-----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, GxCOOA8UNg6ld+jaI9RfEZzhTTKTxL3Bl8GSFtKaxZ/jgQJiVxgqqJoxm2lPiI7O +2yET/SsgvH/ueUG2JH6Cg== 0001036050-99-001973.txt : 19991227 0001036050-99-001973.hdr.sgml : 19991227 ACCESSION NUMBER: 0001036050-99-001973 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19990927 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19990928 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: 99718537 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 September 27, 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) ITEM 5. OTHER EVENTS. On September 27, 1999, Cephalon, Inc. (the "Registrant") publicly announced that the initial purchasers of its previously announced offering of 2,000,000 shares of convertible exchangeable preferred stock at $50 per share have exercised in full the over-allotment option. 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. 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. 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: September 28, 1999 By: /s/ Frank Baldino, Jr. ------------------- ----------------------- Frank Baldino, Jr. President and Chief Executive Officer EXHIBIT INDEX ------------- EXHIBIT PAGE - ------- ---- 99.1 Press Release dated August 5, 1999 EX-99.1 2 PRESS RELEASE DATED AUGUST 5, 1999 Contact: Sandra Menta 610-738-6376 FOR IMMEDIATE RELEASE - --------------------- Cephalon Announces Over-Allotment Option Exercised West Chester, PA -- September 27, 1999 -- Cephalon, Inc. (NASDAQ: CEPH) announced today that the initial purchasers of its previously announced offering of 2,000,000 shares of convertible exchangeable preferred stock at $50 per share have exercised in full the over-allotment option. This brings the total amount of the offering to $125 million. Shares of the preferred stock have an annual coupon of $3.625 per share, are convertible into common stock at $17.92 per share, and are redeemable at the option of the company in two years. The securities offered have not been 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. 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. -----END PRIVACY-ENHANCED MESSAGE-----