content: --------------------------------------------------------------------------------
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                                    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
  
  
  
           August 31, 2000                                   0-16132
  ----------------------------------            ----------------------------------
  Date of Report (Date of earliest                    Commission File Number
         event reported)
  
  
                                 CELGENE CORPORATION
               (Exact name of registrant as specified in its charter)
  
  
  
                Delaware                                   22-2711928
  ----------------------------------            ----------------------------------
  (State or other jurisdiction of                 (I.R.S. Employer Identification
  incorporation or organization)                             Number)
  
  
                                7 Powder Horn Drive
                              Warren, New Jersey 07059
              -------------------------------------------------------
                 (Address of Principal Executive Offices) (Zip Code)
  
  
                                   (732) 271-1001
              -------------------------------------------------------
                (Registrant's telephone number, including area code)
  
  
  --------------------------------------------------------------------------------
  --------------------------------------------------------------------------------
  
  <PAGE>
  
  
  ITEM 2.           ACQUISITION OR DISPOSITION OF ASSETS.
  
  On August 31, 2000 (the  "Effective  Time"),  the Registrant  merged with Signal
  Pharmaceuticals,   Inc.,  a  California  corporation  ("Signal").  Signal  is  a
  biopharmaceutical  company focused on discovering  and developing new classes of
  small molecule drugs that regulate disease-associated genes. The merger was
  consummated  pursuant to an  Agreement  and Plan of Merger,  dated June 29, 2000
  (the  "Merger  Agreement"),  by and among the  Registrant,  Celgene  Acquisition
  Corp., a California corporation and a wholly-owned  subsidiary of the Registrant
  (the "Merger Sub") and Signal. Pursuant to the Merger Agreement,  the Merger Sub
  merged with and into Signal. At the Effective Time, Signal became a wholly-owned
  subsidiary of the Registrant.
  
  Under  the  Merger  Agreement  each  share of  Signal's  common  stock  that was
  outstanding  at the Effective Time of the merger was converted into the right to
  receive 0.1257 of a share of the  Registrant's  common stock, par value $.01 per
  share ("Common  Stock").  The Registrant issued 3,710,266 shares of Common Stock
  to former Signal  shareholders.  An additional  433,989  shares of  Registrant's
  Common Stock were  reserved for issuance  upon  exercise of  outstanding  Signal
  stock options and warrants that were assumed by the  Registrant  pursuant to the
  Merger  Agreement.  These options and warrants were  converted into the right to
  acquire  shares of the  Registrant's  Common  Stock on the  basis of the  0.1257
  exchange ratio in the merger.
  
  Prior to the  completion of the merger,  the shares of the  Registrant's  Common
  Stock that were issued and reserved for issuance in  connection  with the merger
  were  registered  under the  Securities  Act of 1933 pursuant to a  registration
  statement on Form S-4 (File No. 333-42302) (the "Registration  Statement").  The
  Registration  Statement was declared  effective on August 9, 2000. The merger is
  described in greater detail in the Registration Statement.
  
  The Registrant's merger with Signal was structured as a tax-free  reorganization
  under  Section  368(a) of the Internal  Revenue Code and was  accounted for as a
  pooling of interests.
  
  The  foregoing  description  of the  Merger  Agreement  does not  purport  to be
  complete  and is  qualified in its entirety by reference to the full text of the
  Merger  Agreement  which is filed as Exhibit 2.1 to this Current  Report on Form
  8-K and incorporated herein by reference.
  
  ITEM 7.           FINANCIAL  STATEMENTS,  PRO FORMA  FINANCIAL  INFORMATION  AND
                    EXHIBITS.
  
  
           (a)      FINANCIAL STATEMENTS OF BUSINESS ACQUIRED.
  
  The financial statements of Signal required by this item are incorporated herein
  by  reference  from  the  "Signal  Pharmaceuticals,   Inc.  Index  to  Financial
  Statements" in the Form S-4 declared  effective on August 9, 2000  (Registration
  Statement No. 333-42302).
  
  
                                         2
  <PAGE>
  
           (b)      PRO FORMA FINANCIAL INFORMATION
  
  The pro forma financial statements required by this item are incorporated herein
  by  reference  from  the  "Unaudited  Pro  Forma  Condensed  Combined  Financial
  Statements"   herein  in  the  Form  S-4  declared   effective  August  9,  2000
  (Registration Statement No. 333-42302).
  
