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): April 2, 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.

Celgene Corporation (the “Company”) announced today that, effective April 2, 2018, Scott A. Smith, President and Chief Operating Officer, has left the Company. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

ITEM 8.01 OTHER EVENTS.

The Company is modifying its executive team structure to enhance leadership focus on building the Company for continued long-term success. In addition to existing responsibilities, Chairman and Chief Executive Officer Mark J. Alles will be responsible for strategic leadership of the Company’s global Hematology and Oncology franchise, global Inflammation and Immunology franchise, manufacturing, regulatory, and clinical development. The following members of the Company’s Executive Committee will report directly to Mark J. Alles: Nadim Ahmed, President, Global Hematology and Oncology; Terrie Curran, President, Global Inflammation and Immunology; Jay Backstrom, M.D., Chief Medical Officer and Head of Global Regulatory Affairs; and Joanne Beck, Ph.D., Executive Vice President, Global Pharmaceutical Development and Operations.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

d) Exhibits

99.1 Press Release, dated April 2, 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: April 2, 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 April 2, 2018.

EX-99.1

Exhibit 99.1

CELGENE CORPORATION ANNOUNCES DEPARTURE OF PRESIDENT AND CHIEF OPERATING OFFICER SCOTT A. SMITH

SUMMIT, NJ, April 2, 2018 – Celgene Corporation (NASDAQ: CELG) today announced that Scott A. Smith, President and Chief Operating Officer, is leaving the company effective immediately. His primary responsibilities will be assumed by Chairman and Chief Executive Officer Mark J. Alles.

“Scott has made significant contributions to Celgene, most notably building our Inflammation and Immunology franchise, including the global launch of OTEZLA^®,” said Mark J. Alles, Chairman and CEO of Celgene Corporation. “We thank Scott for his service and wish him well in his future endeavors.”

Scott served as President and COO starting in April 2017. He joined Celgene in 2008 and has held several senior positions, including as Vice President, Global Marketing, Inflammation and Immunology (I&I), Senior Vice President, Global Head of I&I and President, Global I&I.

Celgene is modifying its executive team structure to enhance leadership focus on building Celgene for continued long-term success. In addition to existing responsibilities, Mark will be responsible for strategic leadership of Celgene’s global Hematology and Oncology franchise, global Inflammation and Immunology franchise, manufacturing, regulatory, and clinical development. The following members of the Celgene Executive Committee will report directly to Mark: Nadim Ahmed, President, Global Hematology and Oncology; Terrie Curran, President, Global Inflammation and Immunology; Jay Backstrom, M.D., Chief Medical Officer and Head of Global Regulatory Affairs; and Joanne Beck, Ph.D., Executive Vice President, Global Pharmaceutical Development and Operations.

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

ir@celgene.com

Media:

908-673-2275

media@celgene.com