content: ================================================================================
  
                                    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
  
  
  
         December 31, 2002                                 0-16132
   ---------------------------------              --------------------------
      Date of Report (Date of                       Commission File Number
      earliest 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 Number)
    incorporation or organization)
  
  
                                 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 December 31, 2002 (the "Effective Time"), Celgene Corporation, a Delaware
  corporation (the "Registrant"), consummated the acquisition of Anthrogenesis
  Corp., a New Jersey corporation ("Anthrogenesis"). Anthrogenesis is an
  early-stage biotherapeutics company delivering stem cell therapies produced from
  renewable human placental sources/materials. The merger was consummated pursuant
  to the Purchase Option Agreement and Plan of Merger, dated April 26, 2002, as
  amended (the "Plan of Merger"), by and among the Registrant, Celgene Acquisition
  Corp., a New Jersey corporation and a wholly-owned subsidiary of the Registrant
  (the "Merger Sub"), and Anthrogenesis. Pursuant to the Plan of Merger, the
  Merger Sub merged with and into Anthrogenesis, and Anthrogenesis continued as
  the surviving corporation. At the Effective Time, Anthrogenesis became a
  wholly-owned subsidiary of the Registrant.
  
  Under the Plan of Merger, each share of Anthrogenesis common stock that was
  outstanding immediately prior to the Effective Time of the merger was converted
  into the right to receive 0.4545 of a share of the Registrant's common stock,
  par value $.01 per share ("Common Stock"). The Registrant issued approximately
  1.45 million shares of Common Stock to former Anthrogenesis shareholders in the
  merger. In addition, approximately 1.3 million shares of the Registrant's Common
  Stock were reserved for issuance upon exercise of outstanding Anthrogenesis
  stock options and warrants that were assumed by the Registrant pursuant to the
  Plan of Merger. These options and warrants were converted into options and
  warrants to acquire shares of the Registrant's Common Stock on the basis of the
  0.4545 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. 333-101196) (the "Registration Statement"). The
  Registration Statement was declared effective on November 26, 2002. The merger
  is described in greater detail in the Registration Statement.
  
  The Registrant's acquisition of Anthrogenesis was structured as a tax-free
  reorganization under Section 368(a) of the Internal Revenue Code and was
  accounted for using the purchase method of accounting for business combinations.
  
  The foregoing description of the Plan of Merger does not purport to be complete
  and is qualified in its entirety by reference to the full text of the Plan of
  Merger, including the amendment dated September 6, 2002 which, among other
  things, sets forth the exchange ratio, which are incorporated herein by
  reference as Exhibits 2.1 and 2.2 to this Current Report on Form 8-K.
  
  Item 7.      Financial Statements, Pro Form Financial Information and Exhibits.
  
  (a)      Financial Statements of Business Acquired.
           -----------------------------------------
  
  The financial statements of Anthrogenesis required by this item are incorporated
  herein by reference to the "Index to Anthrogenesis Financial Statements" in the
  Registration Statement.
  
  
                                         2
  
  <PAGE>
  
  (b)      Pro Forma Financial Information.
           -------------------------------
  
  The pro forma financial statements required by this item are incorporated herein
  by reference to the "Unaudited Pro Forma Condensed Combined Financial
  Statements" in the Registration Statement.
  
  (c)   Exhibits
  
        Exhibit Number                       Description
        --------------                       -----------
  
              2.1          Purchase Option Agreement and Plan of Merger by and
                           among Celgene Corporation, Celgene Acquisition Corp.
                           and Anthrogenesis Corp. (incorporated by reference to
                           Appendix A of the Form S-4 declared effective on
                           November 26, 2002 (Registration Statement
                           No. 333-101196)).
  
              2.2          Amendment to the Purchase Option Agreement and Plan of
                           Merger, dated September 6, 2002, among Celgene
                           Corporation, Celgene Acquisition Corp. and
                           Anthrogenesis Corp. (incorporated by reference to
                           Appendix B of the Form S-4 declared effective on
                           November 26, 2002 (Registration Statement
                           No. 333-101196)).
  
