-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, PQiy414rcayaENxy8p+KzXZUryfT1iAEfYpj2wF5jm6A9608+Dw8cClSRZoS7NWt jY4Q1RlAFDlQggpHJhEXhQ== 0000893220-02-000807.txt : 20020620 0000893220-02-000807.hdr.sgml : 20020620 20020620155904 ACCESSION NUMBER: 0000893220-02-000807 CONFORMED SUBMISSION TYPE: 424B3 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20020620 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CEPHALON INC CENTRAL INDEX KEY: 0000873364 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 232484489 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 424B3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-82788 FILM NUMBER: 02683283 BUSINESS ADDRESS: STREET 1: 145 BRANDYWINE PKWY CITY: WEST CHESTER STATE: PA ZIP: 19380 BUSINESS PHONE: 6103440200 MAIL ADDRESS: STREET 1: 145 BRANDYWINE PARKWAY CITY: WEST CHESTER STATE: PA ZIP: 19380 424B3 1 w61686e424b3.txt PROSPECTUS SUPPLEMENT NO.3 TO PROSPECTUS 6/5/2002 Prospectus Supplement No. 3 Filed pursuant to Rule 424(b)(3) to Prospectus dated June 5, 2002 File No. 333-82788 CEPHALON, INC. $600,000,000 2-1/2% CONVERTIBLE SUBORDINATED NOTES DUE 2006 This document supplements information contained in that certain prospectus of Cephalon, Inc. dated June 5, 2002, as amended and supplemented from time to time, relating to the potential resale from time to time of $600,000,000 2-1/2% Convertible Subordinated Notes due 2006 and 7,407,480 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 contained in the table set forth in the prospectus under the caption "Selling Securityholders." This table sets forth information regarding (1) the beneficial ownership of the notes, and the maximum principal amount of notes that each may offer and (2) the number of shares of common stock that each selling securityholder may sell under this prospectus. Because the selling securityholders may offer all or a portion of the notes and the common stock, if converted, under the prospectus, we cannot estimate with certainty the principal amount of the notes or the common stock that the selling securityholders will hold upon termination of any sale. For this reason, we have assumed that either all of the principal amount of notes offered by a selling securityholder or all of the shares of common stock offered will be sold. The following table is based upon information furnished to us by the selling securityholders as of the date such information was provided to us.
BENEFICIAL OWNERSHIP AFTER NUMBER OF RESALE OF NOTES OR COMMON STOCK NUMBER OF SHARES OF --------------------------------------------- SHARES OF PRINCIPAL AMOUNT COMMON STOCK NUMBER OF COMMON STOCK OF NOTES ISSUABLE UPON PRINCIPAL SHARES OF NAME OF SELLING BENEFICIALLY BENEFICIALLY CONVERSION OF AMOUNT OF COMMON SECURITYHOLDER OWNED OWNED (1) NOTES NOTES PERCENT STOCK (2) PERCENT - -------------- ----- --------- ----- ----- ------- --------- ------- The following information supplements the information set forth in the prospectus originally filed or as previously amended or supplemented: West 64 Limited (3) -- $ 815,000 10,061 - - -- -- Cygnus X1 Limited (3) -- $ 185,000 2,283 - - -- --
Clinton Convertible -- $ 850,000 10,493 - - -- -- Managed Trading Account 1 Limited (4) BP Amoco Corporation -- $8,500,000 104,939 - - -- -- Master Trust for Employee Pension Plans (5) Zola Partners, L.P.(5) 6,757(6) $ 250,000 3,086 - - 6,757 * Continental Assurance -- $3,000,000 37,037 - - -- -- Company on Behalf of Its Separate Account (E) (7) Canyon Capital -- $3,750,000 46,296 - - -- -- Arbitrage Masterfund, LTD. (8) Canyon Value -- $5,625,000 69,445 - - -- -- Realization Fund (Cayman), LTD. (8) Canyon Mac 18, LTD. -- $ 625,000 7,716 - - -- -- (RMF) (8) Canyon Value -- $2,500,000 30,864 - - -- -- Realization Fund, L.P. (8) Relay 11 Holdings c/o -- $ 148,000 1,827 - - -- -- Forest Investment Mngt. L.L.C.(9) Lyxor Master Fund c/o -- $ 696,000 8,592 - - -- -- Forest Investment Mngt. L.L.C.(9) Zurich Master Hedge -- $ 531,000 6,555 - - -- -- Fund c/o Forest Investment Mngt. L.L.C.(9) Forest Global -- $4,223,000 52,136 - - -- -- Convertible Fund Series A-5(9) Sylvan (IMA) Ltd. c/o -- $ 435,000 5,370 - - -- -- Forest Investment Mngt. L.L.C.(9) BGI Global Investors -- $ 296,000 3,654 - - -- -- c/o Forest Investment Mngt. L.L.C.(9) Forest Alternative -- $ 78,000 962 - - -- -- Strategies II(9) Forest Fulcrum Fund -- $1,132,000 13,975 - - -- -- L.L.P.(9) RBC Capital Services -- $ 165,000 2,037 - - -- -- Inc. c/o Forest Investment Mngt. L.L.C.(9)
* Less than 1% (1) Beneficial ownership is determined in accordance with the rules of the SEC and generally includes voting or investment power with respect to securities. (2) Assumes that either all of the principal amount of notes offered hereby or all of the shares of common stock issued are sold by the selling securityholder. (3) The information set forth herein is as of June 13, 2002 and will be updated as required. (4) The information set forth herein is as of June 14, 2002 and will be updated as required. (5) The information set forth herein is as of June 17, 2002 and will be updated as required. (6) The number of shares of common stock beneficially owned assumes that the securityholder converts the principal amount of our 5-1/4% convertible subordinated notes due 2006 held by such holder into shares of common stock at a conversion price of $74.00 per share. (7) The information set forth herein is as of June 18, 2002 and will be updated as required. (8) The information set forth herein is as of June 19, 2002 and will be updated as required. (9) The information set forth herein is as of June 20, 2002 and will be updated as required. 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 June 20, 2002. -----END PRIVACY-ENHANCED MESSAGE-----