-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, AmMQW1dcXGnSuRa2UjElYyxOuZkNZVAIeBCdruMi0OiEbwZw1UnBOwUvcpDYMt59 WfKCGtRYUB1NdjNoxbPFEQ== 0001005150-00-000092.txt : 20000203 0001005150-00-000092.hdr.sgml : 20000203 ACCESSION NUMBER: 0001005150-00-000092 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20000127 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20000127 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CELGENE CORP /DE/ CENTRAL INDEX KEY: 0000816284 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMMERCIAL PHYSICAL & BIOLOGICAL RESEARCH [8731] IRS NUMBER: 222711928 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-16132 FILM NUMBER: 514030 BUSINESS ADDRESS: STREET 1: 7 POWDER HORN DR CITY: WARREN STATE: NJ ZIP: 07059 BUSINESS PHONE: 9082711001 MAIL ADDRESS: STREET 1: 7 POWDER HORN DRIVE STREET 2: P O BOX 4914 CITY: WARREN STATE: NJ ZIP: 07059 8-K 1 FORM 8-K - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 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 January 27, 2000 0-16132 ------------------------------- ---------------------------- Date of Report Commission File Number (Date of earliest event reported) CELGENE CORPORATION (Exact name of registrant as specified in its charter) Delaware 22-2711928 --------------------------------- -------------------------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification Number) 7 POWDER HORN DRIVE WARREN, NEW JERSEY 07059 ------------------------------------------------------------ (Address of Principal Executive Offices) (Zip Code) (732) 271-1001 ------------------------------------------------------------ (Registrant's telephone number, including area code) - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- ITEM 5. OTHER EVENTS. On January 27, 2000, Celgene Corporation (the "Company") issued a press release announcing its results for the three months and year ended December 31, 1999. The press release is filed as an exhibit hereto and is hereby incorporated by reference. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS. (a) not applicable (b) not applicable (c) Exhibits 99 Press Release, dated January 27, 2000. 2 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Date: January 27, 2000 CELGENE CORPORATION By: /s/ John W. Jackson -------------------------------- Name: John W. Jackson Title: Chairman of the Board and Chief Executive Officer 3 EXHIBIT INDEX EXHIBIT DESCRIPTION PAGE - ---------------- --------------------------------------- ---------------- 99.1 Press Release, dated January 27, 2000. 4 Exhibit 99.1 FOR IMMEDIATE RELEASE - --------------------- CONTACT: ROBERT J. HUGIN SENIOR VP AND CFO CELGENE CORPORATION (732) 271-4102 CELGENE CORPORATION ANNOUNCES FOURTH QUARTER RESULTS WARREN, NJ (JANUARY 27, 2000) - Celgene Corporation (NASDAQ: CELG) announced today results for the three months and year ended December 31, 1999. Total revenues for the three months ended December 31, 1999 were $9.4 million, consisting of product sales of THALOMID(R) (thalidomide) of $9.0 million and $425,000 of revenues from research contracts. For the comparable period in 1998, total revenues were $2.7 million, consisting of product sales of THALOMID of $2.2 million and $430,000 of revenues from research contracts. The $9.0 million of THALOMID sales for the three months ended December 31, 1999 represents a 42% increase over the $6.3 million in THALOMID sales for the three months ended September 30, 1999. The net loss applicable to common stockholders for the three months ended December 31, 1999 was $2.8 million, or $0.16 per share, compared with $8.4 million, or $0.51 per share, for the comparable period in 1998. Total revenues in 1999 were $26.2 million, compared with $3.8 million in 1998. Total revenues in 1999 consisted of product sales of THALOMID of $24.1 million and $2.1 million of revenues from research contracts. Total revenues in 1998 consisted of product sales of THALOMID of $3.3 million and $535,000 of revenues from research contracts. The net loss applicable to common stockholders in 1999 was $21.8 million, or $1.28 per share, compared with $25.1 million, or $1.55 per share, in 1998. January 27, 2000 Page 2 The net loss applicable to common stockholders for the three months and year ended December 31, 1999 includes a tax benefit of $3.0 million from the sale of a portion of Celgene's New Jersey tax loss carryforwards. The 1998 results of operations included a one time gain of $7.0 million from the sale of Celgene's discontinued chiral chemical intermediate business. Research and development expenses for the three months ended December 31, 1999 were $5.3 million, an 8% increase over the research and development expenses of $4.9 million for the previous three-month period. This increase was primarily due to increased clinical trial costs, primarily for ATTENADE(TM). Selling, general and administrative expenses were $8.4 million for the three months ended December 31, 1999, a 27% increase over the selling, general and administrative expenses of $6.6 million