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) January 23, 2006
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.) |
| | | | |
41 Moores Rd. | | |
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 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 1.01 Entry into a Material Definitive Agreement.
In August 2004, the Corporate Governance and Nominating Committee of the Board of Directors of Cephalon, Inc. (the “Company”) adopted an Aircraft Use Policy (the “Policy”) that addressed, among other things, the personal use of any aircraft owned by the Company (the “Aircraft”) by directors or executive officers of the Company. Under the Policy, any director or executive officer who wishes to use the Aircraft for personal use is required to lease the Aircraft pursuant to an Aircraft Time Sharing Agreement with the Company and to pay the Company an amount equal to the aggregate actual expenses of each specific flight, up to the maximum established under the Federal Aviation Administration rules. Incremental costs may include fuel, oil, lubricants and other additives, hanger and tie down costs away from the Aircraft’s home airport, travel expenses for crew, landing and parking fees, customs and immigration fees, insurance obtained for a specific flight, in-flight food and beverage costs, ground transportation, de-icing fees and flight planning and weather contract services.
On January 23, 2006, the Company and Frank Baldino, Jr., Ph.D., the Company’s Chairman and Chief Executive Officer, entered into an Aircraft Time Sharing Agreement, a copy of which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(a) Financial Statements of Business Acquired
None
(b) Pro Forma Financial Information
None
(c) Exhibits
Number | | Description |
10.1 | | Aircraft Time Sharing Agreement dated January 23, 2006 between the Company and Frank Baldino, Jr., Ph.D. |
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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: January 24, 2006 | By: | /s/ John E. Osborn | |
| John E. Osborn |
| Sr. Vice President, General Counsel & Secretary |
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EXHIBIT INDEX
Exhibit
Number | | Description |
10.1 | | Aircraft Time Sharing Agreement dated January 23, 2006 between the Company and Frank Baldino, Jr., Ph.D. |
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