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): November 13, 2001
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CEPHALON, INC.
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(Exact Name of Registrant Specified in Charter)
Delaware 0-19119 23-2484489
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(State or Other (Commission File (I.R.S. Employer
Jurisdiction of Number) Identification No.)
Incorporation)
145 Brandywine Parkway
West Chester, PA 19380
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (610) 344-0200
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Not Applicable
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(Former Name or Former Address, if Changed Since Last Report)
ITEM 5. OTHER EVENTS
The Company was approached by the holder of $73 million principal amount of its
5 1/4% Convertible Subordinated Notes due 2006. The holder offered to exchange
such notes held for 1,262,406 shares of common stock of the Company and cash
representing accrued interest on the notes through the exchange date. The
exchange transaction is exempt from the registration requirements of the
Securities Act of 1933 pursuant to Section 3(a)(9) of the Securities Act. The
Company accepted the offer and the exchange was completed on November 13, 2001.
Immediately following the exchange, the Company had $327 million principal
amount of the notes outstanding.
SIGNATURE
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.
(Registrant)
By /s/ J. Kevin Buchi
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J. Kevin Buchi
Chief Financial Officer
Dated: November 14, 2001