for the previous three-month period. This increase was primarily due to the expansion of Celgene's sales and commercialization organization and increased warehousing and distribution expenses. Research and development expenses for the year ended December 31, 1999 were $19.6 million, compared with $19.8 million in 1998. Although research and development expenses remained little changed year over year, spending on clinical trials for THALOMID, ATTENADE, SelCIDs(TM) and IMiDs(TM) increased significantly, but was offset by decreased expenses related to the THALOMID regulatory approval process and spending on pre-clinical toxicology. In 1999, selling, general and administrative expenses were $26.2 million, compared with $16.2 million in 1998. This increase was primarily due to the expansion of Celgene's sales and commercialization organization and increased warehousing and distribution expenses, January 27, 2000 Page 3 including Celgene's System for Thalidomide Education and Prescribing Safety (S.T.E.P.S.(TM)) program which is designed to facilitate the safe and appropriate use of THALOMID. Celgene Corporation, headquartered in Warren, NJ, is an independent biopharmaceutical company engaged in the discovery, development and commercialization of small molecule drugs for cancer and immunological diseases. Please feel free to visit Celgene's website: http://www.Celgene.com. This release contains certain forward-looking statements which involve known and unknown risks, delays, uncertainties and other factors not under Celgene's control which may cause actual results, performance or achievements of Celgene to be materially different from the results, performance or other expectations implied by these forward-looking statements. These factors include actions by the Food and Drug Administration and other regulatory authorities, and those factors detailed in Celgene's filings with the Securities and Exchange Commission, such as reports on Forms 10-K, 10-Q and 8-K. # # # CELGENE CORPORATION CONSOLIDATED FINANCIAL RESULTS
--------------------------------------------------- THREE MONTHS ENDED YEAR ENDED DECEMBER 31, DECEMBER 31, ------------------------- ------------------------- 1998 1999 1998 1999 ------------- ----------- ------------ ------------ (UNAUDITED) (UNAUDITED) In thousands, except per share data STATEMENTS OF OPERATIONS DATA: Revenues: Product sales ....................................................... $ 2,235 $ 8,988 $ 3,266 $ 24,052 Research contracts .................................................. 430 425 535 2,158 ------- -------- --------- --------- Total Revenues .................................................... 2,665 9,413 3,801 26,210 Expenses: Cost of goods sold .................................................. 223 906 282 2,983 Research and development ............................................ 5,804 5,280 19,772 19,646 Selling, general and administrative ................................. 5,011 8,389 16,219 26,236 ------- -------- --------- --------- Total expenses .................................................... 11,038 14,575 36,273 48,865 ------- -------- --------- --------- Operating loss ....................................................... (8,373) (5,162) (32,472) (22,655) Other--income (expense), net ......................................... (2) (701) 449 (2,144) ------- -------- --------- --------- Loss before tax benefit............................................... (8,375) (5,863) (32,023) (24,799) Tax benefit........................................................... -- 3,018 -- 3,018 ------- -------- --------- --------- Loss from continuing operations ...................................... (8,375) (2,845) (32,023) (21,781) Gain from discontinued operations, net ............................... -- -- 6,955 -- Accretion of premium payable on preferred stock and warrants ......... -- -- 25 -- ------- -------- --------- --------- Net loss applicable to common stockholders ........................... $(8,375) $ (2,845) $ (25,093) $ (21,781) ======= ======== ========= ========= Per share--basic and diluted: Loss from continuing operations, net ................................ $ (0.51) $ (0.16) $ (1.98) $ (1.28) Net loss applicable to common stockholders .......................... $ (0.51) $ (0.16) $ (1.55) $ (1.28) ======= ======== ========= ========= Weighted average number of shares of common stock outstanding ......................................................... 16,449 17,334 16,160 17,012
--------------------------- DECEMBER 31, --------------------------- 1998 1999 ------------- ------------- (UNAUDITED) In thousands BALANCE SHEET DATA: Cash and cash equivalents and marketable securities available for sale $ 5,124 $ 19,527 Total assets .......................................................... 11,928 32,334 Long term convertible notes ........................................... 8,349 38,495 Total stockholders' deficit ........................................... (3,733) (15,709)
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