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): May 22, 2014

 

 

CELGENE CORPORATION

(Exact name of registrant as specified in its charter)

 

 

 

Delaware  

001-34912

  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:

 

¨ 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.

Organizational Changes

On May 22, 2014, Celgene Corporation (the “Company”) issued a press release announcing certain senior management organizational changes that will go into effect on August 1, 2014 as follows:

 

    Mark J. Alles is promoted to President and Chief Operating Officer.

 

    Jacqualyn A. Fouse, PhD, is promoted to President Hematology & Oncology.

 

    Scott Smith is promoted to President Inflammation & Immunology.

 

    Peter N. Kellogg will join the Company as Executive Vice President, Chief Financial Officer.

A copy of the press release is attached hereto as Exhibit 99.1.

Appointment of New Chief Financial Officer

Peter N. Kellogg will join the Company as Executive Vice President on July 1, 2014 and will become Chief Financial Officer on August 1, 2014. Peter will be responsible for core financial functions including Investor Relations, Corporate Strategy, Business Development and Alliance Management. He will report to Robert J. Hugin, the Company’s Chief Executive Officer.

Prior to this appointment, Peter was Chief Financial Officer and Executive Vice President of Merck & Co. Inc. since August 2007. From 2000 to 2007, Peter served as Chief Financial Officer and Executive Vice President of Finance (since 2003) at Biogen Idec Inc. and the former Biogen, Inc. Before that, he served as Senior Vice President, PepsiCo E-Commerce at PepsiCo Inc. from March to July 2000 and as Senior Vice President and Chief Financial Officer, Frito-Lay International, from March 1998 to March 2000. From 1987 to 1998, he served in a variety of senior financial, international and general management positions at PepsiCo and the Pepsi-Cola International, Pepsi-Cola North America, and Frito-Lay International divisions. Prior to joining PepsiCo, Peter was a senior consultant with Arthur Andersen & Co. and Booz Allen & Hamilton. Since March 2007, Peter has been a Director of Metabolix, Inc., a public bioscience and engineering company focused on providing sustainable solutions to the plastics and chemicals industries. He also serves as an advisory board member to Theodent, LLC, an oral care products company. He received a B.S.E. from Princeton University in 1978 and an M.B.A. from The Wharton School in 1982. Peter brings a wealth of experience in finance, biotechnology and leadership that will be a valuable asset and resource to the Company.

In connection with his appointment, the Company entered into an offer letter agreement with Mr. Kellogg (the “Offer Letter”), providing for the terms of his employment, including annual base salary, participation in the Company’s Management Incentive Plan and Long Term Incentive Plan, a one-time grant of options and restricted stock units, ongoing eligibility to participate in the Company’s annual equity award program and its Deferred Compensation Plan, and severance in the event of termination by the Company without cause. Reference is made to the copy of the Offer Letter that is included in this Report as Exhibit 99.2.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

d) Exhibits

Exhibit 99.1 – Press Release dated May 22, 2014

Exhibit 99.2 – Employment offer letter agreement between Celgene Corporation and Peter N. Kellogg, dated May 21, 2014


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: May 22, 2014      
     

By: /s/ Robert J. Hugin

      Name: Robert J. Hugin
      Title: Chairman and Chief Executive Officer

Exhibit 99.1

 

LOGO

 

Contact:

   Jacqualyn A. Fouse, PhD    Patrick E. Flanigan III
   EVP, Chief Financial Officer    VP, Investor Relations
   Celgene Corporation    Celgene Corporation
   (908) 673-9956    (908) 673-9969

ORGANIZATIONAL CHANGES STRENGTHEN AND EXPAND CELGENE

LEADERSHIP TEAM

SUMMIT, NJ – (May 22, 2014) – Celgene Corporation (NASDAQ: CELG) today announced organizational changes that will go into effect on August 1, 2014.

 

  Mark Alles is promoted to President and Chief Operating Officer (COO).

 

  Jacqualyn Fouse, PhD, is promoted to President Hematology & Oncology.

 

  Scott Smith is promoted to President Inflammation & Immunology (I&I).

 

  Peter Kellogg to join Celgene as Executive Vice President, Chief Financial Officer (CFO).

“These changes strengthen and expand our leadership team and position us to best capitalize on the strategic and operational opportunities in the years ahead,” said Bob Hugin, Chairman and Chief Executive Officer. “Mark, Jackie and Scott are outstanding proven leaders and well-prepared for their new responsibilities. Our business and financial strategies will be further enhanced by the expertise and experience that Peter brings to our team.”

