculated solely for purposes of this offering under Rules 457(c) and 457(h) under 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 November 1, 2011, as reported on the Nasdaq Global Select Market.

 

(3)                    Pursuant to General Instruction E to Form S-8, a filing fee is only being paid with respect to the registration of 11,200,000 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), November 8, 2006 (Registration No. 333-138497), July 31, 2008 (Registration No. 333-152655) and July 31, 2009 (Registration No. 333-160955) for the existing securities under the Plan. 

 

 

 

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, 333-138497, 333-152655 and 333-160955) 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 11,200,000 shares of common stock, par value $0.01 per share (the “Common Stock”), of Celgene Corporation (the “Registrant” or the “Corporation”), which may be awarded under the Celgene Corporation 2008 Stock Incentive Plan (Amended and Restated as of June 17, 2009) (the “Plan”) pursuant to an amendment of the Plan approved by the Corporation’s Board of Directors on, and effective as of, April 13, 2011, and approved by the stockholders of the Registrant on June 15, 2011.

 

 

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), November 8, 2006 (Registration No. 333-138497), July 31, 2008 (Registration No. 333-152655) and July 31, 2009 (Registration No. 333-160955) by the Corporation are incorporated herein by reference.  In addition, the following new documents filed with the Commission by the Corporation are incorporated herein by reference:

 

(a)                                  the Corporation’s Annual Report on Form 10-K for the fiscal year ended December 31, 2010, filed with the Commission on March 1, 2011;

(b)                                 the Corporation’s Quarterly Reports on Form 10-Q for the fiscal quarters ended March 31, 2011, June 30, 2011 and September 30, 2011, filed with the Commission on May 5, 2011, August 3, 2011 and November 2, 2011, respectively;

(c)                                  the Corporation’s Current Reports on Form 8-K, filed with the Commission on January 4, 2011, January 10, 2011 (solely with respect to Item 8.01 set forth therein), February 17, 2011, June 20, 2011 (as amended on August 25, 2011), September 6, 2011 and October 14, 2011;

(d)                                 the portions of the Definitive Proxy Statement on Schedule 14A for the 2011 annual meeting of stockholders held on June 15, 2011 to the extent incorporated by reference in the Annual Report on Form 10-K for the year ended December 31, 2010; and

(d)                                 the description of the Company’s Common Stock contained in the Corporation’s 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.

Exhibit No.		Description
5		Opinion of Proskauer Rose LLP*
23.1		Consent of KPMG LLP*

 

II-1

 

23.2		Consent of Proskauer Rose LLP (included in Exhibit 5)*
24		Power of Attorney (included on signature page)*
99.1		Celgene Corporation 2008 Stock Incentive Plan (Amended and Restated as of June 17, 2009) (the “Plan”) (incorporated by reference to Exhibit 10.1 to the Corporation’s Current Report on Form 8-K filed with the Commission on June 18, 2009)
99.2		Amendment No. 1 to the Plan (incorporated by reference to Exhibit 10.1 to the Corporation’s Current Report on Form 8-K filed with the Commission on June 20, 2011)
* Filed herewith.

 

II-2

 

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 2nd day of November, 2011.

 

	CELGENE CORPORATION
	By:	/s/ Robert J. Hugin
		Robert J. Hugin
		Chairman of the Board, President and Chief Executive Officer

 

II-3

 

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Robert J. Hugin his or her true and lawful attorney-in-fact and agent, 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 attorney-in-fact and agent 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 attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

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.

 

Signature		Title		Date
/s/ Robert J. Hugin		Chairman of the Board; President; Chief		November 2, 2011
Robert J. Hugin		Executive Officer (Principal Executive Officer)
/s/ Jacqualyn A. Fouse		Senior Vice President; Chief Financial Officer		November 2, 2011
Jacqualyn A. Fouse		(Principal Financial Officer)
/s/ Michael D. Casey		Director		November 2, 2011
Michael D. Casey
/s/ Carrie S. Cox		Director		November 2, 2011
Carrie S. Cox
/s/ Rodman L. Drake		Director		November 2, 2011
Rodman L. Drake
/s/ Michael A. Friedman, M.D.		Director		November 2, 2011
Michael A. Friedman, M.D.
/s/ Gilla Kaplan, Ph.D.		Director		November 2, 2011
Gilla Kaplan, Ph.D.
/s/ James J. Loughlin		Director		November 2, 2011
James J. Loughlin
/s/ Ernest Mario		Director		November 2, 2011
Ernest Mario
/s/ Andre Van Hoek		Controller (Principal Accounting Officer)		November 2, 2011
Andre Van Hoek

 

II-4

 

EXHIBIT INDEX

 

Exhibit No.		Description
5		Opinion of Proskauer Rose LLP*
23.1		Consent of KPMG LLP*
23.2		Consent of Proskauer Rose LLP (included in Exhibit 5)*
24		Power of Attorney (included on signature page).*
99.1		Celgene Corporation 2008 Stock Incentive Plan (Amended and Restated as of June 17, 2009) (the “Plan”) (incorporated by reference to Exhibit 10.1 to the Corporation’s Current Report on Form 8-K filed with the Commission on June 18, 2009)
99.2		Amendment No. 1 to the Plan (incorporated by reference to Exhibit 10.1 to the Corporation’s Current Report on Form 8-K filed with the Commission on June 20, 2011)

 

* Filed herewith