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): July 22, 2004 CELGENE CORPORATION (Exact name of registrant as specified in its charter) Delaware 0-16132 22-2711928 -------------------------------------------------------------------------------- (State or other jurisdiction of (Commission File Number) (IRS Employer of incorporation) Identification No.) 7 Powder Horn Drive, Warren, New Jersey 07059 -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (732) 271-1001 ------------------------------------------------------------------ (Former name or former address, if changed since last report.) ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS. (c) Exhibit 99.1 - Press Release dated July 22, 2004. This exhibit is furnished pursuant to Item 12 and shall not be deemed to be "filed." ITEM 12. RESULTS OF OPERATIONS AND FINANCIAL CONDITION. On July 22, 2004, Celgene Corporation announced its earnings for the quarter ended June 30, 2004. Attached hereto and incorporated herein by reference as Exhibit 99.1 is the Press Release announcing such results. The information in this Report, including the exhibit attached hereto, is furnished solely pursuant to Item 12 of this Form 8-K and shall not be deemed "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liabilities of that section. Furthermore, the information in this Report, including the exhibit, shall not be deemed to be incorporated by reference into the filings of the Registrant under the Securities Act of 1933. 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: July 22, 2004 By: /s/ Robert J. Hugin ------------------------------------ Name: Robert J. Hugin Title: Senior Vice President and Chief Financial Officer EXHIBIT INDEX EXHIBIT NO. DESCRIPTION ----------- ----------- 99.1 Press release dated July 22, 2004 announcing results for the second quarter ended June 30, 2004