- Filing of certain prospectuses and communications in connection with business combination transactions (425)
August 04 2010 - 12:34PM
Edgar (US Regulatory)
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): August 4, 2010
CELGENE CORPORATION
(Exact name of registrant as specified in its charter)
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Delaware
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0-16132
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22-2711928
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(State or other Jurisdiction of Incorporation)
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(Commission File Number)
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(IRS 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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Registrant’s telephone number,
including area code:
(908) 673-9000
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(Former name or former address if changed since last report.)
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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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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Soliciting material pursuant
to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule
14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule
13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
1
ITEM 8.01 OTHER EVENTS
On August 4, 2010, Celgene Corporation (Celgene) announced that it has received verbal confirmation
of early termination of the Hart-Scott-Rodino Act (HSR) 30-day waiting period without the United
States Federal Trade Commission (FTC) requesting additional information with regard to Celgenes
pending acquisition of Abraxis Bioscience, Inc. A copy of the press release is filed herewith as
Exhibit 99.1 and is incorporated herein by reference.
Celgene anticipates that the transaction will be completed in the third or fourth quarter of 2010.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
Exhibit 99.1 Press Release dated August 4, 2010
This exhibit is furnished pursuant to Item 8.01 and shall not be deemed to be filed.
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.
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CELGENE CORPORATION
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Date: August 4, 2010
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By:
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/s/ David W. Gryska
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Name:
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David W. Gryska
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Title:
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Senior Vice President and
Chief Financial Officer
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