-----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, EoZ/PdO3GEvwV+KyfFhvAfdZWzvPDCChpon11b+zskDNbYnrvAk2aHCuFyCZlOQ3 Uo9TwcsJxd2RbIN/6DH0tQ== 0000950109-99-002991.txt : 19990819 0000950109-99-002991.hdr.sgml : 19990819 ACCESSION NUMBER: 0000950109-99-002991 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19990805 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19990818 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: SEC FILE NUMBER: 000-19119 FILM NUMBER: 99695365 BUSINESS ADDRESS: STREET 1: 145 BRANDYWINE PKWY CITY: WEST CHESTER STATE: PA ZIP: 19380 BUSINESS PHONE: 2153440200 MAIL ADDRESS: STREET 1: 145 BRANDYWINE PARKWAY CITY: WEST CHESTER STATE: PA ZIP: 19380 8-K 1 FORM 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 August 5, 1999 --------------- (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) 1 Item 5. OTHER EVENTS. On August 5, 1999, Cephalon, Inc. (the "Registrant") publicly announced that it intends, subject to market and other conditions, to raise $100 million, excluding the proceeds of the over-allotment option, through an offering of convertible exchangeable preferred stock. On August 13, 1999, the Registrant publicly announced that it has entered into a purchase agreement providing for the sale to certain initial purchasers of 2,000,000 shares of convertible exchangeable preferred stock at $50 per share in a private offering to certain institutional investors expected to close August 18, 1999. The Registrant hereby incorporates by reference the press releases attached hereto as Exhibits 99.1 and 99.2, 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. All material agreements entered into in connection with the referenced transaction will be filed by the Registrant as exhibits to its Annual Report on Form 10-K. 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. Date: August 18, 1999 By: /s/ Frank Baldino, Jr. --------------- ---------------------- Frank Baldino, Jr. President and Chief Executive Officer 3 EXHIBIT INDEX ------------- Exhibit Page - ------- ---- 99.1 Press Release dated August 5, 1999 99.2 Press Release dated August 13, 1999 4 EX-99.1 2 PRESS RELEASE DATED AUGUST 5, 1999 Contact: Sandra Menta Cephalon, Inc. 610-738-6376 Cephalon Announces Offering of $100 Million of Convertible Exchangeable Preferred Stock West Chester, PA - August 5, 1999 -- Cephalon, Inc. (NASDAQ: CEPH) announced today that it intends, subject to market and other conditions, to raise $100 million, excluding the proceeds of the over-allotment option, through an offering of convertible exchangeable preferred stock. The convertible exchangeable preferred stock will be offered, through initial purchasers in the United States, only to qualified institutional buyers in reliance on Rule 144A under the Securities Act of 1933, as amended. The preferred stock will be convertible into common stock at a premium to be determined at closing. The preferred stock will be exchangeable, at the option of the company, into convertible debentures which also will be convertible into shares of Cephalon common stock at the same conversion rate as the preferred stock. The preferred stock and the debentures, if issued, will be redeemable by the company at declining redemption prices commencing in August 2001. No other terms were disclosed. . Cephalon intends to use the proceeds of the offering to fund the further development and marketing of PROVIGIL, preclinical and clinical development and other research and development activities, the settlement of legal proceedings, working capital, and other general corporate purposes. Cephalon also may use a portion of its available funds for acquisitions, although no such acquisitions are currently contemplated or to prepay our revenue sharing notes. The securities to be offered will not be registered under the Securities Act, or any state securities laws and unless so registered, may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws. Cephalon, Inc., headquartered in West Chester, PA, is an international biopharmaceutical company dedicated to the discovery, development and marketing of products to treat neurological disorders, sleep disorders and cancer. - continue - 5 Cephalon Announces Offering of $100 Million of Convertible Exchangeable Preferred Stock Page 2 In addition to historical facts or statements of current condition, this press release may contain forward-looking statements. Forward-looking statements provide the company's current expectations or forecasts of future events. These may include statements regarding anticipated scientific progress on its research programs, development of potential pharmaceutical products, prospects for regulatory approval, manufacturing development and capabilities, market prospects for its products, sales and earnings projections, and other statements regarding matters that are not historical facts. You may identify some of these forward-looking statements by the use of words in the statements such as "anticipate," "estimate," "expect," "project," "intend," "plan," "believe" or other words and terms of similar meaning. The company's performance and financial results could differ materially from those reflected in these forward-looking statements due to general financial, economic, regulatory and political conditions affecting the biotechnology and pharmaceutical industries as well