              23.1         Consent of Grant Thornton LLP.
  
              99.1         Press Release of Celgene Corporation dated January 2,
                           2003.
  
  
  
                                         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 January 3, 2003
  
  
  
                                        By: /s/Robert J. Hugin
                                            --------------------------------------
                                            Name:   Robert J. Hugin
                                            Title:  Senior Vice President and
                                                      Chief Financial Officer
  
  
  
                                         4
  
  <PAGE>
  
                                    EXHIBIT INDEX
  
  
       Exhibit                                   Description
       -------                                   -----------
  
       2.1                 Purchase Option Agreement and Plan of Merger by and
                           among Celgene Corporation, Celgene Acquisition Corp.
                           and Anthrogenesis Corp. (incorporated by reference to
                           Appendix A of the Form S-4 declared effective on
                           November 26, 2002 (Registration Statement
                           No. 333-101196).
  
       2.2                 Amendment to the Purchase Option Agreement and Plan of
                           Merger, dated September 6, 2002, among Celgene
                           Corporation, Celgene Acquisition Corp. and
                           Anthrogenesis Corp. (incorporated by reference to
                           Appendix B of the Form S-4 declared effective on
                           November 26, 2002 (Registration Statement
                           No. 333-101196)).
  
       23.1                Consent of Grant Thornton LLP.
  
       99.1                Press Release of Celgene Corporation dated January 2,
                           2003.
  
  
  
                                        5
  
  <PAGE>
  
  
  
                                                                     Exhibit 23.1
  
                 CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
  
  We have issued our report dated May 28, 2002, except for the fourth paragraph of
  Note K as to which the date is November 25, 2002, accompanying the consolidated
  financial statements of Anthrogenesis Corp. as of December 31, 2001 and 2000 and
  for the years then ended. We consent to the incorporation by reference of the
  aforementioned report in this Form 8-K to the Registration Statement of Celgene
  Corporation on Form S-4 declared effective on November 26, 2002 (Registration
  Statement No. 333-101196).
  
  
  
  
                                                  /s/ Grant Thornton LLP
  
  
  
                                                  GRANT THORNTON LLP
  
  January 3, 2003
  Edison, NJ
  
  
  
  
  
                                         6
  <PAGE>
  
                                                                     Exhibit 99.1
  
  
  
  
                                  Contact:          Robert J. Hugin
                                                    Senior VP and CFO
                                                    Celgene Corporation
                                                    (732) 271-4102
  
  
                     CELGENE COMPLETES ANTHROGENESIS ACQUISITION
  
          Celgene Leverages Commercial and Scientific Franchises to Develop
                   Transforming Placental Stem Cell Therapeutics
  
  
  WARREN, NJ - (January 2, 2003) - Celgene Corporation (NASDAQ: CELG) announced
  today the completion of its merger with Anthrogenesis Corporation, a privately
  held biotherapeutics company pioneering the recovery of stem cells from human
  placental tissue. Anthrogenesis has developed proprietary methods for
  collecting, processing and storing placental stem cells and has organized three
  main business units: stem cell transplantation, private stem cell banking and
  the development of biomaterials for organ and tissue repair. Anthrogenesis will
  operate as a wholly owned subsidiary of Celgene.
  
  Anthrogenesis' proprietary technology procures large quantities of
  high-potential stem cells from human placental tissue. These stem cells can be
  used in bone marrow transplants to treat cancer, particularly hematological
  cancers such as multiple myeloma and leukemia, in conjunction with chemotherapy
  and radiation therapy. From a single placental source, Anthrogenesis can produce
  multiple stem cell transplant units that exceed current adult dosing standards
  for use in bone marrow transplants. From the same placental source,
  Anthrogenesis recovers large quantities of very early-stage stem cells that
  appear to have many of the characteristics attributed to embryonic stem cells.
  Unlike the embryo, the placenta is a non-controversial source of stem cells.
  Through its commercial franchise, Celgene will provide stem cell transplant
  units to oncologists treating hematological cancers.
  
