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
September 27, 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)
ITEM 5. OTHER EVENTS.
On September 27, 1999, Cephalon, Inc. (the "Registrant") publicly announced
that the initial purchasers of its previously announced offering of 2,000,000
shares of convertible exchangeable preferred stock at $50 per share have
exercised in full the over-allotment option.
The Registrant hereby incorporates by reference the press release attached
hereto as Exhibit 99.1, 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.
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: September 28, 1999 By: /s/ Frank Baldino, Jr.
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Frank Baldino, Jr.
President and
Chief Executive Officer
EXHIBIT INDEX
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EXHIBIT PAGE
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99.1 Press Release dated August 5, 1999