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