UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)
ENTREMED, INC.
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(Name of Issuer)
COMMON STOCK, PAR VALUE $0.01 PER SHARE
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(Title of Class of Securities)
29382F 10 3
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(CUSIP Number)
Robert J. Hugin Robert A. Cantone, Esq.
Celgene Corporation c/o Proskauer Rose LLP
86 Morris Avenue 1585 Broadway
Summit, NJ 07901 New York, NY 10036
(908) 673-9000 (212) 969-3000
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
March 31, 2005
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box
|_|
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7 for other parties
to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
CUSIP No. 29382F 10 3 13D
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1 NAME OF REPORTING PERSONS
CELGENE CORPORATION
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
(Intentionally Omitted)
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [_]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
WC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(D) OR 2(E) [_]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware, United States of America
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7 SOLE VOTING POWER
NUMBER OF 23,750,000
SHARES -----------------------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
0 shares
OWNED BY
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EACH 9 SOLE DISPOSITIVE POWER
REPORTING 23,750,000
PERSON -----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
0 shares
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
23,750,000
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[_]
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13 PERCENT OF CLASS REPRESENTED
35.7%
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14 TYPE OF REPORTING PERSON*
CO
EXPLANATORY NOTE
This statement on Schedule 13D (this "Statement") is being filed to
amend Items 1, 2, 3 and 5 of the statement on Schedule 13D filed January 3, 2003
(the "Original Statement") relating to the Reporting Person's beneficial
ownership of common stock, par value $0.01 per share of EntreMed, Inc. No other
items of the Original Statement are amended hereby.
ITEM 1. SECURITY AND ISSUER
This statement on Schedule 13D (this "Statement") relates to the
beneficial ownership of common stock, par value $0.01 per share ("Common Stock")
of EntreMed Inc., a Delaware corporation (the "Company"). The principal
executive offices of the Company are located at 9640 Medical Center Drive,
Rockville, Maryland 20850.
ITEM 2. IDENTITY AND BACKGROUND
(a) - (c) and (f) This statement is being filed by Celgene Corporation,
a Delaware corporation (the "Reporting Person"). Celgene is engaged in the
discovery, development and commercialization of novel therapies for the
treatment of cancer and inflammatory diseases through gene and protein
regulation. The principal executive offices of Celgene are located at 86 Morris
Avenue, Summit, New Jersey 07901.
Attached as Appendix A is information concerning the executive officers
and directors of the Reporting Person, which information is required to be
disclosed in response to Item 2 and Instruction C to Schedule 13D.
(d) The Reporting Person has not been convicted in a criminal
proceeding in the past five years (excluding traffic violations or similar
misdemeanors).
(e) During the past five years, the Reporting Person was not a party to
a civil proceeding of a judicial or administrative body of competent
jurisdiction as a result of which such person was or is subject to a judgment,
decree or final order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities laws or finding any
violation with respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
The aggregate purchase price for the shares of Series A Convertible
Preferred Stock owned by the Reporting Person and a warrant (the "Warrant") to
purchase up to seven million (7,000,000) shares of Common Stock of the Company
was $16,750,000. On March 31, 2005, the Warrant was fully converted into
7,000,000 shares of Common Stock at an exercise price of $1.50 per share. The
source of funds for the acquisition of the shares of Series A Stock and the
Warrant, and the conversion of the Warrant into Common Stock, was the general
working capital of the Reporting Person.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) and (b) The amount shown as beneficially owned by the Reporting
Person represents the 16,750,000 shares of Common Stock into which the shares of
Series A Stock issued to the Reporting Person may presently be converted and the
7,000,000 shares of Common Stock currently held by the Reporting Person, which
represents approximately 35.7% of the shares of Common Stock outstanding
assuming the conversion of all outstanding shares of Series A Stock into Common
Stock.
The approximate percentages of shares of Common Stock reported as
beneficially owned by the Reporting Persons are based upon 42,815,284 shares of
Common Stock outstanding as of March 10, 2005, as represented by the Company in
their Annual Report on Form 10-K, the 16,750,000 shares of Common Stock into
which the shares of Series A Stock may presently be converted and the 7,000,000
shares of Common Stock issued to the Reporting Person on March 31, 2005.
The Reporting Person has sole voting and dispositive power over the
subject shares held by the Reporting Person.
Please see Items 7, 8, 9, 10, 11, and 13 of the cover sheet of this
Statement for the Reporting Person.
(c) Except as set forth herein, the Reporting Person has not effected
any transaction in the Common Stock of the Company during the past 60 days.
(d) Except as set forth herein, no person other than the Reporting
Person is known to have the right to receive or the power to direct the receipt
of dividends from, or the proceeds from the sale of, subject securities held by
the Reporting Person.
(e) Not applicable.
SIGNATURE
After reasonable inquiry and to the best knowledge and belief of the
undersigned, the information set forth in this statement is true, complete and
correct.
Dated: April 4, 2005
CELGENE CORPORATION
By: /s/Robert J. Hugin
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Robert J. Hugin
Senior Vice President and
Chief Financial Officer
APPENDIX A
Executive Officers and Directors of Celgene Corporation
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NAME PRINCIPAL OCCUPATION OR EMPLOYMENT
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John W. Jackson Chairman of the Board and Chief Executive
Officer of the Reporting Person
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Sol J. Barer Director, President and Chief Operating
Officer of the Reporting Person
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Robert J. Hugin Director, Chief Financial Officer and
Senior Vice President of the
Reporting Person
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Michael D. Casey Director
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Jack L. Bowman Retired
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Frank T. Cary Retired
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Arthur Hull Hayes, Jr., M.D. President and Chief Operating Officer
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Gilla Kaplan, Ph. D. Head of Lab and Member
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Richard C.E. Morgan Chairman and Chief Executive Officer
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Walter L. Robb, Ph.D. Private Consultant and President
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The business address of each of the above persons is c/o Celgene
Corporation, 86 Morris Avenue, Summit, New Jersey 07901.