           (c)      EXHIBITS
  
  
                EXHIBIT NUMBER                   DESCRIPTION
  
                     2.1                  Agreement  and  Plan  of  Merger  by and
                                          among   Celgene   Corporation,   Celgene
                                          Acquisition     Corp.     and     Signal
                                          Pharmaceuticals,  Inc.  (incorporated by
                                          reference   to  the  Form  S-4  declared
                                          effective     on    August    9,    2000
                                          (Registration Statement No.333-42302)).
  
                     23.1                 Consent    of   Ernst   &   Young   LLP,
                                          Independent Auditors.
  
                     99.1                 Press  Release  of  Celgene  Corporation
                                          dated September 1, 2000.
  
  
  
                                         3
  
  <PAGE>
  
                                     SIGNATURES
  
  
           Pursuant to the  requirements  of the Securities  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
  
  Dated: September 15, 2000
  
                                 By: /s/ Robert J. Hugin
                                     ---------------------------
                                     Name:    Robert J. Hugin
                                     Title:   Chief Financial Officer
                                              and Secretary
  
  
  
                                         4
  
  <PAGE>
  
                                    EXHIBIT INDEX
  
  
       EXHIBIT                             DESCRIPTION
  
           2.1      Agreement   and  Plan  of  Merger   by  and   among   Celgene
                    Corporation,    Celgene    Acquisition   Corp.   and   Signal
                    Pharmaceuticals,  Inc. (incorporated by reference to the Form
                    S-4  declared  effective  on  August  9,  2000  (Registration
                    Statement No. 333-42302)).
  
           23.1     Consent of Ernst & Young LLP, Independent Auditors.
  
           99.1     Press Release of Celgene Corporation dated September 1, 2000.
  
  
  <PAGE>
                                                                      EXHIBIT 23.1
  
  
                 CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
  
  We consent to the  reference to our firm under the caption  "Experts" and to the
  use of our  report  dated  February  4,  2000,  with  respect  to the  financial
  statements of Signal Pharmaceuticals,  Inc. that is incorporated by reference to
  the Form S-4 declared  effective on August 9, 2000  (Registration  Statement No.
  333-42302).
  
                                                       /s/ Ernst & Young LLP
  
                                                       ERNST & YOUNG LLP
  
  September 14, 2000
  San Diego, California
  
                                         6
  <PAGE>
  
                                                                      EXHIBIT 99.1
  
  
  
  CELGENE ANNOUNCES COMPLETION OF SIGNAL MERGER
  
  Drug Discovery Capabilities and Pipeline Significantly Enhanced
  
  WARREN, NJ - (September 1, 2000) - Celgene Corporation (NASDAQ:  CELG) announced
  the completion of its merger with Signal Pharmaceuticals, Inc., a privately held
  San Diego-based  biopharmaceutical  company.  The Signal Research  Division will
  operate as a wholly owned subsidiary of Celgene from its existing facilities.
  
  Signal's  state-of-the-art,  integrated drug discovery  engine provides  Celgene
  with a large  and  diversified  pipeline  of  drug  candidates  and an  expanded
  technology  platform.  Signal's  research  targets  key  areas of  intracellular
  signaling and gene and protein  regulation.  To date,  Signal has  identified 24
  small molecule drug leads focused in the areas of oncology and immunology. Their
  major programs include  selective  estrogen  receptor  modulators for cancer and
  osteoporosis  and kinase  inhibitors  for  immunological  diseases and oncology.
  Signal's  intellectual  property includes 38 issued U.S. and foreign patents and
  87 pending U.S. and foreign patents.
  
  "Celgene is now  positioned  at the  forefront  of drug  discovery  based on the
  revolutionary  information  arising from the research of the human genome," said
  John W. Jackson,  Chairman and CEO of Celgene  Corporation.  "In addition to the
  deep pipeline, we have strengthened our research team with Signal's talented and
  motivated group of world-class scientists."
  
  The  integration of Signal expands Celgene to over 300 employees with a research
  and  development  team of  approximately  150 people  including 70 PhDs and MDs.
  Celgene  also has a sales,  marketing  and  commercial  force of over 90 trained
  professionals.
  
  Under the terms of the agreement first announced on June 30, 2000,  Celgene will
  issue 3,710,226 shares of its common stock or 4.4% of its post transaction fully
  diluted  share count in exchange  for all of the  outstanding  capital  stock of
  Signal. The exchange ratio is .1257 Celgene shares for each share of Signal. The
  transaction will be accounted for as a pooling of interests.
  
