Cephalon (CEPH) 8-K Other events

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)   June 5, 2003

Cephalon, Inc.

(Exact Name of Registrant as Specified in Charter)

Delaware	0-19119	23-2484489
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)
145 Brandywine Parkway West Chester, Pennsylvania			19380
(Address of Principal Executive Offices)			(Zip Code)
Registrant’s telephone number, including area code   (610) 344-0200
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)

ITEM 5.  OTHER EVENTS.

On June 5, 2003, Cephalon, Inc. (the “Registrant”), publicly announced a proposed convertible subordinated notes offering.  On June 6, 2003, the Registrant publicly announced the pricing of the convertible subordinated notes offering.

The Registrant hereby incorporates by reference the press releases dated June 5, 2003 and June 6, 2003 attached hereto as Exhibits 99.1 and 99.2, and made a part of this Item 5.

ITEM 7.  FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.

   (a)        Financial Statements of Business Acquired:   Not applicable

   (b)        Pro Forma Financial Information:   Not applicable

   (c)        Exhibits

Number	Description
99.1	Press Release dated June 5, 2003 — Cephalon Announces Proposed Convertible Subordinated Notes Offering
99.2	Press Release dated June 6, 2003 — Cephalon Prices $600 Million Convertible Subordinated Notes Offering

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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.

		CEPHALON, INC.
Date:	June 6, 2003	By:	/s/ John E. Osborn
			John E. Osborn
			Senior Vice President, General Counsel & Secretary

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EXHIBIT INDEX

Exhibit Number	Description
99.1	Press Release dated June 5, 2003 – Cephalon, Inc. Announces Proposed Convertible Subordinated Notes Offering
99.2	Press Release dated June 6, 2003 – Cephalon Prices $600 Million Convertible Subordinated Notes Offering

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