  "Placental stem cells have the potential to transform the way physicians treat
  serious diseases and the way novel therapies are developed," said John W.
  Jackson, Chairman and Chief Executive Officer of Celgene Corporation. "This
  strategic acquisition combines the proprietary technology of Anthrogenesis with
  our commercial and development expertise to realize the substantial commercial
  and therapeutic potential of placental stem cells."
  
  Summary of Financial Terms
  Under the terms of the agreement first announced in November, Celgene will
  acquire all Anthrogenesis outstanding shares in a tax-free, stock-for-stock
  merger that will be accounted for by the purchase method of accounting. Based on
  an exchange ratio of .4545, Celgene will issue 1.45 million common shares.
  Celgene will also issue 1.3 million options and warrants at the same exchange
  ratio. The acquisition was completed on December 31, 2002 and will be accounted
  for in the fourth quarter of 2002. Celgene expects the merger with Anthrogenesis
  to be $0.05 to $0.10 dilutive to earnings in 2003, $0.05 to $0.10 accretive in
  2004, and to have a positive impact on earnings thereafter.
  
  
  
                                         7
  
  <PAGE>
  
  
  About Celgene
  Celgene Corporation, headquartered in Warren, New Jersey, is an independent
  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 the Company's website at www.celgene.com.
  
  About Anthrogenesis
  Anthrogenesis, based in Cedar Knolls, New Jersey, is a biotherapeutics company
  that has developed proprietary methods for collecting, processing and storing
  stem cells and other valuable biomaterials derived from human placental tissue.
  Anthrogenesis is focused on developing and delivering therapies using stem cells
  sourced from human placental tissue to treat cancers and immunological,
  metabolic and inflammatory diseases. Anthrogenesis has demonstrated that the
  human placenta is an abundant source of biotherapies, including early stage stem
  cells and other biomaterials for organ and tissue repair. Anthrogenesis also
  operates Lifebank, a state-licensed blood bank that banks stem cell transplant
  units derived from placental tissue and in some cases, blood from the umbilical
  cord that is collected immediately after birth. For more information, please
  visit the Company's website at www.anthrogenesis.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.
  
                                        # # #
  
  
  
  
  
  
                                         8
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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
  
         December 31, 2002                                 0-16132
   ---------------------------------              --------------------------
      Date of Report (Date of                       Commission File Number
      earliest 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 Number)
    incorporation or organization)
  
                                 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 December 31, 2002 (the "Effective Time"), Celgene Corporation, a Delaware
  corporation (the "Registrant"), consummated the acquisition of Anthrogenesis
  Corp., a New Jersey corporation ("Anthrogenesis"). Anthrogenesis is an
  early-stage biotherapeutics company delivering stem cell therapies produced from
  renewable human placental sources/materials. The merger was consummated pursuant
  to the Purchase Option Agreement and Plan of Merger, dated April 26, 2002, as
  amended (the "Plan of Merger"), by and among the Registrant, Celgene Acquisition
  Corp., a New Jersey corporation and a wholly-owned subsidiary of the Registrant
  (the "Merger Sub"), and Anthrogenesis. Pursuant to the Plan of Merger, the
  Merger Sub merged with and into Anthrogenesis, and Anthrogenesis continued as
  the surviving corporation. At the Effective Time, Anthrogenesis became a
  wholly-owned subsidiary of the Registrant.
  
  Under the Plan of Merger, each share of Anthrogenesis common stock that was
  outstanding immediately prior to the Effective Time of the merger was converted
  into the right to receive 0.4545 of a share of the Registrant's common stock,
  par value $.01 per share ("Common Stock"). The Registrant issued approximately
  1.45 million shares of Common Stock to former Anthrogenesis shareholders in the
  merger. In addition, approximately 1.3 million shares of the Registrant's Common
  Stock were reserved for issuance upon exercise of outstanding Anthrogenesis
  stock options and warrants that were assumed by the Registrant pursuant to the
  Plan of Merger. These options and warrants were converted into options and
  warrants to acquire shares of the Registrant's Common Stock on the basis of the
  0.4545 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. 333-101196) (the "Registration Statement"). The
  Registration Statement was declared effective on November 26, 2002. The merger
  is described in greater detail in the Registration Statement.
  
