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): December 8, 2006
CELGENE CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 0-16132 22-2711928
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(State or other jurisdiction of (Commission File Number) (IRS Employer
incorporation) Identification No.)
86 Morris Avenue, Summit, New Jersey 07901
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (908) 673-9000
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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.
On December 11, 2006, Celgene Corporation, or the Company, announced that on
December 8, 2006 it entered into a material definitive agreement for the
purchase of an active pharmaceutical ingredient (API) manufacturing facility
from Siegfried Ltd. located in Zofingen, Switzerland, and simultaneously
consummated such purchase. The Company is purchasing the assets for
approximately a total of $46.5 million in cash, with an initial payment of $12.5
million. The manufacturing facility has the capability to produce multiple drug
substances and initially will be used to produce REVLIMID(R) to supply global
markets.
Attached hereto as Exhibit 99.1 is the Press Release announcing the transaction.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
Exhibit 99.1 Press Release dated December 11, 2006 announcing the acquisition
of an API manufacturing facility from Siegfried Ltd.
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: December 12, 2006 By: /s/ Robert J. Hugin
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Name: Robert J. Hugin
Title: President and
Chief Operating Officer
EXHIBIT INDEX
Exhibit No. Description
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Exhibit 99.1 Press Release dated December 11, 2006 announcing the
acquisition of an API manufacturing facility from
Siegfried Ltd.