-----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, Mr2d+PrZshipuhYAtJ4avdiRvRaIjmLvaPzCa+HDlNmMFzoRT+SjBbyKK0go7WB8 h8xhJfJ0IZJybgsLgGk6yA== 0000950109-02-003183.txt : 20020524 0000950109-02-003183.hdr.sgml : 20020524 20020524150919 ACCESSION NUMBER: 0000950109-02-003183 CONFORMED SUBMISSION TYPE: 10-Q/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20020331 FILED AS OF DATE: 20020524 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: 10-Q/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-19119 FILM NUMBER: 02662178 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 10-Q/A 1 d10qa.txt AMENDMENT NO. 1 TO FORM 10-Q SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q/A (Amendment No. 1) [X] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Quarterly Period Ended March 31, 2002 ------------------- [ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Transition Period from _________ to __________ Commission File Number 0-19119 --------------------- CEPHALON, INC. ----------------------------------------------------------------- (Exact Name of Registrant as Specified in its Charter) Delaware 23-2484489 - --------------------- ----------------------- (State Other Jurisdiction of (I.R.S. Employer Identification Incorporation or Organization) Number) 145 Brandywine Parkway, West Chester, PA 19380-4245 - ------------------------------------------ -------------------------- (Address of Principal Executive Offices) (Zip Code) Registrant's Telephone Number, Including Area Code (610) 344-0200 -------------------------- Not Applicable ------------------------------------------------------------------------------ Former Name, Former Address and Former Fiscal Year, If Changed Since Last Report Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No _______ : Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date. Class Outstanding as of May 10, 2002 - ---------------------------------- ------------------------------ Common Stock, par value $.01 55,073,424 Shares This Report Includes a Total of 3 Pages This Form 10-Q/A is being filed for the purpose of amending and restating the information included in item 6(a), "Exhibits," and filing Exhibit 18.1, which was inadvertently omitted from this Form 10-Q as filed on May 15, 2002. Item 6. Exhibits and Reports on Form 8-K (a) Exhibits: Exhibit No. Description ---- ----------- 4.1* Form of 3.875% Convertible Promissory Note due March 29, 2007. 4.2* Registration Rights Agreement dated March 29, 200 between Cephalon, Inc. and Anthem Investors, LLC. 10.1* Amendment to Consulting Agreement between Cephalon, Inc. and Martyn D. Greenacre dated April 1, 2002. 18.1** Preferability Letter from Arthur Andersen LLP. * Previously filed as an exhibit to this Form 10-Q and incorporated herein by reference. ** Filed herewith. (b) Reports on Form 8-K: During the first quarter of 2002, the Registrant filed the following Current Reports on Form 8-K: (i) On January 10, 2002, Cephalon, Inc. filed the Press Release dated December 28, 2001 publicly announcing the completion of the acquisition of Group Lafon. (ii) On February 13, 2002, Cephalon, Inc. filed an amended Current Report on Form 8-K/A to include the pro forma financial information and financial statements of Group Lafon. 2 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. (Registrant) May 24, 2002 By /s/ Frank Baldino, Jr. -------------------------- Frank Baldino, Jr., Ph.D. Chairman and Chief Executive Officer (Principal executive officer) By /s/ J. Kevin Buchi ---------------------- J. Kevin Buchi Senior Vice President and Chief Financial Officer (Principal financial and accounting officer) 3 EX-18.1 3 dex181.txt PREFERABILITY LETTER FROM ARTHUR ANDERSEN LLP Exhibit 18.1 Preferability Letter from Arthur Andersen LLP Cephalon, Inc. Re: Form 10-Q Report for the quarter ended March 31, 2002 Gentlemen/Ladies: This letter is written to meet the requirements of Regulation S-K calling for a letter from a registrant's independent accountants whenever there has been a change in accounting principle or practice. We have been informed that, as of January 1, 2002, the Company changed from the FIFO method of accounting for inventory to the LIFO method. According to the management of the Company, this change was made to provide a better matching of revenues and expenses. A complete coordinated set of financial and reporting standards for determining the preferability of accounting principles among acceptable alternative principles has not been established by the accounting profession. Thus, we cannot make an objective determination of whether the change in accounting described in the preceding paragraph is to a preferable method. However, we have reviewed the pertinent factors including those related to financial reporting in this particular case on a subjective basis, and our opinion stated below is based on our determination made in this manner. We are of the opinion that the Company's change in method of accounting is to an acceptable alternative method of accounting, which, based upon the reasons stated for the change and our discussions with you, is also preferable under the circumstances in this particular case. In arriving at this opinion, we have relied on the business judgment and business planning of your management. We have not audited the application of this change to the financial statements of any period subsequent to December 31, 2001. Further, we have not examined and do not express any opinion with respect to your financial statements for the quarter ended March 31, 2002. Very truly yours, /s/ Arthur Andersen LLP -----END PRIVACY-ENHANCED MESSAGE-----