  The Registrant's acquisition of Anthrogenesis was structured as a tax-free
  reorganization under Section 368(a) of the Internal Revenue Code and was
  accounted for using the purchase method of accounting for business combinations.
  
  The foregoing description of the Plan of Merger does not purport to be complete
  and is qualified in its entirety by reference to the full text of the Plan of
  Merger, including the amendment dated September 6, 2002 which, among other
  things, sets forth the exchange ratio, which are incorporated herein by
  reference as Exhibits 2.1 and 2.2 to this Current Report on Form 8-K.
  
  Item 7.      Financial Statements, Pro Form Financial Information and Exhibits.
  
  (a)      Financial Statements of Business Acquired.
           -----------------------------------------
  
  The financial statements of Anthrogenesis required by this item are incorporated
  herein by reference to the "Index to Anthrogenesis Financial Statements" in the
  Registration Statement.
  
                                         2
  (b)      Pro Forma Financial Information.
           -------------------------------
  
  The pro forma financial statements required by this item are incorporated herein
  by reference to the "Unaudited Pro Forma Condensed Combined Financial
  Statements" in the Registration Statement.
  
  (c)   Exhibits
  
        Exhibit Number                       Description
        --------------                       -----------
  
              2.1          Purchase Option Agreement and Plan of Merger by and
                           among Celgene Corporation, Celgene Acquisition Corp.
                           and Anthrogenesis Corp. (incorporated by reference to
                           Appendix A of the Form S-4 declared effective on
                           November 26, 2002 (Registration Statement
                           No. 333-101196)).
  
              2.2          Amendment to the Purchase Option Agreement and Plan of
                           Merger, dated September 6, 2002, among Celgene
                           Corporation, Celgene Acquisition Corp. and
                           Anthrogenesis Corp. (incorporated by reference to
                           Appendix B of the Form S-4 declared effective on
                           November 26, 2002 (Registration Statement
                           No. 333-101196)).
  
              23.1         Consent of Grant Thornton LLP.
  
              99.1         Press Release of Celgene Corporation dated January 2,
                           2003.
  
                                         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 January 3, 2003
  
                                        By: /s/Robert J. Hugin
                                            --------------------------------------
                                            Name:   Robert J. Hugin
                                            Title:  Senior Vice President and
                                                      Chief Financial Officer
  
                                         4
  EXHIBIT INDEX
  
       Exhibit                                   Description
       -------                                   -----------
  
       2.1                 Purchase Option Agreement and Plan of Merger by and
                           among Celgene Corporation, Celgene Acquisition Corp.
                           and Anthrogenesis Corp. (incorporated by reference to
                           Appendix A of the Form S-4 declared effective on
                           November 26, 2002 (Registration Statement
                           No. 333-101196).
  
       2.2                 Amendment to the Purchase Option Agreement and Plan of
                           Merger, dated September 6, 2002, among Celgene
                           Corporation, Celgene Acquisition Corp. and
                           Anthrogenesis Corp. (incorporated by reference to
                           Appendix B of the Form S-4 declared effective on
                           November 26, 2002 (Registration Statement
                           No. 333-101196)).
  
       23.1                Consent of Grant Thornton LLP.
  
       99.1                Press Release of Celgene Corporation dated January 2,
                           2003.
  
                                        5
  Exhibit 23.1
  
                 CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
  
  We have issued our report dated May 28, 2002, except for the fourth paragraph of
  Note K as to which the date is November 25, 2002, accompanying the consolidated
  financial statements of Anthrogenesis Corp. as of December 31, 2001 and 2000 and
  for the years then ended. We consent to the incorporation by reference of the
  aforementioned report in this Form 8-K to the Registration Statement of Celgene
  Corporation on Form S-4 declared effective on November 26, 2002 (Registration
  Statement No. 333-101196).
  
