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) May 22, 2008
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 1.01 Entry into a Material Definitive Agreement.
At the Cephalon, Inc. (the “Company”) Annual Meeting of Stockholders held on May 22, 2008 (the “Annual Meeting”), the stockholders of the Company approved an amendment (the “Amendment”) to the Company’s 2004 Equity Compensation Plan (the “Plan”) to increase the number of shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”), authorized for issuance under the Plan by 1,500,000 shares, from 12,450,000 shares to 13,950,000 shares. The Amendment also provides that no more than 500,000 shares of Common Stock may be issued pursuant to employee stock awards that are granted under the Plan after May 22, 2008. Finally, the Amendment provides the Compensation Committee of the Company’s Board of Directors with the flexibility to grant employee stock awards that qualify as “qualified performance-based compensation” under Section 162(m) of the Internal Revenue Code of 1986, as amended.
The Amendment approved by the stockholders at the Annual Meeting, along with all prior amendments approved since the last restatement of the Plan in March 2003, have been incorporated into an amended and restated Plan, a copy of which is attached hereto as Exhibit 10.1 and is incorporated by reference into this Item 1.01.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | | Description of Document |
| | | |
| 10.1 | | Cephalon, Inc. 2004 Equity Compensation Plan, as amended and restated, effective as of May 23, 2008. |
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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: May 22, 2008 | By: | /s/ Gerald J. Pappert |
| | Gerald J. Pappert |
| | Executive Vice President, General Counsel |
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EXHIBIT INDEX
Exhibit | | |
Number | | Description |
| | |
10.1 | | Cephalon, Inc. 2004 Equity Compensation Plan, as amended and restated, effective as of May 23, 2008. |
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