SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 1
TO
FORM 10-K
Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934 (Fee Required) For the fiscal year ended December 31, 2004
Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act
of 1934 (No Fee Required) For the transition period from ________ to ___________
Commission File No. 0-16132
CELGENE CORPORATION
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(Exact name of registrant as specified in its charter)
DELAWARE 22-2711928
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(State or other jurisdiction of (I.R.S. Employer Identification)
incorporation or organization)
86 Morris Avenue
Summit, New Jersey 07901
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(Address of principal executive offices) (Zip Code)
(908) 673-9000
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(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, Par Value $.01 Per Share
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(Title of Class)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes X No
---
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K/A or any amendment to
this Form 10-K/A. [X]
Indicate by check mark whether the registrant is an accelerated filer (as
defined in 12b-2 of the Act).
Yes X No
---
The aggregate market value of voting stock held by non-affiliates of the
registrant on June 30, 2004, the last business day of the registrant's most
recently completed second quarter, was $4,694,329,287 based on the last reported
sale price of the registrant's Common Stock on the NASDAQ National Market on
that date. There were 165,269,970 shares of Common Stock outstanding as of March
1, 2005.
EXPLANATORY NOTE
On March 16, 2005, as a result of technical inadvertence by a financial printer,
a draft document captioned "Annual Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934, for the fiscal year ended December 31, 2004" on
Form 10-K was filed with the Securities and Exchange Commission (the "SEC"), on
behalf of Celgene Corporation (the "Company"). The Company has requested that
the SEC withdraw such filing. Nothing in such filing should be relied upon in
any respect. The Company intends to file a fully reviewed Annual Report on Form
10-K for the fiscal year ended December 31, 2004 in the next several days.
SIGNATURES
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Pursuant to the requirements of Section 13 or 15 (d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned thereunto duly authorized.
CELGENE CORPORATION
By: /s/ JOHN W. JACKSON
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John W. Jackson
Chairman of the Board and Chief Executive Officer
Date: March 18, 2005
Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed below by the following persons on behalf of
the registrant and in the capacities and on the dates indicated.
SIGNATURE TITLE DATE
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/s/ John W. Jackson Chairman of the Board and Chief Executive Officer March 18, 2005
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John W. Jackson
* Director, Chief Operating Officer March 18, 2005
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Sol J. Barer
/s/ Robert J. Hugin Director, Chief Financial Officer March 18, 2005
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Robert J. Hugin
* Director March 18, 2005
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Jack L. Bowman
* Director March 18, 2005
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Frank T. Cary
* Director March 18, 2005
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Michael D. Casey
* Director March 18, 2005
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Arthur Hull Hayes, Jr.
* Director March 18, 2005
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Gilla Kaplan
* Director March 18, 2005
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Richard C. E. Morgan
* Director March 18, 2005
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Walter L. Robb
/s/ James R. Swenson Controller (Chief Accounting Officer) March 18, 2005
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James R. Swenson
By: /s/ ROBERT J. HUGIN
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Robert J. Hugin
Attorney-in-Fact
* Executed by Attorney-in-Fact