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