  Celgene's lead product, THALOMID(R) (thalidomide),  was approved by the Food and
  Drug  Administration  (FDA) in July 1998 for the  treatment of erythema  nodosum
  leprosum, an inflammatory condition of leprosy.  THALOMID revenues for the first
  half of 2000  were  $27.9  million.  There are  currently  140  clinical  trials
  studying  the  potential  efficacy  of  THALOMID  in a wide range of cancers and
  immunological  disorders. The strategy for THALOMID is to obtain FDA approval in
  a  variety  of  indications  including  multiple  myeloma,   colorectal  cancer,
  glioblastoma  and  other  immunological  and  auto-immune  diseases.   Celgene's
  pipeline includes two
  
                                         7
  <PAGE>
  
  
  classes of novel and proprietary oral agents: IMiDs(TM) (Immunomodulatory Drugs)
  and SelCIDs(TM)  (Selective  Cytokine  Inhibitory Drugs). Both classes are being
  developed for the treatment of cancer,  chronic inflammatory  diseases and other
  diseases  of  the  immune   system.   Celgene's   chiral  program  has  produced
  d-methylphenidate (d-MPH), a chirally pure version of Ritalin(R). In April 2000,
  Celgene granted to Novartis Pharma AG an exclusive  worldwide license (excluding
  Canada) for the development and marketing of d-MPH.  Celgene expects to submit a
  New Drug Application for d-MPH to the FDA later this year.
  
  Celgene  Corporation,  headquartered  in Warren,  New Jersey,  is an independent
  biopharmaceutical   company   engaged   in  the   discovery,   development   and
  commercialization of small molecule drugs for cancer and immunological diseases.
  Please feel free to visit the Company's website at www.celgene.com.
  
  This release contains certain forward-looking statements which involve known and
  unknown risks,  delays,  uncertainties and other factors not under the Company's
  control  which may cause actual  results,  performance  or  achievements  of the
  Company  to be  materially  different  from the  results,  performance  or other
  expectations implied by these forward-looking statements.  These factors include
  results of current or pending  research and development  activities,  actions by
  the FDA and other  regulatory  authorities,  and those  factors  detailed in the
  Company's  filings with the Securities and Exchange  Commission such as 10K, 10Q
  and 8K reports.
  
  
  Contacts:
  Robert J. Hugin
  Celgene Corporation
  Senior Vice President and CFO
  (732) 271-4102
  
  
                                          8
metadata_documents: [{"type": "8-K", "sequence": "1", "filename": "0001.txt", "secsgml_size_bytes": 12998}]
metadata_filer: {"company-data": {"conformed-name": "CELGENE CORP /DE/", "cik": "0000816284", "assigned-sic": "8731", "irs-number": "222711928", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-16132", "film-number": "723889"}, "business-address": {"street1": "7 POWDER HORN DR", "city": "WARREN", "state": "NJ", "zip": "07059", "phone": "7322711001"}, "mail-address": {"street1": "7 POWDER HORN DRIVE", "street2": "P O BOX 4914", "city": "WARREN", "state": "NJ", "zip": "07059"}}
text: --------------------------------------------------------------------------------
  --------------------------------------------------------------------------------
  
                                    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
  
           August 31, 2000                                   0-16132
  ----------------------------------            ----------------------------------
  Date of Report (Date of earliest                    Commission File Number
         event reported)
  
                                 CELGENE CORPORATION
               (Exact name of registrant as specified in its charter)
  
                Delaware                                   22-2711928
  ----------------------------------            ----------------------------------
  (State or other jurisdiction of                 (I.R.S. Employer Identification
  incorporation or organization)                             Number)
  
                                7 Powder Horn Drive
                              Warren, New Jersey 07059
              -------------------------------------------------------
                 (Address of Principal Executive Offices) (Zip Code)
  
                                   (732) 271-1001
              -------------------------------------------------------
                (Registrant's telephone number, including area code)
  
  --------------------------------------------------------------------------------
  --------------------------------------------------------------------------------
  ITEM 2.           ACQUISITION OR DISPOSITION OF ASSETS.
  
  On August 31, 2000 (the  "Effective  Time"),  the Registrant  merged with Signal
  Pharmaceuticals,   Inc.,  a  California  corporation  ("Signal").  Signal  is  a
  biopharmaceutical  company focused on discovering  and developing new classes of
  small molecule drugs that regulate disease-associated genes. The merger was
  consummated  pursuant to an  Agreement  and Plan of Merger,  dated June 29, 2000
  (the  "Merger  Agreement"),  by and among the  Registrant,  Celgene  Acquisition
  Corp., a California corporation and a wholly-owned  subsidiary of the Registrant
  (the "Merger Sub") and Signal. Pursuant to the Merger Agreement,  the Merger Sub
  merged with and into Signal. At the Effective Time, Signal became a wholly-owned
  subsidiary of the Registrant.
  
