Current Report Filing (8-k)
March 08 2019 - 5:05PM
Edgar (US Regulatory)
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 8, 2019
CELGENE CORPORATION
(Exact name of registrant as specified
in its charter)
Delaware
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001-34912
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22-2711928
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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86 Morris Avenue, Summit,
New Jersey
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07901
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(Address of principal executive offices)
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(Zip Code)
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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:
¨
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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¨
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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¨
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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¨
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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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 7.01
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REGULATION FD DISCLOSURE.
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On March 8, 2019, Celgene Corporation (“
Celgene
”)
notified American Stock Transfer & Trust Company, LLC (the “
Trustee
”), the trustee under the Contingent
Value Rights Agreement, dated as of October 15, 2010 (the “
CVR Agreement
”), between Celgene and the Trustee,
that the Company filed its annual report on Form 10-K on February 26, 2019 in which it reported net sales of $1,062,215,292 for
Abraxane for the fiscal year ended December 31, 2018, and in connection with such net sales achievement a net sales payment in
the amount of $1,555,382 will be paid to the Trustee on or before March 25, 2019. The Trustee will pay to the holders of the contingent
value rights as of March 23, 2019 a pro rata portion of such net sales payment. A copy of the notice is attached hereto as Exhibit
99.1 and is incorporated herein by reference.
In accordance with General Instruction B.2 of Form 8-K,
the information in this Current Report on Form 8-K, including Exhibit 99.1, that is furnished pursuant to this Item 7.01
shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended
(the “
Exchange Act
”), or otherwise subject to the liabilities of that section, and shall not be incorporated
by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange
Act, except as shall be expressly set forth by specific reference in such filing.
ITEM 9.01
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FINANCIAL STATEMENTS AND EXHIBITS.
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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.
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CELGENE CORPORATION
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Date: March 8, 2019
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By:
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/s/ David V. Elkins
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David V. Elkins
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Executive Vice President
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Chief Financial Officer
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(principal financial and accounting officer)
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