As filed with the Securities and Exchange Commission on July 31, 2008

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)

Delaware		22-2711928
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification No.)
86 Morris Avenue
Summit, New Jersey		07901
(Address of Principal Executive Offices)		(Zip Code)

Celgene Corporation 2008 Stock Incentive Plan
(formerly known as the Celgene Corporation 1998 Stock Incentive Plan)
(Full Title of the Plan)

Sol J. Barer		Copy to:
Chief Executive Officer Celgene Corporation 86 Morris Avenue Summit, New Jersey 07901 (Name and Address of Agent for Service)		Robert A. Cantone, Esq. Proskauer Rose LLP 1585 Broadway New York, New York 10036 (212) 969-3000

(908) 673-9000
(Telephone Number, Including Area Code, of Agent For Service)

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. (Check one):

Large accelerated filer þ		Accelerated filer o		Non-accelerated filer   o (Do not check if a smaller reporting company)		Smaller Reporting Company o

Proposed Maximum

Proposed Maximum

Amount

Title Of Each Class Of Securities

Amount To Be

Offering Price

Aggregate

Of

To Be Registered

Registered(1)

Per Share

Offering Price

Registration Fee (2)

Common Stock, par value $0.01 per share

10,155,135

$72.38(2)

$735,028,671.30(3)

$28,886.63

 

 

EXPLANATORY NOTE

     Incorporation by Reference. This Registration Statement is filed pursuant to General Instruction E to Form S-8. The contents of each of the Registration Statements on Form S-8 (Registration Nos. 333-70083, 333-39716, 333-65908, 333-107980, 333-126296 and 333-138497) 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 10,155,135 shares of common stock, par value $0.01 per share, of Celgene Corporation, which may be awarded under the Celgene Corporation 2008 Stock Incentive Plan (formerly known as the Celgene Corporation 1998 Stock Incentive Plan) pursuant to an amendment and restatement of such plan authorized by the stockholders of the Registrant on June 18, 2008.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

     The contents of each of the Registration Statements on Form S-8 previously filed with the Securities and Exchange Commission (the “Commission”) on January 4, 1999 (Registration No. 333-70083), June 20, 2000 (Registration No. 333-39716), March 20, 2001, Post-Effective Amendment No. 1 with a Reoffer Prospectus (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), and November 8, 2006 (Registration No. 333-138497) by Celgene Corporation, a Delaware corporation (the “Corporation” or the “Registrant”), are incorporated herein by reference. In addition, the following new documents filed with the Commission by the Corporation are incorporated herein by reference:

(a)		the Corporation’s Annual Report on Form 10-K for the fiscal year ended December 31, 2007, filed with the Commission on February 20, 2008;
(b)		the Corporation’s Quarterly Report for the fiscal quarter ended March 31, 2008, filed with the Commission on May 12, 2008;
(c)		the Corporation’s Quarterly Report for the fiscal quarter ended June 30, 2008, filed with the Commission on July 31, 2008;
(d)		the Current Reports on Form 8-K, filed with the Commission on January 3, 2008, January 24, 2008, January 28, 2008, February 8, 2008, February 21, 2008, March 6, 2008, March 7, 2008, April 21, 2008, May 22, 2008 and June 24, 2008; and
(e)		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.

     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.

Item 8. Exhibits.

Exhibit No.		Description
5		Opinion of Proskauer Rose LLP*
10		Celgene Corporation 2008 Stock Incentive Plan (formerly known as the Celgene Corporation 1998 Stock Incentive Plan) (incorporated by reference to Exhibit 10.1 to the Corporation’s Current Report on Form 8-K filed with the Commission on June 24, 2008)

Exhibit No.		Description
23.1		Consent of KPMG LLP*
23.2		Consent of Proskauer Rose LLP (included in Exhibit 5)*
24		Power of Attorney (included on signature page).*

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 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Summit, State of New Jersey on this 30^th day of July, 2008.

POWER OF ATTORNEY

     KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Sol J. Barer and Robert J. Hugin, and each of them, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement on Form S-8 and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

     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.

Signature		Title		Date
/s/ Sol J. Barer, Ph.D.   Sol J. Barer, Ph.D.		Chairman of the Board; Chief Executive Officer (Principal Executive Officer)		July 30, 2008
/s/ Robert J. Hugin   Robert J. Hugin		Director; President; Chief Operating Officer		July 30, 2008
/s/ David W. Gryska   David W. Gryska		Chief Financial Officer		July 30, 2008
/s/ Michael D. Casey   Michael D. Casey		Director		July 30, 2008
/s/ Rodman L. Drake   Rodman L. Drake		Director		July 30, 2008
		Director
Arthur Hull Hayes, Jr., M.D.
/s/ Gilla Kaplan, Ph.D.   Gilla Kaplan, Ph.D.		Director		July 30, 2008
/s/ James J. Loughlin   James J. Loughlin		Director		July 30, 2008
/s/ Ernest Mario   Ernest Mario		Director		July 30, 2008
/s/ Walter L. Robb, Ph.D.   Walter L. Robb, Ph.D.		Director		July 30, 2008
/s/ Andre Van Hoek   Andre Van Hoek		Controller (Principal Accounting Officer)		July 30, 2008

EXHIBIT INDEX

Exhibit No.		Description
5		Opinion of Proskauer Rose LLP*
10		Celgene Corporation 2008 Stock Incentive Plan (formerly known as the Celgene Corporation 1998 Stock Incentive Plan) (incorporated by reference to Exhibit 10.1 to the Corporation’s Current Report on Form 8-K filed with the Commission on June 24, 2008)
23.1		Consent of KPMG LLP*
23.2		Consent of Proskauer Rose LLP (included in Exhibit 5)*
24		Power of Attorney (included on signature page).*