  Under  the  Merger  Agreement  each  share of  Signal's  common  stock  that was
  outstanding  at the Effective Time of the merger was converted into the right to
  receive 0.1257 of a share of the  Registrant's  common stock, par value $.01 per
  share ("Common  Stock").  The Registrant issued 3,710,266 shares of Common Stock
  to former Signal  shareholders.  An additional  433,989  shares of  Registrant's
  Common Stock were  reserved for issuance  upon  exercise of  outstanding  Signal
  stock options and warrants that were assumed by the  Registrant  pursuant to the
  Merger  Agreement.  These options and warrants were  converted into the right to
  acquire  shares of the  Registrant's  Common  Stock on the  basis of the  0.1257
  exchange ratio in the merger.
  
  Prior to the  completion of the merger,  the shares of the  Registrant's  Common
  Stock that were issued and reserved for issuance in  connection  with the merger
  were  registered  under the  Securities  Act of 1933 pursuant to a  registration
  statement on Form S-4 (File No. 333-42302) (the "Registration  Statement").  The
  Registration  Statement was declared  effective on August 9, 2000. The merger is
  described in greater detail in the Registration Statement.
  
  The Registrant's merger with Signal was structured as a tax-free  reorganization
  under  Section  368(a) of the Internal  Revenue Code and was  accounted for as a
  pooling of interests.
  
  The  foregoing  description  of the  Merger  Agreement  does not  purport  to be
  complete  and is  qualified in its entirety by reference to the full text of the
  Merger  Agreement  which is filed as Exhibit 2.1 to this Current  Report on Form
  8-K and incorporated herein by reference.
  
  ITEM 7.           FINANCIAL  STATEMENTS,  PRO FORMA  FINANCIAL  INFORMATION  AND
                    EXHIBITS.
  
           (a)      FINANCIAL STATEMENTS OF BUSINESS ACQUIRED.
  
  The financial statements of Signal required by this item are incorporated herein
  by  reference  from  the  "Signal  Pharmaceuticals,   Inc.  Index  to  Financial
  Statements" in the Form S-4 declared  effective on August 9, 2000  (Registration
  Statement No. 333-42302).
  
                                         2
  (b)      PRO FORMA FINANCIAL INFORMATION
  
  The pro forma financial statements required by this item are incorporated herein
  by  reference  from  the  "Unaudited  Pro  Forma  Condensed  Combined  Financial
  Statements"   herein  in  the  Form  S-4  declared   effective  August  9,  2000
  (Registration Statement No. 333-42302).
  
           (c)      EXHIBITS
  
                EXHIBIT NUMBER                   DESCRIPTION
  
                     2.1                  Agreement  and  Plan  of  Merger  by and
                                          among   Celgene   Corporation,   Celgene
                                          Acquisition     Corp.     and     Signal
                                          Pharmaceuticals,  Inc.  (incorporated by
                                          reference   to  the  Form  S-4  declared
                                          effective     on    August    9,    2000
                                          (Registration Statement No.333-42302)).
  
                     23.1                 Consent    of   Ernst   &   Young   LLP,
                                          Independent Auditors.
  
                     99.1                 Press  Release  of  Celgene  Corporation
                                          dated September 1, 2000.
  
                                         3
  SIGNATURES
  
           Pursuant to the  requirements  of the Securities  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
  
  Dated: September 15, 2000
  
                                 By: /s/ Robert J. Hugin
                                     ---------------------------
                                     Name:    Robert J. Hugin
                                     Title:   Chief Financial Officer
                                              and Secretary
  
                                         4
  EXHIBIT INDEX
  
       EXHIBIT                             DESCRIPTION
  
           2.1      Agreement   and  Plan  of  Merger   by  and   among   Celgene
                    Corporation,    Celgene    Acquisition   Corp.   and   Signal
                    Pharmaceuticals,  Inc. (incorporated by reference to the Form
                    S-4  declared  effective  on  August  9,  2000  (Registration
                    Statement No. 333-42302)).
  
           23.1     Consent of Ernst & Young LLP, Independent Auditors.
  
           99.1     Press Release of Celgene Corporation dated September 1, 2000.
  EXHIBIT 23.1
  
                 CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
  
  We consent to the  reference to our firm under the caption  "Experts" and to the
  use of our  report  dated  February  4,  2000,  with  respect  to the  financial
  statements of Signal Pharmaceuticals,  Inc. that is incorporated by reference to
  the Form S-4 declared  effective on August 9, 2000  (Registration  Statement No.
  333-42302).
  
