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):  October 15, 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)

 

o    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 

 

 

 

ITEM 5.02DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.

 

On October 16, 2015, Celgene Corporation (the “Company”) announced the election of Julia A. Haller, M.D. to its Board of Directors effective on October 15, 2015. As a member of the Company’s Board of Directors, Dr. Haller will receive an annual fee of $75,000. In addition, under the Company’s 2008 Stock Incentive Plan, on October 15, 2015, the Company granted to Dr. Haller a non-qualified option to purchase 10,000 shares of the Company’s common stock. The option will vest in four equal annual installments commencing on the first anniversary of the date of grant.

 

Attached hereto and incorporated herein by reference as Exhibit 99.1 is the Press Release announcing the election of Dr. Haller to the Board of Directors.

 

ITEM 9.01FINANCIAL STATEMENTS AND EXHIBITS.

 

Exhibit 99.1 — Press Release dated October 15, 2015 announcing the election of Dr. Julia A. Haller 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: October 16, 2015  By:   /s/ Peter N. Kellogg 
    Name:   Peter N. Kellogg 
    Title:   Executive Vice President and
Chief Financial Officer