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): December 6, 2006
CELGENE CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 0-16132 22-2711928
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(State or other jurisdiction of (Commission File Number) (IRS Employer
incorporation) Identification No.)
86 Morris Avenue, Summit, New Jersey 07901
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (908) 673-9000
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(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):
[_] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[_] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[_] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[_] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
ITEM 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF PRINCIPAL OFFICERS; COMPENSATORY ARRANGEMENTS OF
CERTAIN OFFICERS.
APPOINTMENT OF CHIEF FINANCIAL OFFICER
On December 7, 2006, Celgene Corporation announced the appointment
of David W. Gryska as Chief Financial Officer. Mr. Gryska will lead
the worldwide finance organization, which includes accounting and
reporting, strategic planning and analysis, treasury, tax, audit,
and corporate communications. In connection with this appointment,
Mr. Gryska will receive an annual base salary of $450,000; will be
eligible to participate in the Management Incentive Plan with an
incentive target equal to 50% of his annual base salary and maximum
award equal to 200% of the target award; is expected to participate
in the 2007 - 2009 Long Term Incentive Plan, or LTIP, with a payout
targeted at 50% of his annual base salary and a maximum potential
payout of 100% of his annual base salary contingent upon approval of
the plan by the Compensation Committee. Payout under the 2007 - 2009
LTIP Plan is in 2010 contingent upon achievement of established
goals. Mr. Gryska has also been granted the option to purchase
25,000 shares of Celgene Corporation common stock and will be
granted an additional 25,000 options pursuant to the 1998 Stock
Incentive Plan on March 6, 2007, June 6, 2007 and September 6, 2007.
Attached hereto and incorporated herein by reference as Exhibit 99.1
is the Press Release announcing the appointment.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
Exhibits
99.1 - Press Release dated December 7, 2006 announcing the
appointment of David W. Gryska as Chief Financial Officer.
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: December 7, 2006 By: /s/ Robert J. Hugin
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Name: Robert J. Hugin
Title: President and
Chief Operating Officer
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
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99.1 Press release dated December 7, 2006 announcing the appointment
of David W. Gryska as Chief Financial Officer.