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
December 28, 2001
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(Date of earliest event reported)
Cephalon, Inc.
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(Exact name of registrant as specified in its charter)
Delaware 0-19119 23-2484489
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(State or other jurisdiction (Commission (IRS Employer
of incorporation or organization) File Number) ID No.)
145 Brandywine Parkway
West Chester, Pennsylvania 19380
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(Address of principal executive offices) (Zip Code)
(610) 344-0200
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(Registrant's telephone number, including area code)
Not Applicable
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(Former name, former address and former fiscal year,
if changed since last report)
ITEM 2. ACQUISITION OF ASSETS
(a) On December 28, 2001 (the "Closing Date"), the Registrant completed its
previously announced acquisition (the "Acquisition") of all of the outstanding
shares of capital stock of Financiere Lafon S.A. and Organisation de Synthese
Mondiale Orsymonde S. A. (collectively, "Group Lafon") held by the controlling
shareholders, Mr. Francois Lafon and Ms. Andree Carpentier (together, the
"Sellers"). The Acquisition was accomplished pursuant to the terms of a Share
Purchase Agreement among the Sellers and the Registrant dated as of December 3,
2001, a copy of which is filed as Exhibit 2.1 to this Form 8-K and is
incorporated herein by reference, as amended by an Amendment to the Share
Purchase Agreement among the Sellers and the Registrant dated as of December 28,
2001, a copy of which is filed as Exhibit 2.2 to this Form 8-K and is
incorporated herein by reference. Prior to the Closing Date, the Registrant's
highest revenue product was sold under a license from Laboratoire L. Lafon, S.A.
The terms of the agreements among the parties were the result of arm's length
negotiations among the parties. The aggregate consideration paid by the
Registrant for the Acquisition was approximately $450 million cash, including
the assumption of certain liabilities of Group Lafon. The purchase price is
subject to adjustment downward following the Closing Date in certain
circumstances. To secure the payment of this possible adjustment and other
post-closing adjustments, including any indemnification claims, to the extent
that such claims exceed $3 million in the aggregate, $45 million of the $450
million purchase price is being held in escrow and will be released to the
Sellers (absent any claims) over an 18-month period following the Closing Date.
A copy of the escrow agreement signed by the parties is filed as Exhibit 2.3 to
this Form 8-K and is incorporated herein by reference. The purchase price of the
Acquisition was funded in part by the proceeds of the Registrant's offering of
2 1/2% convertible subordinated notes, which was completed on December 11, 2001.
(b) The assets acquired pursuant to the Acquisition consist primarily of a
headquarters and research facility, two manufacturing facilities, a packaging
and distribution facility and various warehouses located in France, and are used
by Group Lafon in connection with the development, sale and manufacture of
pharmaceutical products. The Registrant intends to continue the use of these
assets for the development, sale and manufacture of pharmaceutical products.
The Registrant issued a press release announcing the completion of the
Acquisition, which release is filed herewith as Exhibit 99.1 and is incorporated
herein by reference.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) FINANCIAL STATEMENTS OF BUSINESS ACQUIRED.
To be filed on Form 8-K/A as soon as practicable, but not later than
75 days from the Closing Date.
(b) PRO FORMA FINANCIAL INFORMATION.
To be filed on Form 8-K/A as soon as practicable, but not later than
75 days from the Closing Date.
(c) EXHIBITS.
EXHIBIT NO. DESCRIPTION OF DOCUMENT
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2.1* Share Purchase Agreement
2.2* Amendment to Share Purchase Agreement
2.3* Representations and Warranties Agreement
2.4* Escrow Agreement
99.1* Press Release
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* Filed herewith
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 thereunto duly authorized.
CEPHALON, INC.
Date: January 7, 2001 By: /s/ J. KEVIN BUCHI
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J. Kevin Buchi
Chief Financial Officer
EXHIBIT INDEX
EXHIBIT
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2.1 SHARE PURCHASE AGREEMENT
2.2 AMENDMENT TO SHARE PURCHASE AGREEMENT
2.3 REPRESENTATIONS AND WARRANTIES AGREEMENT
2.4 ESCROW AGREEMENT
99.1 PRESS RELEASE