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)   June 16, 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 AND REQUIRED FD DISCLOSURE.

On June 16, 2003, Cephalon, Inc. (the “Registrant”), publicly announced that Dennis L. Winger had been appointed to its Board of Directors.  A copy of the press release dated June 16, 2003 is attached hereto as Exhibit 99.1, and is incorporated herein by reference.

On June 17, 2003, the Registrant publicly announced that it is calling for redemption on July 8, 2003, all of its 5 ¼% percent convertible subordinated notes.  The Registrant will use a portion of the proceeds of the offering of zero coupon convertible subordinated notes, which closed on June 11, 2003, to pay the redemption price for the notes.  Copies of the press release and notice of redemption issued by the Registrant on June 17, 2003, are filed herewith as Exhibits 99.2 and 99.3, respectively, and are incorporated herein by reference.

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 dated June 16, 2003 — Cephalon Appoints Dennis L. Winger to Board of Directors
99.2	Press Release dated June 17, 200 – Cephalon Calls for Redemption of 5 ¼ Percent Convertible Subordinated Notes
99.3	Notice of Redemption to the Holders of Cephalon, Inc. 5 ¼% Convertible Subordinated Notes due 2006

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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:  June 17, 2003	By:	JOHN E. OSBORN
		John E. Osborn
		Senior Vice President, General Counsel & Secretary

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EXHIBIT INDEX

Exhibit Number	Description
99.1	Press Release dated June 16, 2003 — Cephalon Appoints Dennis L. Winger to Board of Directors
99.2	Press Release dated June 17, 200 – Cephalon Calls for Redemption of 5 ¼ Percent Convertible Subordinated Notes
99.3	Notice of Redemption to the Holders of Cephalon, Inc. 5 ¼% Convertible Subordinated Notes due 2006

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EX-99.1

Exhibit 99.1

News

Contact:
Robert W Grupp
610-738-6402
rgrupp@cephalon.com

For Immediate Release

Cephalon Appoints Dennis L. Winger to Board of Directors

West Chester, PA – June 16, 2003 – Cephalon, Inc. (Nasdaq: CEPH) announced today that Dennis L. Winger has been appointed to its Board of Directors. Winger will chair Cephalon’s Audit Committee and will be designated as the Audit Committee Financial Expert under applicable U.S. Securities and Exchange Commission rules.

Winger currently serves as Senior Vice President and Chief Financial Officer of Applera Corp., Norwalk, CT, where he is responsible for developing financial and business strategies. He is a member of Applera’s Executive Committee. Applera Corp. is a life sciences company that provides technology and information solutions that help scientists understand and use the power of biology.

Winger joined Applera in 1997 from Chiron Corporation, where he served as Senior Vice President, Finance and Administration, and Chief Financial Officer. At Chiron, he played a key role in shaping the company’s financial and business strategy, including the financial development of its various operations. Before Chiron, Winger was with Cooper Companies, Inc., in Palo Alto, California from 1982 to 1989 where he held positions of increasing responsibility, including that of Chief Financial Officer. Prior to Cooper, Winger was with Continental Can Company holding a number of positions including Head of Finance for its international division and General Manager of its Latin American Operations.

A native of Niagara Falls, New York, Winger earned his bachelor’s degree in history from Siena College, Albany, New York, and his MBA in finance and marketing from Columbia University in New York City.

“Dennis brings extensive expertise in finance and accounting to our Board, which will be invaluable as Cephalon operations grow rapidly in both size and scope,” said Frank Baldino, Jr., Chairman of the Board and CEO of Cephalon. “We are building an organization that markets and sells high-growth products and is supported by innovative R&D and clinical initiatives. The experience and discipline that Dennis brings to our Board will enhance the company’s ability to implement this growth strategy in 2003 and beyond.”

Cephalon, Inc.

Founded in 1987, Cephalon, Inc. is an international biopharmaceutical company dedicated to the discovery, development and marketing of innovative products to treat sleep and neurological disorders, cancer and pain.

Cephalon currently employs more than 1,300 people in the United States and Europe.  U.S. sites include the company’s headquarters in West Chester, Pennsylvania, and offices and manufacturing facilities in Salt Lake City, Utah.  Cephalon’s major European offices are located in Guildford, England, Martinsried, Germany, and at Cephalon France in Maisons-Alfort, France.

The company currently markets three proprietary products in the United States:  PROVIGIL® (modafinil) Tablets [C-IV], GABITRIL® (tiagabine hydrochloride) and ACTIQ® (oral transmucosal fentanyl citrate) [C-II] and more than 20 products internationally.  Further information about Cephalon and full prescribing information on its U.S. products is available at www.cephalon.com or by calling 1-800-896-5855.

In addition to historical facts or statements of current condition, this press release may contain forward-looking statements. Forward-looking statements provide Cephalon’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, interpretation of clinical results, prospects for regulatory approval, manufacturing development and capabilities, market prospects for its products, sales and earnings guidance, 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. Cephalon’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 facing Cephalon such as those set forth 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 should not rely on any such factors or forward-looking statements. Furthermore, Cephalon does not intend to update publicly any forward-looking statement, except as required by law. The Private Securities Litigation Reform Act of 1995 permits this discussion.

# # #

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EX-99.2

Exhibit 99.2

News

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

Cephalon Calls for Redemption of 5¼ Percent
Convertible Subordinated Notes

West Chester, PA, June 17, 2003 – Cephalon, Inc. (Nasdaq: CEPH) announced today that it is calling for redemption on July 8, 2003, all of its 5¼ percent Convertible Subordinated Notes due May 2006 (the “Notes”).  The aggregate principal amount outstanding of Notes is $174 million.  The CUSIP numbers for the Notes are 156708 AB5 and 156708 AC3.

