SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q/A
(Amendment No. 1)
[X] Quarterly Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
For the Quarterly Period Ended March 31, 2002
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[ ] Transition Report Pursuant to Section 13 or
15(d) of the Securities Exchange Act of 1934
For the Transition Period from _________ to __________
Commission File Number 0-19119
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CEPHALON, INC.
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(Exact Name of Registrant as Specified in its Charter)
Delaware 23-2484489
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(State Other Jurisdiction of (I.R.S. Employer Identification
Incorporation or Organization) Number)
145 Brandywine Parkway, West Chester, PA 19380-4245
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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, Former Address and Former Fiscal Year, If Changed Since Last
Report
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that
the Registrant was required to file such reports), and (2) has been subject
to such filing requirements for the past 90 days. Yes X No _______
:
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
Class Outstanding as of May 10, 2002
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Common Stock, par value $.01 55,073,424 Shares
This Report Includes a Total of 3 Pages
This Form 10-Q/A is being filed for the purpose of amending and restating the
information included in item 6(a), "Exhibits," and filing Exhibit 18.1, which
was inadvertently omitted from this Form 10-Q as filed on May 15, 2002.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits:
Exhibit
No. Description
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4.1* Form of 3.875% Convertible Promissory
Note due March 29, 2007.
4.2* Registration Rights Agreement dated
March 29, 200 between Cephalon, Inc. and
Anthem Investors, LLC.
10.1* Amendment to Consulting Agreement
between Cephalon, Inc. and Martyn D.
Greenacre dated April 1, 2002.
18.1** Preferability Letter from Arthur
Andersen LLP.
* Previously filed as an exhibit to this Form 10-Q
and incorporated herein by reference.
** Filed herewith.
(b) Reports on Form 8-K:
During the first quarter of 2002, the Registrant
filed the following Current Reports on Form 8-K:
(i) On January 10, 2002, Cephalon, Inc. filed the
Press Release dated December 28, 2001 publicly
announcing the completion of the acquisition of Group
Lafon.
(ii) On February 13, 2002, Cephalon, Inc. filed an
amended Current Report on Form 8-K/A to include the
pro forma financial information and financial
statements of Group Lafon.
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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 thereunto duly authorized.
CEPHALON, INC.
(Registrant)
May 24, 2002 By /s/ Frank Baldino, Jr.
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Frank Baldino, Jr., Ph.D.
Chairman and Chief Executive Officer
(Principal executive officer)
By /s/ J. Kevin Buchi
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J. Kevin Buchi
Senior Vice President and
Chief Financial Officer
(Principal financial and accounting
officer)
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