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): June 4, 2002
------------
CEPHALON, INC.
-----------------------------------------------
(Exact Name of Registrant Specified in Charter)
DELAWARE 0-19119 23-2484489
- ----------------- ------------------- ------------------
(State or Other (Commission File (I.R.S. Employer
Jurisdiction of Number) Identification No.)
Incorporation)
145 Brandywine Parkway
West Chester, Pennsylvania 19380
- ---------------------------------------- ----------
(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)
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
On June 4, 2002, at the direction of the Board of Directors of Cephalon,
Inc., a Delaware corporation (the "Company"), acting upon the recommendation of
its Audit Committee, the Company dismissed Arthur Andersen LLP ("Andersen") as
the Company's independent public accountants and has determined to appoint
PricewaterhouseCoopers LLP ("PwC") to serve as the Company's independent public
accountants for the fiscal year 2002.
Andersen's reports on the Company's consolidated financial statements for
each of the years ended December 31, 2001 and 2000 did not contain an adverse
opinion or disclaimer of opinion, nor were they qualified or modified as to
uncertainty, audit scope or accounting principles.
During the years ended December 31, 2001 and 2000 and through the filing
date of this Current Report on Form 8-K, there were no disagreements with
Andersen on any matter of accounting principles or practices, financial
statement disclosure, or auditing scope or procedure which, if not resolved to
Andersen's satisfaction would have caused them to make reference to the subject
matter in connection with their report on the Company's consolidated financial
statements for such years; and there were no reportable events as defined in
Item 304(a)(1)(v) of Regulation S-K.
The Company provided Andersen with a copy of the foregoing disclosures.
Attached as Exhibit 16.1 is a copy of Andersen's letter, dated June 5, 2002,
stating its agreement with such statements.
During the years ended December 31, 2001 and 2000 and through the filing
date of this Current Report on Form 8-K, the Company did not consult PwC with
respect to the application of accounting principles to a specified transaction,
either completed or proposed, or the type of audit opinion that might be
rendered on the Company's consolidated financial statements, or any other
matters or "reportable events," in each case in the manner contemplated by Items
304(a)(2)(i) and (ii) of Regulation S-K.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL STATEMENTS AND EXHIBITS.
Exhibits
16.1 Letter from Arthur Andersen LLP to the Securities and Exchange
Commission dated June 5, 2002, filed herewith.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
CEPHALON, INC.
By: /s/ J. KEVIN BUCHI
------------------------------
J. Kevin Buchi
Senior Vice President and
Chief Financial Officer
Dated: June 4, 2002