424B3 1 w53911e424b3.txt 424B3 CEPHALON, INC. 1 Prospectus Supplement No. 6 Filed pursuant to Rule 424(b)(3) to Prospectus dated August 6, 2001 File No. 333-62234 CEPHALON, INC. $400,000,000 5-1/4 CONVERTIBLE SUBORDINATED NOTES DUE 2006 This document supplements information contained in that certain prospectus of Cephalon, Inc. dated August 6, 2001, as amended and supplemented from time to time, relating to the potential resale from time to time of $400,000,000 5-1/4 Convertible Subordinated Notes due 2006 and 5,405,405 shares of common stock by the selling securityholders identified in the prospectus and any prospectus supplements. This prospectus supplement is not complete without, and may not be delivered or utilized except in connection with the prospectus, including any amendments or supplements thereto. The following table supplements, or amends, as noted, the information set forth in the prospectus under the caption "Selling Securityholders" with respect to: - the principal amount of notes beneficially owned by each selling securityholder and the maximum principal amount that each may offer, and - the number of shares of common stock issued upon conversion of the notes that each selling securityholder may sell under the prospectus, as amended or supplemented.
PRINCIPAL NUMBER OF AMOUNT OF COMMON SHARES NOTES ISSUED UPON BENEFICIALLY CONVERSION THAT NAME OF SELLING SECURITYHOLDER(1) OWNED(2) MIGHT BE SOLD --------------------------------- -------- ------------- The following information supplements the information set forth in the prospectus originally filed or as previously amended or supplemented: American Motorist Insurance Company 469,000 6,337 Arapahoe County Colorado 46,000 621 City of New Orleans 189,000 2,554 City University of New York 113,000 1,527 Grady Hospital Foundation 99,000 1,337 Municipal Employees 100,000 1,351 New Orleans Firefighters Pension/Relief Fund 103,000 1,391 Occidental Petroleum Corporation 193,000 2,608
2 Policemen and Firemen Retirement System of the City of Detroit 495,000 6,689 Promutual 561,000 7,581 Raytheon Master Pension Trust 179,000 2,418 Shell Pension Trust 214,000 2,891 State of Maryland Retirement Agency 2,390,000 32,297 1976 Distribution Trust FBO A. R. Lauder/Zinterhofer 6,000 81 1976 Distribution Trust FBO Jane A. Lauder 12,000 162 2000 Revocable Trust FBO A. R. Lauder/Zinterhofer 6,000 81 The following information amends the information set forth in the prospectus originally filed or as previously amended or supplemented: Deutsche Banc Alex Brown Inc. 7,228,000 97,675 Nicholas Applegate Convertible Fund 1,793,000 24,229
(1) The information set forth herein is as of October 11, 2001 and will be updated as required. (2) Beneficial ownership is determined in accordance with the rules of the SEC and generally includes voting or investment power with respect to securities. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus supplement. Any representation to the contrary is a criminal offense. The date of this prospectus supplement is October 11, 2001.