CELG Celgene Corporation

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):  April 14, 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)

 

¨    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 5.02

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

 

On April 15, 2015, Celgene Corporation (the “Company”) announced the election of Michael W. Bonney to its Board of Directors effective on April 14, 2015. As a member of the Company’s Board of Directors, Mr. Bonney will receive an annual fee of $75,000. In addition, under the Company’s 2008 Stock Incentive Plan, on April 14, 2015, the Company granted to Mr. Bonney 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 Mr. Bonney to the Board of Directors.

 

ITEM 9.01

FINANCIAL STATEMENTS AND EXHIBITS.

 

Exhibit 99.1 — Press Release dated April 15, 2015 announcing the election of Mr. Michael W. Bonney 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: April 15, 2015	By:	/s/Peter N. Kellogg
		Name:	Peter N. Kellogg
		Title:	Executive Vice President and Chief Financial Officer

 

 

 

EXHIBIT 99.1

 

 

Contacts:

For Celgene:

Investors:

(908) 673-9628 investors@celgene.com

 

Media:

(908) 673-2275 media@celgene.com

 

CELGENE CORPORATION ELECTS MR. MICHAEL W. BONNEY

TO ITS BOARD OF DIRECTORS

 

SUMMIT, NJ – (April 15, 2015) – Celgene Corporation (NASDAQ: CELG) today announced the election of Michael W. Bonney to its Board of Directors. Mr. Bonney served as Chief Executive Officer and a member of the Board of Directors of Cubist Pharmaceuticals, Inc. from June 2003 until his retirement on December 31, 2014.

 

In addition to his tenure as CEO of Cubist, Mr. Bonney’s vast healthcare experience includes serving as President and Chief Operating Officer of Cubist from January 2002 to June 2003; holding various positions of increasing responsibility at Biogen, Inc., from 1995 – 2001; and serving in positions of increasing responsibility in sales, marketing and strategic planning at Zeneca Pharmaceuticals over an eleven year period.

 

Mr. Bonney currently serves as a director of Alnylam Pharmaceuticals, Inc. He is also a trustee of the Tekla complex of life sciences and healthcare dedicated funds. Mr. Bonney was a Director of NPS Pharmaceuticals, Inc. from 2005 until its sale to Shire plc in February 2015. Mr. Bonney received a B.A. in Economics from Bates College and currently chairs the board of trustees of Bates College.

 

“Mike’s extensive leadership and operational experience will help guide us as we execute our key strategic imperatives,” said Bob Hugin, Celgene Chairman and Chief Executive Officer. “Celgene will benefit greatly from Mike’s knowledge and insights on the increasingly dynamic global healthcare environment.”

 

  

About Celgene

 

Celgene Corporation, headquartered in Summit, New Jersey, is an integrated global pharmaceutical company engaged primarily in the discovery, development and commercialization of innovative therapies for the treatment of cancer and inflammatory diseases through gene and protein regulation. For more information, please visit www.celgene.com. Follow Celgene on Twitter @Celgene, and on Pinterest and LinkedIn.

 

Forward-Looking Statements

 

This press release contains forward-looking statements, which are generally statements that are not historical facts. Forward-looking statements can be identified by the words "expects," "anticipates," "believes," "intends," "estimates," "plans," "will," “outlook” and similar expressions. Forward-looking statements are based on management’s current plans, estimates, assumptions and projections, and speak only as of the date they are made. We undertake no obligation to update any forward-looking statement in light of new information or future events, except as otherwise required by law. Forward-looking statements involve inherent risks and uncertainties, most of which are difficult to predict and are generally beyond our control. Actual results or outcomes may differ materially from those implied by the forward-looking statements as a result of the impact of a number of factors, many of which are discussed in more detail in our Annual Report on Form 10-K and our other reports filed with the Securities and Exchange Commission.

 

# # #