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 June 1, 1999 ------------- (Date of earliest event reported) Cephalon, Inc. ---------------------------------------------------- (Exact name of registrant as specified in its charter) Delaware 0-19119 23-2484489 - ----------------------------------- ----------- ------------- (State or other jurisdiction (Commission (IRS Employer of incorporation or organization) File Number) ID No.) 145 Brandywine Parkway West Chester, Pennsylvania 19380 -------------------------- ----------------- (Address of principal executive offices) (Zip Code) (610) 344-0200 -------------------------------------------------------------------- (Registrant's telephone number, including area code) Not Applicable ------------------------------------------------------------------------ (Former name, former address and former fiscal year, if changed since last report) 1 ITEM 5. OTHER EVENTS. On June 1, 1999, Cephalon, Inc. (the "Registrant") publicly announced that it has entered into a collaborative agreement with H. Lundbeck A/S to discover, develop and market products to treat neurodegenerative diseases. On June 7, 1999, the Registrant announced that it has agreed to the terms of a proposed settlement of securities litigation filed in 1996 following the announcements of results of clinical studies of MYOTROPHIN(R) (mecasermin) Injection for the treatment of amyotrophic lateral sclerosis (ALS or Lou Gehrig's disease). On June 10, 1999, the Registrant announced that it has entered into a collaborative agreement with Abbott Laboratories to market and further develop GABITRIL(R) (tiagabine hydrochloride), one of Abbott's anti-epileptic drugs, in the United States. On June 11, 1999, the Registrant announced that Bruce A. Peacock, executive vice president and chief operating officer will leave the company to become president and chief operating officer of Orthovita Inc. in Malvern, PA.. The Registrant hereby incorporates by reference the press releases attached hereto as Exhibits 99.1, 99.2, 99.3 and 99.4 respectively, and made a part of this Item 5. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. (a) Financial Statements of Business Acquired: None ------------------------------------------ (b) Pro Forma Financial Information: None -------------------------------- (c) Exhibits: Reference is made to the Exhibit Index annexed hereto and -------- 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. 2 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: June 11, 1999 By: /s/ Frank Baldino, Jr. -------------- --------------------------------------- Frank Baldino, Jr. President and Chief Executive Officer 3 EXHIBIT INDEX ------------- EXHIBIT PAGE - --------- ---- 99.1 Press Release dated June 1, 1999 99.2 Press Release dated June 7, 1999 99.3 Press Release dated June 10, 1999 99.4 Press Release dated June 11, 1999 4