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 20, 2010
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.
(a) At the Cephalon, Inc. (the “Company”) Annual Meeting of Stockholders held on May 20, 2010 (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 14,950,000 shares to 16,450,000 shares. The Amendment also provides that no more than 600,000 shares of Common Stock may be issued pursuant to employee stock awards that are granted under the Plan after May 20, 2010. A copy of the Amendment is attached hereto as Exhibit 10.1 and is incorporated into this Item 1.01 by reference.
(b) At the Annual Meeting, the stockholders of the Company approved the adoption of the Cephalon, Inc. 2010 Employee Stock Purchase Plan (the “ESPP”). The ESPP allows the employees of the Company and its participating subsidiaries to purchase shares of its common stock at a discount through payroll deductions. The purchase price will be 95% of the fair market value of the Company’s common stock on the purchase date. The Company has reserved 350,000 shares of common stock for issuance under the ESPP, subject to adjustment as described below. Each of the employees of the Company and employees of its participating subsidiaries that adopt the ESPP who are regularly scheduled to work more than twenty hours per week will be eligible to participate in the ESPP. Under the ESPP, there will be a series of consecutive offering periods. The first offering period is expected to begin on or before September 1, 2010 and will end on December 31, 2010. Unless the plan administrator determines otherwise prior to the beginning of an offering period, each subsequent offering period will begin at six-month intervals on each January 1 and July 1 (or the next business day, if such date is not a business day) over the term of the ESPP and will last for six months, ending on December 31 or June 30, as the case may be (or the next business day, if such date is not a business day). A copy of the ESPP is attached hereto as Exhibit 10.2 and is incorporated into this Item 1.01 by reference.
(c) On May 20, 2010, 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
20, 2010 | |
Annual Cash Retainer | | $ | 50,000 | | $ | 55,000 | |
Board Meeting Fee | | $ | 3,000 | | No change | |
Telephonic Meeting Fee | | $ | 2,000 | | No change | |
Lead/Presiding Director | | $ | 20,000 | | No change | |
Committee Member Retainer | | $ | 15,000 | | No change | |
Audit Committee Chairman Retainer | | $ | 20,000 | | $ | 30,000 | |
Corporate Governance and Nominating Committee Chairman Retainer | | $ | 17,000 | | No change | |
Stock Option and Compensation Committee Chairman Retainer | | $ | 17,000 | | No change | |
Equity Compensation | | | | | |
Initial Option Grant | | 15,000 | | No change | |
Annual Option Grant | | 10,000 | | 15,000 | |
A Summary of Oral Agreement for Payment of Services between Cephalon, Inc. and its Board of Directors dated May 20, 2010 is attached hereto as Exhibit 10.3 and incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders
The following matters were considered at the annual meeting of stockholders of Cephalon held in Frazer, Pennsylvania on May 20, 2010:
I. For the election of the following persons as directors:
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NUMBER OF VOTES
| | FOR | | AGAINST | | ABSTAIN | | BROKER
NON-VOTES | |
Dr. Frank Baldino, Jr. | | 49,806,309 | | 6,025,256 | | 342,776 | | 4,929,394 | |
William P. Egan | | 54,717,751 | | 1,114,532 | | 342,058 | | 4,929,394 | |
Martyn D. Greenacre | | 53,848,904 | | 1,978,707 | | 346,730 | | 4,929,394 | |
Vaughn M. Kailian | | 54,602,031 | | 1,230,392 | | 341,918 | | 4,929,394 | |
Kevin E. Moley | | 55,345,945 | | 486,678 | | 341,718 | | 4,929,394 | |
Dr. Charles A. Sanders | | 53,976,844 | | 1,850,599 | | 346,898 | | 4,929,394 | |
Dr. Gail R. Wilensky | | 54,812,835 | | 1,014,556 | | 346,950 | | 4,929,394 | |
Dennis L. Winger | | 55,290,021 | | 542,596 | | 341,724 | | 4,929,394 | |
II. To approve the amendment to the Company’s 2004 Equity Compensation Plan, increasing the number of shares authorized for issuance:
NUMBER OF VOTES
FOR | | AGAINST | | ABSTAIN | | BROKER NON-
VOTES | |
41,548,778 | | 14,441,532 | | 184,031 | | 4,929,394 | |
III. To approve the Company’s 2010 Employee Stock Purchase Plan:
NUMBER OF VOTES
FOR | | AGAINST | | ABSTAIN | | BROKER NON-
VOTES | |
55,357,155 | | 713,952 | | 103,234 | | 4,929,394 | |
IV. To ratify the appointment of PricewaterhouseCoopers LLP as independent registered public accountants for the year ending December 31, 2010:
NUMBER OF VOTES
FOR | | AGAINST | | ABSTAIN | |
59,819,681 | | 1,172,330 | | 111,724 | |
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. | | Description of Document |
| | |
10.1 | | Amendment 2010 — 1 to the Company’s 2004 Equity Compensation Plan, as amended and restated, effective as of May 20, 2010. |
| | |
10.2 | | Cephalon, Inc. 2010 Employee Stock Purchase Plan. |
| | |
10.3 | | Summary of Oral Agreement for Payment of Services between Cephalon, Inc. and its Board of Directors dated May 20, 2010. |
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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 26, 2010 | By: | /s/ Gerald J. Pappert |
| | Gerald J. Pappert |
| | Executive Vice President, General Counsel and Secretary |
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EXHIBIT INDEX
Exhibit | | |
Number | | Description |
| | |
10.1 | | Amendment 2010 — 1 to the Company’s 2004 Equity Compensation Plan, as amended and restated, effective as of May 20, 2010. |
| | |
10.2 | | Cephalon, Inc. 2010 Employee Stock Purchase Plan. |
| | |
10.3 | | Summary of Oral Agreement for Payment of Services between Cephalon, Inc. and its Board of Directors dated May 20, 2010. |
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