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

Date of Report (Date of earliest event reported): February 13, 2018

CELGENE CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	001-34912	22-2711928
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer 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))

Indicate by check mark whether the registrant is an emerging growth company as defined Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ¨

ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.

On February 15, 2018, Celgene Corporation (the “Company”) announced the election of John H. Weiland to its Board of Directors and as a member of the Audit Committee effective on February 13, 2018. Mr. Weiland has over 25 years in the healthcare industry and was most recently the President and Chief Operating Officer of C. R. Bard, Inc., with worldwide responsibility for all of Bard's business operations prior to it being acquired by Becton, Dickinson and Company in December 2017. As a member of the Company’s Board of Directors, Mr. Weiland will receive an annual fee of $75,000. In addition, under the Company’s 2017 Stock Incentive Plan, on February 13, 2018, the Company granted to Mr. Weiland a non-qualified option to purchase 10,000 shares of the Company’s common stock. The option will vest in four equal annual installments commencing on the first anniversary of the date of grant.

A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

d) Exhibits

99.1 Press Release, dated February 15, 2018

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.

	CELGENE CORPORATION
Date: February 15, 2018	By:	/s/ Peter N. Kellogg
		Peter N. Kellogg
		Executive Vice President
		Chief Financial Officer
		(principal financial and accounting officer)

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release dated February 15, 2018 announcing new board member.

EX-99.1

Exhibit 99.1

 

CELGENE CORPORATION ELECTS JOHN WEILAND TO ITS BOARD OF DIRECTORS

SUMMIT, NJ, February 15, 2018 – Celgene Corporation (NASDAQ: CELG) today announced the election of John Weiland to its Board of Directors. Mr. Weiland has over 30 years in the healthcare industry and was most recently the President and Chief Operating Officer of C. R. Bard, Inc. (Bard), with worldwide responsibility for all of Bard's business operations prior to it being acquired by Becton, Dickinson and Company (BD) in December 2017.

Mr. Weiland joined Bard in 1996. Prior to becoming President and COO, Mr. Weiland held the position of Group President of Bard and had global responsibility for Bard Medical Division, Bard Urological Division, Davol Inc., Bard Endoscopic Technologies Division and Bard's Worldwide Manufacturing Operations. In addition, Mr. Weiland also had responsibility for Bard's businesses in Latin America, Mexico, Canada, the Far East and Japan. Mr. Weiland served as a director of Bard since 2005 and prior to it being acquired by BD.

Mr. Weiland started his career at Baxter/American Hospital Supply Corporation in 1977. He rose through numerous managerial positions including Vice President and General Manager of the Scientific Products Biomedical Division, Vice President and General Manager of Baxter International - Scientific Products Division, and Vice President East American Scientific Products Division of Baxter Healthcare Corp. In 1989, he became President and Chief Executive Officer of Pharmacia Diagnostics, Inc., a division of Pharmacia AB Upsala Sweden. In 1991, he was named Senior Vice President North America Group for Dentsply International, the world's leading dental products manufacturer. He holds a B.S. from DeSales University and earned an M.B.A. from New York University.

In addition to his professional activities, Mr. Weiland is actively involved in civic affairs. In 1987, he was named a White House Fellow and served as a Special Assistant to President Reagan's Cabinet. Mr. Weiland is a 2012 recipient of the prestigious Horatio Alger Award. He serves as a director of the Horatio Alger Association, the National Committee for Quality Health Care (NCQHC), Meridian Health System and West Pharmaceutical Services. He also served as a member of the Board of Trustees of DeSales University for nineteen years.

“John is an accomplished leader in the healthcare industry with significant expertise and experience across therapeutic areas and geographies,” said Mark Alles, Chairman and CEO of Celgene Corporation. “His leadership and insight will help to inform and direct Celgene’s long-term growth strategy.”

About Celgene

Celgene Corporation, headquartered in Summit, New Jersey, is an integrated global biopharmaceutical company engaged primarily in the discovery, development and commercialization of innovative therapies for the treatment of cancer and inflammatory diseases through next-generation solutions in protein homeostasis, immuno-oncology, epigenetics, immunology and neuro-inflammation. For more information, please visit www.celgene.com. Follow Celgene on Social Media: @Celgene, Pinterest, LinkedIn, Facebook and YouTube.

Hyperlinks are provided as a convenience and for informational purposes only. Celgene bears no responsibility for the security or content of external websites.

Forward-Looking Statement

This press release contains forward-looking statements, which are generally statements that are not historical facts. Forward-looking statements can be identified by the words "expects," "anticipates," "believes," "intends," "estimates," "plans," "will," "outlook" and similar expressions. Forward-looking statements are based on management's current plans, estimates, assumptions and projections, and speak only as of the date they are made. We undertake no obligation to update any forward-looking statement in light of new information or future events, except as otherwise required by law. Forward-looking statements involve inherent risks and uncertainties, most of which are difficult to predict and are generally beyond our control. Actual results or outcomes may differ materially from those implied by the forward-looking statements as a result of the impact of a number of factors, many of which are discussed in more detail in our Annual Report on Form 10-K and our other reports filed with the Securities and Exchange Commission.

Celgene Contact

Investors:

908-673-9628

investors@celgene.com

Media:

908-673-2275

media@celgene.com