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): April 28, 2004 CELGENE CORPORATION (Exact name of registrant as specified in its charter) Delaware 0-16132 22-2711928 -------------------------------------------------------------------------------- (State or other jurisdiction (Commission File Number) (IRS Employer of incorporation) Identification No.) 7 Powder Horn Drive, Warren, New Jersey 07059 -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (732) 271-1001 -------------------------------------------------------------- (Former name or former address, if changed since last report.) ITEM 5. OTHER EVENTS The information in this Report is furnished solely pursuant to Item 5 of this Form 8-K and relating to a press release, which the Company issued on April 28, 2004. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS. (c) Exhibit 99.1 - Press Release dated April 28, 2004. 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: April 28, 2004 By: /s/ Robert J. Hugin -------------------------------- Name: Robert J. Hugin Title: Senior Vice President and Chief Financial Officer