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 11, 2010
CELGENE CORPORATION
(Exact name of registrant as specified in its charter)
| Delaware | 0-16132 | 22-2711928 | ||
| (State or other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
| 86 Morris Avenue, Summit, New Jersey |
07901 | |
| (Address of Principal Executive Offices) | (Zip Code) |
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:
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))
ITEM 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION
On January 11, 2010, Celgene Corporation announced that it reviewed 2009 achievements and provided an outlook for 2010 at the J.P. Morgan 28th Annual Healthcare Conference. Preliminary 2009 unaudited results indicate that non-GAAP total revenue will increase by approximately 20 percent to approximately $2.67 billion. Non-GAAP diluted earnings per share are expected to increase more than 30% to approximately $2.08. The Company will report its 2009 full-year financial results on Thursday, January 28, 2010.
In 2010, total revenue is targeted to increase approximately 20 percent year-over-year to a range of $3.2 to $3.3 billion, and non-GAAP diluted earnings per share are targeted to increase approximately 25 percent to a range of $2.55 to $2.60.
The information in this Report, including the exhibit attached hereto, is furnished solely pursuant to Item 2.02 of this 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 Report, including the exhibit, shall not be deemed to be incorporated by reference into the filings of the Registrant under the Securities Act of 1933.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
Exhibit 99.1 – Press Release dated January 11, 2010
This exhibit is furnished pursuant to Item 2.02 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.
| CELGENE CORPORATION | ||
Date: January 11, 2010
|
By: /s/ David W. Gryska | |
| Name: David W. Gryska | ||
| Title: Senior Vice President and Chief Financial Officer |