as more specific risks and uncertainties such as those set forth below and in its reports on Form 8-K, 10-Q and 10-K filed with the U.S. Securities and Exchange Commission. Given these risks and uncertainties, any or all of these forward-looking statements may prove to be incorrect. Therefore, you are cautioned not to place too much reliance on any such factors or forward-looking statements. Furthermore, Cephalon does not intend (and it is not obligated) to update publicly any forward-looking statements, whether as a result of new information, future events or otherwise. This discussion is permitted by the Private Securities Litigation Reform Act of 1995. NOTE: Cephalon's press releases are posted on the Internet at the company's Web site at http://www.cephalon.com. They are also available by fax ----------------------- 24 hours a day at no charge by calling PR Newswire's Company News On-Call at 800-758-5804, extension 134563. * * * * 6 EX-99.2 3 PRESS RELEASE DATED AUGUST 13, 1999 Contact: Sandra Menta 610-738-6376 Cephalon, Inc. FOR IMMEDIATE RELEASE - --------------------- Cephalon Announces Offering of $100 Million of Convertible Exchangeable Preferred Stock West Chester, PA -- August 13, 1999 -- Cephalon, Inc. (NASDAQ: CEPH) announced today that it has entered into a purchase agreement providing for the sale to certain initial purchasers of 2,000,000 shares of convertible exchangeable preferred stock at $50 per share (the "Preferred Stock") in a private offering to certain institutional investors expected to close August 18, 1999. The Company has granted the initial purchasers a 45-day option to purchase up to an additional 500,000 shares of the Preferred Stock . Dividends on the Preferred stock will be cumulative at the annual rate of $3.625 per share. The Preferred Stock will be convertible into shares of Common Stock of the Company at a conversion price of $17.92 per share, subject to adjustment in certain circumstances. The Preferred Stock will be exchangeable, at the option of the Company, into 7 1/4% Convertible Debentures which will also be convertible into shares of Common Stock of the Company. The Preferred Stock and the Debentures, if issued, will be redeemable by the Company at declining redemption prices commencing in August 2001. The Company stated that it intends to use the proceeds of the offering to fund the further development and marketing of PROVIGIL(R) (modafinil) Tablets [C-IV], preclinical and clinical development and other research and development activities, the settlement of legal proceedings, working capital, and other corporate purposes. The Company may also use a portion of its available funds for acquisitions, although no such acquisitions are currently contemplated, or to prepay its revenue sharing notes. The securities to be offered will not be registered under the Securities Act or any state securities laws and, unless so registered, may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws. Cephalon, Inc., headquartered in West Chester, PA, is an international biopharmaceutical company dedicated to the discovery, development and marketing of products to treat neurological disorders, sleep disorders and cancer. - continued - 7 Cephalon Announces Offering of $100 Million of Convertible Exchangeable Preferred Stock Page 2 In addition to historical facts or statements of current condition, this press release may contain forward-looking statements. Forward-looking statements provide the company's current expectations or forecasts of future events. These may include statements regarding anticipated scientific progress on its research programs, development of potential pharmaceutical products, prospects for regulatory approval, manufacturing development and capabilities, market prospects for its products, sales and earnings projections, and other statements regarding matters that are not historical facts. You may identify some of these forward-looking statements by the use of words in the statements such as "anticipate," "estimate," "expect," "project," "intend," "plan," "believe" or other words and terms of similar meaning. The company's performance and financial results could differ materially from those reflected in these forward-looking statements due to general financial, economic, regulatory and political conditions affecting the biotechnology and pharmaceutical industries as well as more specific risks and uncertainties such as those set forth below and in its reports on Form 8-K, 10-Q and 10-K filed with the U.S. Securities and Exchange Commission. Given these risks and uncertainties, any or all of these forward-looking statements may prove to be incorrect. Therefore, you are cautioned not to place too much reliance on any such factors or forward-looking statements. Furthermore, Cephalon does not intend (and it is not obligated) to update publicly any forward-looking statements, whether as a result of new information, future events or otherwise. This discussion is permitted by the Private Securities Litigation Reform Act of 1995. NOTE: Cephalon's press releases are posted on the Internet at the company's Web site at http://www.cephalon.com. They are also available by fax 24 hours a ----------------------- day at no charge by calling PR Newswire's Company News On-Call at 800-758-5804, extension 134563. 8 -----END PRIVACY-ENHANCED MESSAGE-----