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:
¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ 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.
On May 22, 2008, the Board of Directors (the “Board”) of Cephalon, Inc., upon the recommendation of the Stock Option and Compensation Committee of the Board, approved changes to certain fees and annual retainers paid to members of the Board. The following table details those changes:
Cash Compensation Component | | Prior
Compensation
Structure | | New
Compensation
Structure
Approved May
22, 2008 | |
Annual Cash Retainer | | $ | 35,000 | | $ | 50,000 | |
Board Meeting Fee | | $ | 3,000 | | $ | 5,000 | |
Telephonic Meeting Fee | | $ | 2,000 | | No change | |
Lead/Presiding Director | | $ | 20,000 | | No change | |
Committee Member Retainer | | $ | 10,000 | | $ | 15,000 | |
Audit Committee Chairman Retainer | | $ | 12,000 | | $ | 20,000 | |
Corporate Governance and Nominating Committee Chairman Retainer | | $ | 12,000 | | $ | 17,000 | |
Stock Option and Compensation Committee Chairman Retainer | | $ | 12,000 | | $ | 17,000 | |
A Summary of Oral Agreement for Payment of Services between Cephalon, Inc. and its Board of Directors dated May 22, 2008 reflecting the Annual Retainer Increase is attached hereto as Exhibit 10.1 and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. | | Description of Document |
10.1 | | Summary of Oral Agreement for Payment of Services between Cephalon, Inc. and its Board of Directors dated May 22, 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 28, 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 | | Summary of Oral Agreement for Payment of Services between Cephalon, Inc. and its Board of Directors dated May 22, 2008 |
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