Securities Registration: Employee Benefit Plan (s-8)
July 28 2016 - 4:35PM
Edgar (US Regulatory)
As filed with the Securities and Exchange
Commission on July 28, 2016
Registration No. 333-
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM S-8
REGISTRATION
STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
CELGENE
CORPORATION
(Exact Name of Registrant as Specified
in Its Charter)
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Delaware
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22-2711928
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(State
or Other Jurisdiction of
Incorporation
or Organization)
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(I.R.S. 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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Celgene
Corporation 2008 Stock Incentive Plan
(Amended
and Restated as of April 15, 2015)
(Full Title
of the Plan)
Copy to:
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Mark J. Alles
Chief Executive Officer
Celgene Corporation
86 Morris Avenue
Summit, New Jersey 07901
(Name
and Address of Agent for Service)
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Robert A. Cantone, Esq.
Proskauer Rose LLP
Eleven Times Square
New York, New York 10036
(212) 969-3000
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(908) 673-9000
(Telephone
Number, Including Area Code, of Agent For Service)
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Indicate by check mark whether the registrant is a large accelerated
filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated
filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
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Large accelerated filer
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x
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Accelerated filer
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¨
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Non-accelerated filer
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¨
(Do not check if a smaller reporting company)
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Smaller reporting company
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¨
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CALCULATION OF REGISTRATION FEE
Title Of Securities
To Be Registered
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Amount
To Be
Registered
(1)
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Proposed
Maximum
Offering Price
Per Share
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Proposed
Maximum
Aggregate
Offering Price
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Amount of
Registration Fee
(3)
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Common Stock, par value $0.01 per share
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17,500,000
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$
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106.47
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(2)
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$
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1,863,181,250.00
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(2)
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$
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187,622.35
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(1)
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This Registration Statement covers 17,500,000 additional shares of common stock, par value $0.01 per share, of Celgene Corporation (the “Registrant” or the “Corporation”) available for issuance pursuant to awards under the Corporation’s 2008 Stock Incentive Plan (Amended and Restated as of April 15, 2015) (the “Plan”). In accordance with Rule 416(a) under the Securities Act of 1933, as amended, this Registration Statement also covers any additional shares of common stock of the Registrant that become issuable pursuant to awards by reason of any stock dividend, stock split, recapitalization or other similar transaction that results in an increase in the number of the outstanding shares of common stock of the Registrant.
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(2)
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Calculated solely for purposes of this offering
under Rules 457(c) and 457(h) under the Securities Act of 1933, as amended, on the basis of the average of the high ($107.48)
and low ($105.46) selling prices per share of common stock of the Registrant on July 21, 2016, as reported on
the Nasdaq Global Select Market.
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(3)
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Pursuant to General Instruction E to Form S-8, a filing fee is only being paid with respect to the registration of 17,500,000 additional securities for the Plan. A Registration Statement on Form S-8 has been filed previously on each of January 4, 1999 (Registration No. 333-70083), June 20, 2000, March 21, 2001 (Registration No. 333-39716), July 26, 2001 (Registration No. 333-65908), August 14, 2003 (Registration No. 333-107980), June 30, 2005 (Registration No. 333-126296), November 8, 2006 (Registration No. 333-138497), July 31, 2008 (Registration No. 333-152655), July 31, 2009 (Registration No. 333-160955), November 2, 2011 (Registration No. 333-177669), October 29, 2012 (Registration No. 333-184634), October 30, 2013 (Registration No. 333-191996), October 28, 2014 (Registration No. 333-199638) and November 5, 2015 (Registration No. 333-207840) for the existing securities under the Plan.
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EXPLANATORY NOTE
Incorporation by Reference
. This
Registration Statement is filed pursuant to General Instruction E to Form S-8. The contents of the Registration Statement on Form
S-8 (Registration No. 333-207840) are incorporated herein by reference and made a part hereof.
Registration of Additional Shares of
Common Stock Under the Plan
. This Registration Statement on Form S-8 is filed by the Registrant to register an additional 17,500,000
shares of common stock, par value $0.01 per share (the “Common Stock”), of Celgene Corporation (the “Registrant” or
the “Corporation”), which may be awarded under the Celgene Corporation 2008 Stock Incentive Plan (Amended and Restated
as of April 15, 2015) (the “Plan”) pursuant to an amendment of the Plan approved by the Corporation’s Board
of Directors on April 13, 2016, effective and approved by the stockholders of the Registrant on June 15, 2016.
PART II
INFORMATION REQUIRED IN THE REGISTRATION
STATEMENT
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Item 3.
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Incorporation of Documents by Reference.
