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): January 8, 2018

 

CELGENE CORPORATION

(Exact name of registrant as specified in its charter)

 

 

 

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):

 

o            Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o            Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o            Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o            Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933(§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company o

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

 

 

 

ITEM 2.02          RESULTS OF OPERATIONS AND FINANCIAL CONDITION

 

On January 8, 2018, Celgene Corporation (the “Company”) provided a business update as well as its preliminary 2017 results and financial outlook for 2018 at the 36th Annual J.P. Morgan Healthcare Conference.  Certain preliminary 2017 unaudited results, non-GAAP financial measures and financial outlook are included in the attached press release, which is incorporated herein by reference.  The Company expects to report its 2017 full-year financial results on Thursday, January 25, 2018.

 

The information in this Current Report on Form 8-K, including the exhibit attached hereto, is furnished solely pursuant to Item 2.02 of Form 8-K and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liabilities of that section.  Furthermore, the information in this Current Report on Form 8-K, including the exhibit attached hereto, shall not be deemed to be incorporated by reference into the filings of the Company under the Securities Act of 1933, as amended.

 

ITEM 9.01          FINANCIAL STATEMENTS AND EXHIBITS

 

Exhibit 99.1 — Press Release dated January 8, 2018

 

This exhibit is furnished pursuant to Item 2.02 and shall not be deemed to be “filed.”

 

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EXHIBIT INDEX

 

Exhibit No.		Description
99.1		Press Release dated January 8, 2018 with preliminary 2017 results and financial outlook for 2018

 

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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: January 8, 2018	By:	/s/ Peter N. Kellogg
		Peter N. Kellogg
		Executive Vice President
		Chief Financial Officer
		(principal financial and accounting officer)

 

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