As President and COO, Mark will focus on enhancing Celgene’s operational excellence and continue to drive world-class performance across our functional capabilities. With multiple franchises and marketed products in a growing portfolio of therapeutic categories, we are in a strong position to further leverage our global infrastructure and core global operating competencies. Mark is transitioning from his current role as Head of our Hematology & Oncology franchise having previously held multiple positions of increasing responsibility over his ten years at Celgene.

During Jackie’s four years as Celgene’s CFO, she has played a leading role in the formulation of our business and financial strategies, in addition to ensuring the achievement of important corporate milestones. This promotion represents an exceptional opportunity to leverage Jackie’s strong leadership, significant business experience and strategic perspective to lead the Hematology & Oncology franchise to even higher levels of success.


Scott has led our I&I franchise since 2009 from its early development stages to the globally evolving franchise we have today. Scott and his team are delivering exceptional results, including clinical trial execution, regulatory success, and the build-out of a world-class franchise infrastructure supporting the global commercial launch of OTEZLA ® . Going forward, he also assumes an expanded role in strategic corporate initiatives.

Peter will join Celgene on July 1, 2014, and will become CFO effective August 1st. Peter will be responsible for core financial functions including Investor Relations, in addition to Corporate Strategy, Business Development and Alliance Management. He is an industry veteran having most recently served as CFO and Executive Vice President at Merck & Co, Inc. Prior to Merck, Peter was CFO and Executive Vice President of Finance at Biogen Idec Inc.

About Celgene

Celgene Corporation, headquartered in Summit, New Jersey, is an integrated global biopharmaceutical company engaged primarily in the discovery, development and commercialization of novel therapies for the treatment of cancer and inflammatory diseases through gene and protein regulation. For more information, please visit www.celgene.com .

Forward-Looking Statements

This press release contains forward-looking statements, which are generally statements that are not historical facts. Forward-looking statements can be identified by the words “expects,” “anticipates,” “believes,” “intends,” “estimates,” “plans,” “will,” “outlook” and similar expressions. Forward-looking statements are based on management’s current plans, estimates, assumptions and projections, and speak only as of the date they are made. We undertake no obligation to update any forward-looking statement in light of new information or future events, except as otherwise required by law. Forward-looking statements involve inherent risks and uncertainties, most of which are difficult to predict and are generally beyond our control. Actual results or outcomes may differ materially from those implied by the forward-looking statements as a result of the impact of a number of factors, many of which are discussed in more detail in our Annual Report on Form 10-K and our other reports filed with the Securities and Exchange Commission.

Exhibit 99.2

TERMS OF EMPLOYMENT OFFER

POSITION

We are pleased to offer you the position of Executive Vice President and Chief Financial Officer. Subject to the provisions listed in the “General Terms” section below, your start date will be July 1, 2014 and you will assume the responsibilities of EVP & CFO effective August 1, 2014.

CASH COMPENSATION

Your semi-monthly compensation for this position will be $33,333.33 (which when annualized will equal approximately $800,000.00). In addition to this base compensation, you will be eligible to participate in our Management Incentive Plan, which would target you for a bonus of 70% of your eligible base salary earnings, based on the achievement of corporate performance objectives. Actual awards are determined by the Compensation Committee in its sole discretion and are paid annually, typically during the first quarter of the following year. The award may be at, above or below the target level, but you can potentially earn up to 200% of your target award based upon achievement of objectives.

Provided you start your employment with Celgene on or before July 1, 2014 and are actively employed with Celgene through December 31, 2014, your target 2014 bonus to be paid in the first quarter of 2015 will be $560,000, which reflects 70% of your annualized base salary.

LONG-TERM INCENTIVE PLAN

You will be eligible to participate in Celgene’s Long Term Incentive Plan (LTIP) at a target of 100% of your annualized base salary. Payouts under the LTIP can range from 0% to 200% of target, based on the achievement of established goals as determined by the Compensation Committee.

You will be eligible for the following LTIP Plan Cycles on a pro-rata basis: The 2013-2015 Plan and the 2014-2016 Plan. Proration is calculated based on the number of completed months of participation in each cycle. With an anticipated new hire date of July 1, 2014, you will have a total of 18 months in the 2013-2015 Plan and 30 months in the 2014-2016 Plan.

