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): June 17, 2015
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)) |
ITEM 8.01 | OTHER EVENTS. |
On June 17, 2015, Celgene Corporation (the “Company”) issued a press release announcing the authorization of the repurchase of up to an additional $4.0 billion of the Company’s common stock. Purchases may be made in the open market or in privately negotiated transactions from time to time, as determined by Celgene’s management and in accordance with the requirements of the Securities and Exchange Commission. A copy of this press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
ITEM 9.01 | FINANCIAL STATEMENTS AND EXHIBITS. |
(d) Exhibit 99.1 Press Release dated June 17, 2015.
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: June 17, 2015 | By: | /s/ Peter N. Kellogg | |
Peter N. Kellogg | |||
Executive Vice President and | |||
Chief Financial Officer |
2 |
EXHIBIT INDEX
Exhibit No. | Description | |
99.1 | Press Release dated June 17, 2015. |
3 |
Exhibit 99.1
Contact: | Patrick E. Flanigan III | Brian Gill |
VP, Investor Relations | VP, Corporate Communications | |
Celgene Corporation | Celgene Corporation | |
(908) 673-9969 | (908) 673-9530 |
CELGENE ANNOUNCES ADDITIONAL $4 BILLION SHARE REPURCHASE AUTHORIZATION
SUMMIT, NJ – (June 17, 2015) – Celgene Corporation (NASDAQ: CELG) today announced that during its June meeting the Company's Board of Directors authorized the repurchase of up to an additional $4.0 billion of the Company's common stock.
This open-ended program is effective immediately. Purchases may be made in the open market or in privately negotiated transactions from time to time, as determined by Celgene's management and in accordance with the requirements of the Securities and Exchange Commission. Celgene now has a total of approximately $5.2 billion remaining from previous authorizations plus the new authorization. Since 2009, Celgene has returned approximately $12.3 billion to shareholders through the repurchase program.
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 gene and protein regulation. For more information, please visit www.celgene.com. Follow Celgene on Social Media: @Celgene, Pinterest, LinkedIn and YouTube.
Forward-Looking Statements
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.
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