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, 2005
Cephalon, Inc.
(Exact Name of Registrant as Specified in Charter)
Delaware | | 0-19119 | | 23-2484489 |
(State or Other Jurisdiction | | (Commission | | (IRS Employer |
of Incorporation) | | File Number) | | Identification No.) |
| | | | |
41 Moores Road | | |
Frazer, Pennsylvania | | 19355 |
(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)
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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 1.02 Termination of a Material Definitive Agreement.
On July 22, 2005, Cephalon, Inc. (the “Registrant”) terminated the Letter Agreement Confirmation dated January 22, 2003 (the “Agreement”) between the Registrant and Credit Suisse First Boston International (“CSFBI”) that related to an interest rate swap on an aggregate notional amount of $200 million of the Registrant’s 2.5% convertible subordinated notes (the “2.5% Notes”). In early July 2005, the Registrant completed a cash tender offer for the 2.5% Notes that resulted in the purchase by the Registrant of approximately $512 million of the approximately $522 million of then-outstanidng 2.5% Notes. In consideration of the termination of the Agreement, the Registrant paid $5,400,000 to CSFBI, representing the fair value of the interest rate swap on the date of the termination.
There are no material relationships between CSFBI and the Registrant or any of the Registrant’s affiliates, directors or officers (or any associate of any such director or officer), other than by virtue of the Agreement.
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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: July 26, 2005 | By: | /s/ J. Kevin Buchi | |
| | J. Kevin Buchi |
| | Senior Vice President and Chief Financial Officer |
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