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The contents of the Registration Statement
on Form S-8 previously filed with the Securities and Exchange Commission (the “Commission”) on November 5, 2015 (Registration
No. 333-207840) by the Corporation are incorporated herein by reference. In addition, the following new documents filed with the
Commission by the Corporation are incorporated herein by reference:
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(a)
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the Corporation’s Annual Report on Form 10-K for the fiscal year ended December 31, 2015, filed with the Commission on February 11, 2016;
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(b)
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the Corporation’s Quarterly Reports on
Form 10-Q for the fiscal quarters ended March 31, 2016 and June 30, 2016, filed with the Commission on May
3, 2016 and July 28, 2016, respectively;
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(c)
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the Corporation’s Current Reports on Form
8-K, filed with the Commission on January 7, 2016, January 11, 2016 (other than with respect to Item 2.02 and Exhibit 99.1
in one of two Form 8-K filings on that date), February 12, 2016, March 4, 2016, March 7, 2016, April 18, 2016, June
15, 2016, and July 26, 2016.
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(d)
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the portions of the Definitive Proxy Statement on Schedule 14A for the 2016 annual meeting of stockholders held on June 15, 2016 to the extent incorporated by reference in the Annual Report on Form 10-K for the year ended December 31, 2015; and
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(e)
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the description of the Company’s Common Stock contained in the Corporation’s Registration Statement on Form 8-A, File No. 0-16132, including any amendment or report filed for the purpose of updating such description.
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All documents filed by the Registrant pursuant
to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended, subsequent to the effective date of
this Registration Statement, prior to the filing of a post-effective amendment to this Registration Statement indicating that all
securities offered hereby have been sold or deregistering all securities then remaining unsold, shall be deemed to be incorporated
by reference herein and to be part hereof from the date of filing of such documents. In no event, however, will any information
that the Registrant discloses under Item 2.02 or Item 7.01 of any Current Report on Form 8-K that the Registrant may
from time to time furnish to the Commission be incorporated by reference into, or otherwise become a part of, this Registration
Statement. Any statement contained in any document incorporated or deemed to be incorporated by reference herein shall be deemed
to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in
any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes
such statement. Any such statement so modified or superseded shall not be deemed to constitute a part of this Registration Statement,
except as so modified or superseded.
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Exhibit
No.
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Description
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5
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Opinion of Proskauer Rose LLP*
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23.1
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Consent of KPMG LLP*
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23.2
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Consent of Proskauer Rose LLP (included in Exhibit 5)*
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24
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Power of Attorney*
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99.1
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Celgene Corporation 2008 Stock Incentive Plan (Amended and Restated as of April 15, 2015) (incorporated by reference to Exhibit 10.1 to the Corporation’s Current Report on Form 8-K filed with the Commission on June 18, 2015), as amended effective June 15, 2016 (such amendment incorporated by reference to Exhibit 10.1 to the Corporation’s Current Report on Form 8-K filed with the Commission on June 15, 2016)
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SIGNATURES
Pursuant to the requirements of the Securities
Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements
for filing on Form S-8 and has duly caused this Registration Statement on Form S-8 to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Summit, State of New Jersey on July 28,
2016.
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CELGENE CORPORATION
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By:
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/s/ Mark J. Alles
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Mark J. Alles
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Chief Executive Officer
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Pursuant to the requirements of the Securities
Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the date
indicated.
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Signature
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Title
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Date
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/s/ Mark J. Alles
Mark J. Alles
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Chief Executive Officer (Principal Executive Officer)
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July 28, 2016
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/s/ Peter N. Kellogg
Peter N. Kellogg
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Executive Vice President and Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)
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July 28, 2016
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/s/ Robert J. Hugin
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Executive Chairman and Director
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July 28, 2016
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Robert J. Hugin
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*
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Director
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July 28, 2016
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Richard W. Barker, D.Phil.
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*
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Director
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July 28, 2016
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Michael W. Bonney
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*
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Director
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July 28, 2016
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Michael D. Casey
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Director
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July 28, 2016
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Carrie S. Cox
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Director
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July 28, 2016
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Jacqualyn A. Fouse, Ph.D.
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*
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Director
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July 28, 2016
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Michael A. Friedman, M.D.
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Director
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July 28, 2016
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Julia A. Haller, M.D.
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Director
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July 28, 2016
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Gilla Kaplan, Ph.D.
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Director
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July 28, 2016
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James J. Loughlin
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Ernest Mario
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Director
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July 28, 2016
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*By:
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/s/ Robert J. Hugin
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Robert J. Hugin
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Attorney-in-Fact
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EXHIBIT INDEX
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Exhibit
No.
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Description
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5
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Opinion of Proskauer Rose LLP*
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23.1
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Consent of KPMG LLP*
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23.2
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Consent of Proskauer Rose LLP (included in Exhibit 5)*
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24
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Power of Attorney*
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99.1
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Celgene Corporation 2008 Stock Incentive Plan (Amended and Restated
as of April 15, 2015) (incorporated by reference to Exhibit 10.1 to the Corporation’s Current Report on Form 8-K filed
with the Commission on June 18, 2015), as amended effective June 15, 2016 (such amendment incorporated by reference
to Exhibit 10.1 to the Corporation’s Current Report on Form 8-K filed with the Commission on June 15, 2016)
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*
Filed herewith
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