                                                       /s/ Ernst & Young LLP
  
                                                       ERNST & YOUNG LLP
  
  September 14, 2000
  San Diego, California
  
                                         6
  EXHIBIT 99.1
  
  CELGENE ANNOUNCES COMPLETION OF SIGNAL MERGER
  
  Drug Discovery Capabilities and Pipeline Significantly Enhanced
  
  WARREN, NJ - (September 1, 2000) - Celgene Corporation (NASDAQ:  CELG) announced
  the completion of its merger with Signal Pharmaceuticals, Inc., a privately held
  San Diego-based  biopharmaceutical  company.  The Signal Research  Division will
  operate as a wholly owned subsidiary of Celgene from its existing facilities.
  
  Signal's  state-of-the-art,  integrated drug discovery  engine provides  Celgene
  with a large  and  diversified  pipeline  of  drug  candidates  and an  expanded
  technology  platform.  Signal's  research  targets  key  areas of  intracellular
  signaling and gene and protein  regulation.  To date,  Signal has  identified 24
  small molecule drug leads focused in the areas of oncology and immunology. Their
  major programs include  selective  estrogen  receptor  modulators for cancer and
  osteoporosis  and kinase  inhibitors  for  immunological  diseases and oncology.
  Signal's  intellectual  property includes 38 issued U.S. and foreign patents and
  87 pending U.S. and foreign patents.
  
  "Celgene is now  positioned  at the  forefront  of drug  discovery  based on the
  revolutionary  information  arising from the research of the human genome," said
  John W. Jackson,  Chairman and CEO of Celgene  Corporation.  "In addition to the
  deep pipeline, we have strengthened our research team with Signal's talented and
  motivated group of world-class scientists."
  
  The  integration of Signal expands Celgene to over 300 employees with a research
  and  development  team of  approximately  150 people  including 70 PhDs and MDs.
  Celgene  also has a sales,  marketing  and  commercial  force of over 90 trained
  professionals.
  
  Under the terms of the agreement first announced on June 30, 2000,  Celgene will
  issue 3,710,226 shares of its common stock or 4.4% of its post transaction fully
  diluted  share count in exchange  for all of the  outstanding  capital  stock of
  Signal. The exchange ratio is .1257 Celgene shares for each share of Signal. The
  transaction will be accounted for as a pooling of interests.
  
  Celgene's lead product, THALOMID(R) (thalidomide),  was approved by the Food and
  Drug  Administration  (FDA) in July 1998 for the  treatment of erythema  nodosum
  leprosum, an inflammatory condition of leprosy.  THALOMID revenues for the first
  half of 2000  were  $27.9  million.  There are  currently  140  clinical  trials
  studying  the  potential  efficacy  of  THALOMID  in a wide range of cancers and
  immunological  disorders. The strategy for THALOMID is to obtain FDA approval in
  a  variety  of  indications  including  multiple  myeloma,   colorectal  cancer,
  glioblastoma  and  other  immunological  and  auto-immune  diseases.   Celgene's
  pipeline includes two
  
                                         7
  classes of novel and proprietary oral agents: IMiDs(TM) (Immunomodulatory Drugs)
  and SelCIDs(TM)  (Selective  Cytokine  Inhibitory Drugs). Both classes are being
  developed for the treatment of cancer,  chronic inflammatory  diseases and other
  diseases  of  the  immune   system.   Celgene's   chiral  program  has  produced
  d-methylphenidate (d-MPH), a chirally pure version of Ritalin(R). In April 2000,
  Celgene granted to Novartis Pharma AG an exclusive  worldwide license (excluding
  Canada) for the development and marketing of d-MPH.  Celgene expects to submit a
  New Drug Application for d-MPH to the FDA later this year.
  
  Celgene  Corporation,  headquartered  in Warren,  New Jersey,  is an independent
  biopharmaceutical   company   engaged   in  the   discovery,   development   and
  commercialization of small molecule drugs for cancer and immunological diseases.
  Please feel free to visit the Company's website at www.celgene.com.
  
  This release contains certain forward-looking statements which involve known and
  unknown risks,  delays,  uncertainties and other factors not under the Company's
  control  which may cause actual  results,  performance  or  achievements  of the
  Company  to be  materially  different  from the  results,  performance  or other
  expectations implied by these forward-looking statements.  These factors include
  results of current or pending  research and development  activities,  actions by
  the FDA and other  regulatory  authorities,  and those  factors  detailed in the
  Company's  filings with the Securities and Exchange  Commission such as 10K, 10Q
  and 8K reports.
  
  Contacts:
  Robert J. Hugin
  Celgene Corporation
  Senior Vice President and CFO
  (732) 271-4102
  
                                          8