8-K

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

Date of report (Date of earliest event reported)                May 27, 2003

Cephalon, Inc.

(Exact Name of Registrant as Specified in Charter)

Delaware	0-19119	23-2484489
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)
145 Brandywine Parkway West Chester, Pennsylvania		19380
(Address of Principal Executive Offices)		(Zip Code)
Registrant’s telephone number, including area code             (610) 344-0200
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)

ITEM 5.  OTHER EVENTS.

On May 27, 2003, Cephalon, Inc. (the “Registrant”), publicly announced the expiration of its bid to acquire Australia’s SIRTeX Medical Limited for A$4.85 per share.

The Registrant hereby incorporates by reference the press releases dated May 27, 2003 attached hereto as Exhibits 99.1 and 99.2, and made a part of this Item 5.

ITEM 7.  FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.

(a)        Financial Statements of Business Acquired:   Not applicable

(b)        Pro Forma Financial Information:   Not applicable

(c)        Exhibits

Number	Description
99.1	Press Release – Cephalon, Inc. Announces Offer Period Expires on Cephalon’s Bid for SIRTeX Medical Limited (United States Press Release)
99.2	Press Release – Cephalon, Inc. Announces Offer Period Expires on Cephalon’s Bid for SIRTeX Medical Limited (Australian Press Release)

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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 hereunto duly authorized.

	CEPHALON, INC.
Date:   May 29, 2003	By:	/s/ J. Kevin Buchi
		J. Kevin Buchi
		Senior Vice President and Chief Financial Officer

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EXHIBIT INDEX

Exhibit Number	Description
99.1	Press Release – Cephalon, Inc. Announces Offer Period Expires on Cephalon’s Bid for SIRTeX Medical Limited (United States Press Release)
99.2	Press Release – Cephalon, Inc. Announces Offer Period Expires on Cephalon’s Bid for SIRTeX Medical Limited (Australian Press Release)

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EX-99.1

EXHIBIT 99.1

News

Cephalon Contacts:

(Media) Robert W Grupp

+1-610-738-6402

rgrupp@cephalon.com

(Investors) Chip Merritt

+1-610-738-6376

cmerritt@cephalon.com

For Immediate Release

Offer Period Expires on Cephalon’s Bid for SIRTeX

West Chester, Pa., May 27, 2003 – The acceptance period of a bid by Cephalon, Inc. (Nasdaq: CEPH) to acquire Australia’s SIRTeX Medical Limited (ASX: SRX) for A$4.85 per share expired.

Cephalon’s bid was contingent upon at least 90 percent of SIRTeX shares being tendered prior to the offer period closing earlier today; at the time of expiry, approximately 88 percent of SIRTeX shares had been tendered.

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EX-99.2

EXHIBIT 99.2

News

Cephalon Contact:

Robert W. Grupp

U.S. +1-610-738-6402

rgrupp@cephalon.com

For Immediate Release

Cephalon Australia’s Bids for SIRTeX End

Sydney, Australia, May 28, 2003 – Cephalon, Inc. (Nasdaq: CEPH) today announced that the takeover bids by its wholly owned subsidiary Cephalon Australia for all shares and options in SIRTeX Medical Limited (ASX: SRX) ended. Cephalon Australia had offered SIRTeX shareholders A$4.85 per share and SIRTeX optionholders A$4.85 (minus the relevant exercise price) per option.

Cephalon Australia’s bids were conditional upon obtaining relevant interests in at least 90 percent of SIRTeX shares prior to the expiration of the takeover bids on 27 May 2003; at the time of expiry, approximately 88 percent of SIRTeX shares had been tendered.  As the 90 percent minimum acceptance condition was not satisfied, Cephalon’s offer is void and those shareholders who had accepted the Cephalon Australia offer will not have their shares acquired.

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