EQUITY COMPENSATION

As a new employee, you will receive a one-time grant of stock options to purchase 50,000 shares of Celgene common stock, at the fair market value on date of grant. The options will have a ten-year term and vest over the first four years, i.e., 25% on each anniversary of the grant. These and all other conditions surrounding the grant have been approved by the Compensation Committee of the Board of Directors or its delegate outlined in the Celgene Corporation 2008 Stock Incentive Plan (Amended and Restated as of April 17, 2013).


You will also be eligible to receive a one-time grant of 30,000 Restricted Stock Units (RSUs). These RSUs will fully vest (100%) on the third anniversary of the grant. Such stock options and RSUs will be issued on the first trading day of the month following your date of hire. These and all other conditions surrounding the grants are outlined in Stock Option & Restricted Stock Unit Award Documents and Stock Option & Restricted Stock Unit Agreements that must be accepted as a condition of the grants.

Please note that the stock option and RSU grant amounts detailed above are reflective of pre-split amounts. If stockholders approve Celgene’s 2-for-1 forward split at the Annual Meeting of Stockholders, currently scheduled for June 18, 2014, and your new hire grant occurs after the split is effected, the stock option and RSU amounts detailed above will correspondingly double.

Additionally, pursuant to approval by the Compensation Committee of the Board of Directors, you will be eligible for participation in Celgene’s on-going equity program. Provided you start employment with Celgene no later than July 1, 2014, you will be eligible for the next quarterly grant after 90 days of employment.

ADDITIONAL PROGRAMS

Health and Welfare Benefits: You will be eligible to participate in all Celgene comprehensive US health and welfare benefit programs on the first day of the month following your date of employment. Information on your Celgene benefits package will be provided under separate cover.

Deferred Compensation Plan: Celgene maintains a Deferred Compensation Plan for a select group of employees. You will be notified when you are eligible to begin participating in the Plan. Enrollment occurs semi-annually, typically at the end of the second quarter and again at the end of the fourth quarter. Information regarding the Plan, your investment options and how to enroll will be available from Celgene’s deferred compensation provider in advance of the enrollment period.

Financial and Tax Planning: You will be eligible for reimbursement up to $15,000 per calendar year for Financial and Tax planning assistance.

Severance Compensation: If your employment is terminated by Celgene at any time, other than for cause, we will pay you severance compensation in an amount equal to twelve months’ base salary and bonus at target, plus continuation of medical and dental benefits at active employee rates, less applicable taxes.

In the event of “double-trigger” circumstance resulting from a change in control, you will be paid an amount equal to eighteen months’ base salary and bonus at target, plus continuation of medical and dental benefits at active employee rates, less applicable taxes, and your unvested stock options and RSUs will fully vest. Additionally, in the event of change in control, under a modified economic cutback, your change in control-related payments would be reduced to avoid the 280G excise tax if the result would be economically beneficial to you. Double-trigger shall mean that there is a change in control AND your position is eliminated, your duties/responsibilities/compensation are significantly reduced or your primary place of work is relocated greater than 50 miles from your current work location within two years of the change in control.

Paid Time Off: You will be eligible for four (4) weeks of vacation and three (3) personal days annually.


Retirement Benefits: You will be eligible to participate in Celgene’s 401(k) Plan on the first day of the month following your date of employment.

GENERAL TERMS

You will also be subject to certain terms and conditions of employment commensurate with your role as Chief Financial Officer, as deemed appropriate by the Compensation Committee in its sole discretion.

The contents of this offer letter do not constitute a contractual guarantee of employment for any specific duration of time. Your employment relationship with Celgene is AT-WILL which means that either you or Celgene can terminate the relationship at any time for any reason with or without cause. Except as otherwise provided herein, the information regarding employee benefits contained in this offer letter are subject to the terms and conditions of Celgene’s written plan documents which provide that Celgene retains the right to alter, amend or eliminate said benefits in its sole discretion.

The terms of the offer are outlined above and are contingent on completion of satisfactory employment and associated references, background check and drug screen. You will receive information regarding the drug screen via email from eScreen following the acceptance of your offer and return of the completed documents. In addition, all employees are required to sign an ‘Inventions and Confidential Information Agreement” upon the start of their employment. Current Federal regulations require you to furnish proof of your right to work in the United States. These documents must be submitted on your first day of work.

With my best regards,

 

/s/ Robert J. Hugin

/s/ P. Kellogg

I Accept the offer as outlined above

5/21/2014

Date