S-8 1 a2080925zs-8.txt FORM S-8 As filed with the Securities and Exchange Commission on May 28, 2002 Registration No. 333- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 CEPHALON, INC. (Exact name of issuer as specified in its charter) Delaware 23-2484489 (State or other jurisdiction of (I.R.S. Employer Identification No.) incorporation of organization) 145 Brandywine Parkway West Chester, Pennsylvania 19380 (Address of principal executive offices) CEPHALON, INC. 2000 EQUITY COMPENSATION PLAN FOR EMPLOYEES AND KEY ADVISORS (Full title of the plan) John E. Osborn, Esq. Senior Vice President, General Counsel & Secretary Cephalon, Inc. 145 Brandywine Parkway West Chester, PA 19380 (Name and address of agent for service) (610) 344-0200 (Telephone number, including area code, of agent for service) Copy to: Richard A. Silfen, Esq. Morgan, Lewis & Bockius LLP 1701 Market Street Philadelphia, PA 19103 (215) 963-5000 CALCULATION OF REGISTRATION FEE
========================= ====================== ======================== ========================= ===================== Proposed maximum Proposed maximum Title of securities to Number of shares to offering price per Aggregate offering Amount of be registered be registered (1) share (2) price (2) registration fee (3) ------------------------- ---------------------- ------------------------ ------------------------- --------------------- Common stock, $0.01 par value (4).... 1,300,000 shares $54.95 $71,435,000 $6,572.02 ========================= ====================== ======================== ========================= =====================
(1) Pursuant to Rule 416 under the Securities Act of 1933, this Registration Statement also covers such additional shares as may hereinafter be offered or issued to prevent dilution resulting from stock splits, stock dividends and similar anti-dilution provisions. (2) Estimated pursuant to paragraphs (c) and (h) of Rule 457 solely for purposes of calculating the registration fee, based upon the average of the high and low sales price for a share of Common Stock on May 22, 2002, as reported on the Nasdaq National market. (3) Calculated pursuant to Section 6(b) as follows: proposed maximum offering price multiplied by .000092. (4) Each share of the registrant's common stock includes one preferred share purchase right pursuant to the Amended and Restated Rights Agreement dated January 1, 1999 between Cephalon, Inc. and StockTrans, Inc., as Rights Agent, as amended on July 31, 2000. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT This registration statement on Form S-8 relates to the registration of an additional 1,300,000 shares of Common Stock, $.01 par value, of the Registrant. The shares are securities of the same class and relating to the same employee benefit plan, the Cephalon, Inc. 2000 Equity Compensation Plan for Employees and Key Advisors, as those shares registered in the Registrant's registration statement on Form S-8, previously filed with the Securities and Exchange Commission on December 22, 2000. The earlier registration statement on Form S-8 (Registration No. 333-52640) is hereby incorporated by reference. EXPERTS The consolidated financial statements of Cephalon, Inc. as of December 31, 2001 and 2000 and for each of the three years in the period ended December 31, 2001, incorporated by reference in this prospectus, have been audited by Arthur Andersen LLP, independent public accountants, as stated in their reports with respect thereto. Arthur Andersen LLP did not audit the financial statements of Anesta Corp., a company acquired by Cephalon during 2000 in a transaction accounted for as a pooling of interests. Such statements are included in the consolidated financial statements of Cephalon, Inc. and reflect total revenues of 13 percent in 1999 of the related consolidated totals. Those statements were audited by PricewaterhouseCoopers LLP whose report has been furnished to us, and Arthur Andersen's opinion, insofar as it relates to amounts included for Anesta Corp., is based solely upon the report of PricewaterhouseCoopers LLP. The consolidated financial statements of Anesta Corp., not incorporated by reference nor separately presented in this prospectus, have been audited by PricewaterhouseCoopers LLP, independent accountants, whose report thereon is incorporated by reference in this registration statement. Such financial statements, to the extent they have been included in the financial statements of Cephalon, Inc., have been so included in reliance on the report of such independent accountants given on authority of such firm as experts in auditing and accounting. The consolidated financial statements of Lafon Group as of December 31, 2000 and 1999 and for each of the three years in the period ended December 31, 2000, incorporated in this prospectus, have been audited by Befec-Price Waterhouse, a member of PricewaterhouseCoopers, independent accountants, as stated in their report with respect thereto. 1 ITEM 8. EXHIBITS. The following exhibits are filed as part of this registration statement:
EXHIBIT NUMBER EXHIBIT ------- ------- 5.1* Opinion of Morgan, Lewis & Bockius LLP 23.1* Consent of Morgan, Lewis & Bockius LLP (included in its opinion filed as Exhibit 5.1 hereto) 23.2* Consent of Arthur Andersen LLP 23.3* Consent of PricewaterhouseCoopers LLP 23.4* Consent of Befec-Price Waterhouse 24.1* Power of Attorney (included on signature page of this registration statement) 99.1* Cephalon, Inc. 2000 Equity Compensation Plan for Employees and Key Advisors, as amended and restated, effective as of May 15, 2002
---------- * Filed herewith. 2 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of West Chester, Commonwealth of Pennsylvania, on this 24th day of May 2002. CEPHALON, INC. By: /s/ Frank Baldino, Jr. ----------------------- Frank Baldino, Jr., Ph.D. Chairman and Chief Executive Officer KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below in so signing also makes, constitutes and appoints Frank Baldino, Jr. and J. Kevin Buchi, or either of them, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to execute and cause to be filed with the Securities and Exchange Commission any and all amendments and post-effective amendments to this Registration Statement, with all exhibits thereto and other documents in connection therewith, and hereby ratifies and confirms all that said attorneys-in-fact and agents or their substitute or substitutes may do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.
SIGNATURE TITLE DATE --------- ----- ---- /s/ Frank Baldino, Jr. Chairman and Chief Executive Officer May 24, 2002 ------------------------------- (Principal Executive Officer) Frank Baldino, Jr., Ph.D. /s/ J. Kevin Buchi Sr. Vice President and Chief May 24, 2002 ------------------------------- Financial Officer (Principal J. Kevin Buchi Financial and Accounting Officer) /s/ William P. Egan Director May 24, 2002 ------------------------------- William P. Egan /s/ Robert J. Feeney Director May 24, 2002 ------------------------------- Robert J. Feeney, Ph.D. /s/ Martyn D. Greenacre Director May 24, 2002 ------------------------------- Martyn D. Greenacre /s/ Charles A. Sanders Director May 24, 2002 ------------------------------- Charles A. Sanders Director ------------------------------- Gail R. Wilensky, Ph.D /s/ Horst Witzel, Dr.-Ing Director May 24, 2002 ------------------------------- Horst Witzel, Dr.-Ing.
3 CEPHALON, INC. INDEX
EXHIBIT NUMBER DESCRIPTION -------------- ----------- 5.1 Opinion of Morgan, Lewis & Bockius LLP 23.1 Consent of Morgan, Lewis & Bockius LLP (contained in the opinion of counsel filed as Exhibit 5.1) 23.2 Consent of Arthur Andersen LLP 23.3 Consent of PricewaterhouseCoopers LLP 23.4 Consent of Befec-Price Waterhouse 24.1 Power of Attorney (included on signature page of this Registration Statement) 99.1 Cephalon, Inc. 2000 Equity Compensation Plan For Employees and Key Advisors, as amended and restated, effective as of May 15, 2002
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