0001571049-16-012645.txt : 20160304 0001571049-16-012645.hdr.sgml : 20160304 20160304160144 ACCESSION NUMBER: 0001571049-16-012645 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20160301 ITEM INFORMATION: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20160304 DATE AS OF CHANGE: 20160304 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CELGENE CORP /DE/ CENTRAL INDEX KEY: 0000816284 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 222711928 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-34912 FILM NUMBER: 161485251 BUSINESS ADDRESS: STREET 1: 86 MORRIS AVENUE CITY: SUMMIT STATE: NJ ZIP: 07901 BUSINESS PHONE: (908)673-9000 MAIL ADDRESS: STREET 1: 86 MORRIS AVENUE CITY: SUMMIT STATE: NJ ZIP: 07901 8-K 1 t1600608_8k.htm 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

Date of Report (Date of earliest event reported): March 1, 2016

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:

¨ 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 5.03.

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

As previously reported, effective March 1, 2016, Robert J. Hugin assumed the role of Executive Chairman of Celgene Corporation (the “Company”), Mark Alles became Chief Executive Officer of the Company, and Jacqualyn Fouse became President and Chief Operating Officer of the Company. Effective March 1, 2016, the Company’s Board of Directors amended the Company’s bylaws (the “Amendment”) to clarify that an Executive Chairman shall be an executive officer of the Company.

The foregoing description of the Amendment is qualified in its entirety by reference to the full text of the Amendment, a copy of which is attached hereto as Exhibit 3.1 and incorporated herein by reference.

ITEM 9.01

Financial Statements and Exhibits.

d) Exhibits

Exhibit 3.1 – Amendment to the Company’s By-Laws

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: March 4, 2016

	By:	/s/ Peter N. Kellogg
	Name: Peter N. Kellogg
	Title: Executive Vice President and Chief Financial Officer

EX-3.1 2 t1600608_ex3-1.htm EXHIBIT 3.1

Exhibit 3.1

Amendment to the By-Laws of Celgene Corporation

(As adopted by the Board of Directors Effective March 1, 2016)

Article III, Section 3.1 is amended to read in its entirety as follows:

Section 3.1 Executive Officers.

The executive officers of the Corporation shall be a Chief Executive Officer, a President, one or more Vice Presidents, a Treasurer, and a Secretary, each of whom shall be elected by the Board of Directors. The Board of Directors may elect or appoint such other officers, including an Executive Chairman, a Controller and one or more Assistant Treasurers and Assistant Secretaries as it may deem necessary or desirable. Each officer shall hold office for such term as may be prescribed by the Board of Directors from time to time. Any person may hold at one time two or more offices.