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
August 5, 1999
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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)
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Item 5. OTHER EVENTS.
On August 5, 1999, Cephalon, Inc. (the "Registrant") publicly announced
that it intends, subject to market and other conditions, to raise $100 million,
excluding the proceeds of the over-allotment option, through an offering of
convertible exchangeable preferred stock.
On August 13, 1999, the Registrant publicly announced that it has entered
into a purchase agreement providing for the sale to certain initial purchasers
of 2,000,000 shares of convertible exchangeable preferred stock at $50 per share
in a private offering to certain institutional investors expected to close
August 18, 1999.
The Registrant hereby incorporates by reference the press releases attached
hereto as Exhibits 99.1 and 99.2, and made a part of this Item 5.
Item 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial Statements of Business Acquired: None
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(b) Pro Forma Financial Information: None
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(c) Exhibits: Reference is made to the Exhibit Index annexed hereto and
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made a part hereof. All material agreements entered into in connection with the
referenced transaction will be filed by the Registrant as exhibits to its Annual
Report on Form 10-K.
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SIGNATURES
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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: August 18, 1999 By: /s/ Frank Baldino, Jr.
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Frank Baldino, Jr.
President and Chief Executive Officer
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EXHIBIT INDEX
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Exhibit Page
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99.1 Press Release dated August 5, 1999
99.2 Press Release dated August 13, 1999
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