8-K 1 a2063857z8-k.txt CURRENT REPORT 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 Date of report (Date of earliest event reported): November 13, 2001 ----------------- CEPHALON, INC. -------------------------------------- (Exact Name of Registrant Specified in Charter) Delaware 0-19119 23-2484489 ----------------- ------------------- -------------- (State or Other (Commission File (I.R.S. Employer Jurisdiction of Number) Identification No.) Incorporation) 145 Brandywine Parkway West Chester, PA 19380 ---------------------------------------- ---------- (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code: (610) 344-0200 --------------- Not Applicable ------------------------ (Former Name or Former Address, if Changed Since Last Report) ITEM 5. OTHER EVENTS The Company was approached by the holder of $73 million principal amount of its 5 1/4% Convertible Subordinated Notes due 2006. The holder offered to exchange such notes held for 1,262,406 shares of common stock of the Company and cash representing accrued interest on the notes through the exchange date. The exchange transaction is exempt from the registration requirements of the Securities Act of 1933 pursuant to Section 3(a)(9) of the Securities Act. The Company accepted the offer and the exchange was completed on November 13, 2001. Immediately following the exchange, the Company had $327 million principal amount of the notes outstanding. SIGNATURE 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 hereunto duly authorized. CEPHALON, INC. (Registrant) By /s/ J. Kevin Buchi --------------------------- J. Kevin Buchi Chief Financial Officer Dated: November 14, 2001