-----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, MtjaU3JSZ3VfK+HFlXO2FBhbidxc363S05MPjL6fVyILUbAs3jQ4bArf5YMPo+0G 659BVzeqFhyz356mT6royg== 0000912057-02-022394.txt : 20020530 0000912057-02-022394.hdr.sgml : 20020530 20020530133908 ACCESSION NUMBER: 0000912057-02-022394 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20020515 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20020530 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-19119 FILM NUMBER: 02665944 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 8-K 1 a2081301z8-k.txt 8-K 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 MAY 15, 2002 ---------------------------------------------- (Date of earliest event reported) Cephalon, Inc. -------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Delaware 0-19119 23-2484489 - -------------------------------------------------------------------------------- (State or other jurisdiction (Commission (IRS Employer of incorporation or organization) File Number) ID No.) 145 Brandywine Parkway West Chester, Pennsylvania 19380 - -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) (610) 344-0200 -------------------------------------------------------------------- (Registrant's telephone number, including area code) Not Applicable ------------------------------------------------------------------------ (Former name, former address and former fiscal year, if changed since last report) ITEM 5. OTHER EVENTS. On May 15, 2002, the Board of Directors of Cephalon, Inc. ( the "Registrant") voted unanimously to appoint Dr. Gail R. Wilensky as a director of the Company. Dr. Wilensky is the John M. Olin Senior Fellow at Project HOPE where she analyzes and develops policies relating to health care reform and ongoing changes in the medical marketplace. She also is a noted advisor on health care and economic policy. She has held senior posts in government including Administrator of HCFA (now the Centers for Medicare & Medicaid Services), and she was White House deputy domestic policy advisor. 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 (b) PRO FORMA FINANCIAL INFORMATION: None (c) EXHIBITS: Reference is made to the Exhibit Index annexed hereto and made a part hereof. SIGNATURES 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: May 30, 2002 By: /s/ Frank Baldino, Jr. ------------------------ ------------------------------------ Frank Baldino, Jr. Chairman and Chief Executive Officer EXHIBIT INDEX EXHIBIT PAGE - ------- ---- 99.1 5 EX-99.1 3 a2081301zex-99_1.txt EXHIBIT 99.1 Exhibit 99.1 [GRAPHIC OMITTED] CEPHALON CONTACT: Robert W. Grupp 610-738-6402 (office) RGRUPP@CEPHALON.COM FOR IMMEDIATE RELEASE - --------------------- CEPHALON APPOINTS DR. GAIL WILENSKY TO BOARD OF DIRECTORS SENIOR FELLOW AT PROJECT HOPE AND FORMER ADMINISTRATOR OF THE HEALTH CARE FINANCING ADMINISTRATION WEST CHESTER, PA, May 29, 2002 - Cephalon, Inc. (Nasdaq: CEPH), an international biopharmaceutical company, announced today that Gail Wilensky, Ph.D., has been appointed to Cephalon's board of directors. Dr. Wilensky is the John M. Olin Senior Fellow at Project HOPE where she analyzes and develops policies relating to health care reform and ongoing changes in the medical marketplace. She also is a noted advisor on health care and economic policy. She has held senior posts in government including Administrator of HCFA (now the Centers for Medicare & Medicaid Services), and she was White House deputy domestic policy advisor. In addition to her work at Project HOPE, Dr. Wilensky co-chairs the President's Task Force to Improve Health Care Delivery for Our Nation's Veterans, which covers health care for both veterans and military retirees. Dr. Wilensky testifies frequently before Congressional committees, acts as an advisor to members of Congress and other elected officials, and speaks nationally and internationally before professional, business and consumer groups. From 1997 to 2001, she chaired the Medicare Payment Advisory Commission, which advises Congress on payment and other issues relating to Medicare, and from 1995 to 1997, she chaired the Physician Payment Review Commission. Previously, she served as Deputy Assistant to President Bush for Policy Development, advising him on health and welfare issues. Prior to that, she was Administrator of the Health Care Financing Administration (now CMS), overseeing the federal government's Medicare and Medicaid programs. Dr. Wilensky is an elected member of the Institute of Medicine and its Governing Council, and serves as a trustee of the Combined Benefits Fund of the United Mineworkers of America and the Research Triangle Institute. She is an advisor to the Robert Wood Johnson Foundation and the Commonwealth Fund and is a director on several other corporate boards. Dr. Wilensky earned a bachelor's degree in psychology and a Ph.D. in economics at the University of Michigan. "We are delighted to have Dr. Wilensky join our board," said Frank Baldino, Jr., Ph.D., Chairman and CEO of Cephalon. "Her expertise in health care policy will be especially valuable to Cephalon as the company continues to grow. Dr. Wilensky's background will complement the strengths of our current board members, and we look forward to the contributions she will make." CEPHALON, INC. Founded in 1987, Cephalon, Inc. is an international biopharmaceutical company dedicated to the discovery, development and marketing of innovative products to treat sleep and neurological disorders, cancer and pain. Cephalon currently employs approximately 1,200 people in the United States and Europe. U.S. sites include the company's headquarters in West Chester, Pennsylvania, and offices and manufacturing facilities in Salt Lake City, Utah. Cephalon's major European offices are located in Guildford, England, and at Laboratoire Lafon in Maisons-Alfort, France. The company currently markets three proprietary products in the United States: PROVIGIL(R) (modafinil) tablets [C-IV], ACTIQ(R) (oral transmucosal fentanyl citrate) [C-II], and GABITRIL(R) (tiagabine hydrochloride). Cephalon markets 23 products internationally. Cephalon's biotechnology pipeline is focused on the identification of novel molecules that affect cell survival and death. Additional information about Cephalon and its subsidiaries - including full prescribing information on its U.S. products - can be obtained by visiting the company's website at WWW.CEPHALON.COM. -----END PRIVACY-ENHANCED MESSAGE-----