As filed with the Securities and Exchange Commission on December 21, 2011
Registration No. 333-134462
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
CEPHALON, INC.
(Exact Name of Registrant as Specified in Its Charter)
Delaware (State or Other Jurisdiction of |
| 23-2484489 |
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41 Moores Road |
| 19355 (Zip Code) |
Cephalon, Inc.
Non-Qualified Deferred Compensation Plan
(Full title of the Plan)
William S. Marth
President
Cephalon, Inc.
41 Moores Road
Frazer, PA 19355
(610) 344-0200
(Name, Address and Telephone Number, Including Area Code, of Agent for Service)
Copy to:
David Fox, Esq.
Jeffrey D. Symons, Esq.
Kirkland & Ellis LLP
601 Lexington Avenue
New York, New York 10022
(212) 446-4800
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer x |
| Accelerated filer o |
Non-accelerated filer o (Do not check if a smaller reporting company) |
| Smaller reporting company o |
DEREGISTRATION OF SECURITIES
This Post-Effective Amendment No. 1 relates to the Registration Statement on Form S-8 (File No. 333-134462) filed by Cephalon, Inc., a Delaware corporation (the “Company”), with the Securities and Exchange Commission on May 25, 2006 (the “Registration Statement”) relating to $50,000,000 of deferred compensation obligations (the “Obligations”). The Registration Statement registered the Obligations, which may be offered to certain eligible employees of the Company and its subsidiaries, pursuant to the Cephalon, Inc. Non-Qualified Deferred Compensation Plan.
Effective as of October 14, 2011, pursuant to an Agreement and Plan of Merger, dated as of May 1, 2011, by and among Teva Pharmaceutical Industries Ltd., an Israeli corporation (“Teva”), Copper Acquisition Corp., a Delaware corporation and an indirect wholly-owned subsidiary of Teva, and the Company, Copper Merger Sub, Inc., a Delaware corporation (assignee of Copper Acquisition Corp., a Delaware corporation, “Merger Sub”), acquired all of the issued and outstanding shares of common stock of the Company and, as a result of the transaction, the Company became an indirect wholly-owned subsidiary of Teva. The Company’s common stock ceased trading on the NASDAQ Global Select Market at the opening of business on October 14, 2011. In connection with the merger, the Company filed a Form 15 Certification and Notice of Termination of Registration under Section 12(g) of the Securities Exchange Act of 1934 to terminate the registration of the Company’s common stock.
In connection with the closing of the merger, the Company has terminated all of its offerings of its securities pursuant to its existing registration statements, including the Registration Statement. In accordance with an undertaking made by the Company in the Registration Statement to remove from registration, by means of a post-effective amendment, any securities of the Company that remain unsold at the termination of the offering, the Company hereby removes from registration all Obligations registered under the Registration Statement that remain unsold as of the date of this Post-Effective Amendment No. 1.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Frazer, State of Pennsylvania, on December 21, 2011.
Date: December 21, 2011
| CEPHALON, INC. | |
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| By: | /s/ William S. Marth |
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| Name: William S. Marth |
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| Title: President and Chief Executive Officer |
Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment to Registration Statement on Form S-8 has been signed by the following persons on behalf of the Registrant in the capacities indicated below on December 21, 2011.
Signature |
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s/ William S. Marth |
| President, Chief Executive Officer and Director |
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William S. Marth |
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/s/ Deborah A. Griffin |
| Vice President, Chief Financial Officer and Director |
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Deborah A. Griffin |
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/s/Shlomo Yanai |
| Director |
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Shlomo Yanai |
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/s/Richard S. Egosi |
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Richard S. Egosi |
| Director |
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