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): February 2, 2007
CELGENE CORPORATION
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(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 Identification No.)
incorporation)
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 CERTAIN OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN
OFFICERS.
(e) On February 2, 2007 the Management Compensation and Development Committee
of the Board of Directors, or the Compensation Committee, of Celgene
Corporation, or the Company, approved a resolution to establish the
performance measures for the 2007 - 2009 Long Term Incentive Plan, or
LTIP, and the 2007 goals under the Management Incentive Plan, or MIP.
In 2003, the Company established the LTIP program under its 1998 Stock
Incentive Plan, which is a long-term program designed to provide key
officers and executives with specified incentive opportunities contingent
upon achievement of pre-established corporate performance objectives and
continued employment. The goals of the program are to create focus on key
long-term objectives over time while creating a retention vehicle to
ensure management continuity in key functional areas. The 2007 - 2009
LTIP, or the 2007 Cycle, began on January 1, 2007 and will end on December
31, 2009. Performance measures for the 2007 Cycle are based on the
following components: 25% on earnings per share, 25% on net income and 50%
on revenue. For the 2007 cycle, performance awards will be expressed as a
percentage of base salary. Although the Compensation Committee reserves
the right at the time of payment to pay these awards in the form of cash
or shares, it is anticipated that they will be payable in cash. It is
anticipated that named executive officers will participate in this plan.
The MIP is designed to provide a variable cash compensation component for
executives and employees who achieve annual corporate, business unit and
individual goals. Employee goals are set annually based upon
corporate-wide objectives to focus and motivate employees to achieve key
business targets and to create employee ownership. Executive goals are
based exclusively on achievement of key performance measures and for 2007
are based on the following components: 25% on earnings per share; 25% on
revenue; and, 10% on each of specific milestones related to the clinical
advancement of REVLIMID(R), further clinical development of the Company's
product candidates, research and development findings, further regulatory
advancement of REVLIMID(R) and specific milestones related to further
international and corporate developments. It is anticipated that named
executive officers will participate in this plan.
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: February 7, 2007 By: /s/ David W. Gryska
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Name: David W. Gryska
Title: Chief Financial Officer