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): January 7, 2007
CELGENE CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 0-16132 22-2711928
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(State or other jurisdiction of (Commission File Number) (IRS Employer
incorporation) Identification No.)
86 Morris Avenue, Summit, New Jersey 07901
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (908) 673-9000
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(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
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|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
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|_| 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 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF
DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS; COMPENSATORY
ARRANGEMENTS OF CERTAIN OFFICERS.
On January 8, 2007, Celgene Corporation announced the election of
James J. Loughlin to the Company's Board of Directors effective
January 7, 2007. Mr. Loughlin is an experienced corporate director
with a distinguished 40-year career with KPMG LLP, one of the
world's leading professional accounting and business consulting
firms. Mr. Loughlin started his career at KPMG LLP in 1964 and
reached National Director of the Pharmaceuticals Practice, one of
the highest levels of corporate management and governance within
the Practice. Mr. Loughlin served a five-year term as member of
the Board of Directors of KPMG LLP. Mr. Loughlin will serve as a
member of the Audit Committee of the Celgene Board of Directors.
As a Board member, Mr. Loughlin will receive an annual fee of
$30,000 and $2,500 for each Board Meeting attended in person or
$500 for each Board Meeting attended telephonically. In addition,
Mr. Loughlin will receive $4,000 annually as a member of the Audit
Committee. Under the 1995 Non-Employee Directors' Incentive Plan,
Mr. Loughlin will be granted a non-qualified option to purchase
20,000 shares of the Company's common stock, which vest in four
equal annual installments commencing on the first anniversary of
the date of grant. Under the 1995 Non-Employee Directors'
Incentive Plan, Mr. Loughlin will also be eligible to receive
quarterly grants of 3,750 options aggregating 15,000 options
annually, which vest one year from the date of grant.
Attached hereto and incorporated herein by reference as Exhibit
99.1 is the Press Release announcing such action.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
Exhibit 99.1 Press Release dated January 8, 2007 announcing
the election of James J. Loughlin to the Company's
Board of Directors.
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: January 10, 2007 By: /s/ David W. Gryska
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Name: David W. Gryska
Title: Chief Financial Officer
EXHIBIT INDEX
Exhibit No. Description
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99.1 Press Release dated January 8, 2007 announcing the election
of James J. Loughlin to the Company's Board of Directors.