                                                  /s/ Grant Thornton LLP
  
                                                  GRANT THORNTON LLP
  
  January 3, 2003
  Edison, NJ
  
                                         6
  Exhibit 99.1
  
                                  Contact:          Robert J. Hugin
                                                    Senior VP and CFO
                                                    Celgene Corporation
                                                    (732) 271-4102
  
                     CELGENE COMPLETES ANTHROGENESIS ACQUISITION
  
          Celgene Leverages Commercial and Scientific Franchises to Develop
                   Transforming Placental Stem Cell Therapeutics
  
  WARREN, NJ - (January 2, 2003) - Celgene Corporation (NASDAQ: CELG) announced
  today the completion of its merger with Anthrogenesis Corporation, a privately
  held biotherapeutics company pioneering the recovery of stem cells from human
  placental tissue. Anthrogenesis has developed proprietary methods for
  collecting, processing and storing placental stem cells and has organized three
  main business units: stem cell transplantation, private stem cell banking and
  the development of biomaterials for organ and tissue repair. Anthrogenesis will
  operate as a wholly owned subsidiary of Celgene.
  
  Anthrogenesis' proprietary technology procures large quantities of
  high-potential stem cells from human placental tissue. These stem cells can be
  used in bone marrow transplants to treat cancer, particularly hematological
  cancers such as multiple myeloma and leukemia, in conjunction with chemotherapy
  and radiation therapy. From a single placental source, Anthrogenesis can produce
  multiple stem cell transplant units that exceed current adult dosing standards
  for use in bone marrow transplants. From the same placental source,
  Anthrogenesis recovers large quantities of very early-stage stem cells that
  appear to have many of the characteristics attributed to embryonic stem cells.
  Unlike the embryo, the placenta is a non-controversial source of stem cells.
  Through its commercial franchise, Celgene will provide stem cell transplant
  units to oncologists treating hematological cancers.
  
  "Placental stem cells have the potential to transform the way physicians treat
  serious diseases and the way novel therapies are developed," said John W.
  Jackson, Chairman and Chief Executive Officer of Celgene Corporation. "This
  strategic acquisition combines the proprietary technology of Anthrogenesis with
  our commercial and development expertise to realize the substantial commercial
  and therapeutic potential of placental stem cells."
  
  Summary of Financial Terms
  Under the terms of the agreement first announced in November, Celgene will
  acquire all Anthrogenesis outstanding shares in a tax-free, stock-for-stock
  merger that will be accounted for by the purchase method of accounting. Based on
  an exchange ratio of .4545, Celgene will issue 1.45 million common shares.
  Celgene will also issue 1.3 million options and warrants at the same exchange
  ratio. The acquisition was completed on December 31, 2002 and will be accounted
  for in the fourth quarter of 2002. Celgene expects the merger with Anthrogenesis
  to be $0.05 to $0.10 dilutive to earnings in 2003, $0.05 to $0.10 accretive in
  2004, and to have a positive impact on earnings thereafter.
  
                                         7
  About Celgene
  Celgene Corporation, headquartered in Warren, New Jersey, is an independent
  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 the Company's website at www.celgene.com.
  
  About Anthrogenesis
  Anthrogenesis, based in Cedar Knolls, New Jersey, is a biotherapeutics company
  that has developed proprietary methods for collecting, processing and storing
  stem cells and other valuable biomaterials derived from human placental tissue.
  Anthrogenesis is focused on developing and delivering therapies using stem cells
  sourced from human placental tissue to treat cancers and immunological,
  metabolic and inflammatory diseases. Anthrogenesis has demonstrated that the
  human placenta is an abundant source of biotherapies, including early stage stem
  cells and other biomaterials for organ and tissue repair. Anthrogenesis also
  operates Lifebank, a state-licensed blood bank that banks stem cell transplant
  units derived from placental tissue and in some cases, blood from the umbilical
  cord that is collected immediately after birth. For more information, please
  visit the Company's website at www.anthrogenesis.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.
  
                                        # # #
  
                                         8