Holders will have their Notes redeemed on July 8, 2003.  Upon redemption, holders will receive a total of $1,041.42 per $1,000 principal amount of Notes (consisting of the redemption piece of $1,031.50 per $1,000 principal amount of Notes, plus accrued and unpaid interest thereon from May 1, 2003, up to but not including July 8, 2003, of approximately $9.92).

Alternatively, prior to 5 p.m., Eastern Daylight Time, on July 7, 2003, holders may convert their Notes into shares of Cephalon common stock at a price of $74.00 per share. Any Notes not converted on or before 5 p.m. Eastern Daylight Time, on July 7, 2003, will be automatically redeemed on July 8, 2003, and no further interest will accrue.

A Notice of Redemption is being sent to all registered holders of the Notes.  Copies of the Notice of Redemption may be obtained from U.S. Bank National Association, the Conversion Agent and Paying Agent, by calling Philip G. Kane, Jr. at (860) 241-6842.  The address of U.S. Bank National Association is 225 Asylum Street, Floor 23, Hartford, CT 06103.

Cephalon, Inc.

Founded in 1987, Cephalon, Inc. is an international biopharmaceutical company dedicated to the discovery, development and marketing of innovative products to treat sleep and neurological disorders, cancer and pain.

Cephalon currently employs approximately 1,300 people in the United States and Europe. U.S. sites include the company’s headquarters in West Chester, Pennsylvania, and offices and

manufacturing facilities in Salt Lake City, Utah. Cephalon’s major European offices are located in Guildford, England, Martinsried, Germany, and at Cephalon France in Maisons-Alfort, France.

The company currently markets three proprietary products in the United States: PROVIGIL (modafinil) Tablets [C-IV], GABITRIL® (tiagabine hydrochloride) and ACTIQ® (oral transmucosal fentanyl citrate) [C-II] and more than 20 products internationally. Further information about Cephalon, and full prescribing information on Cephalon U.S. products is available at www.cephalon.com.

# # #

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EX-99.3

Exhibit 99.3

NOTICE OF REDEMPTION

TO THE HOLDERS OF CEPHALON, INC.
5¼% CONVERTIBLE SUBORDINATED NOTES DUE 2006
CUSIP Numbers 156708 AB 5 and 156708 AC 3

NOTICE IS HEREBY GIVEN in the name of Cephalon, Inc. (the “Company”) that, pursuant to the terms of the Indenture (the “Indenture”) dated May 7, 2001 between the Company and U.S. Bank National Association (as successor to State Street Bank and Trust Company), as Trustee, governing the 5¼% Convertible Subordinated Notes due 2006 (the “Notes”) and pursuant to the redemption provisions set forth in the Notes, all of the $174,000,000 in aggregate principal amount of outstanding Notes are hereby called for redemption to occur on July 8, 2003 (the “Redemption Date”), at a redemption price (expressed as a percentage of principal amount) of 103.15%, plus an amount equal to all accrued and unpaid interest to (but excluding) the Redemption Date (the “Redemption Price”).  On and after the Redemption Date, interest on the Notes will cease to accrue.

On or prior to the Redemption Date, the Company will deposit a sum sufficient to pay the Redemption Price of all outstanding Notes with U.S. Bank National Association, with irrevocable instructions and authority to pay the Redemption Price to the holders of the Notes upon the presentation and surrender of the Notes therefor.

The Notes  may be converted into shares of common stock of the Company (“Common Stock”) at the conversion price of $74.00 per share (the “Conversion Price”) or approximately 13.5135 shares for each $1,000 in principal amount of Notes.  Cash will be paid in lieu of fractional shares.  Holders of the Notes may convert their shares into Common Stock at any time prior to 5:00 p.m. (Eastern Daylight Time) on July 7, 2003.  After that time, holders of Notes will not be able to convert Notes and, instead will be entitled only to receive the Redemption Price. To exercise rights of conversion, Holders must submit the attached Conversion Notice to the Trustee, as conversion agent for the Company, or notify the Trustee of the election to convert Notes called for redemption in accordance with the procedures of The Depository Trust Company (“DTC”), as depositary under the Indenture.

Holders wishing to redeem their Notes will receive the Redemption Price upon the presentation and surrender of the Notes to:

By Mail
U.S. Bank National Association
Corporate Trust Department
180 East Fifth St.
St. Paul, MN 55101
Attn: Specialized Finance Group By Overnight Courier
U.S. Bank National Association
Corporate Trust Department
180 East Fifth St.
St. Paul, MN 55101
Attn: Specialized Finance Group By Hand (as Drop Agent)
U.S. Bank National Association
100 Wall Street
Suite 2000
New York, NY 10005

For further information regarding the redemption or conversion of the Notes holders may contact U.S. Bank National Association, 225 Asylum St. Floor 23, Hartford, CT 06103, Attn: Philip G. Kane, Jr., telephone: (860) 241-6842.

U.S. BANK NATIONAL ASSOCIATION

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CONVERSION NOTICE

To:          Cephalon, Inc.

The undersigned registered owner of this Note hereby irrevocably exercises the option to convert this Note, or the portion hereof (which is $1,000 principal amount or an integral multiple thereof) below designated, into shares of Common Stock in accordance with the terms of the Indenture referred to in this Note, and directs that the shares issuable and deliverable upon such conversion, together with any check in payment for fractional shares and any Notes representing any unconverted principal amount hereof, be issued and delivered to the registered holder hereof unless a different name has been indicated below.  If shares or any portion of this Note not converted are to be issued in the name of a person other than the undersigned, the undersigned will pay all transfer taxes payable with respect thereto.  Any amount required to be paid to the undersigned on account of interest accompanies this Note.

Dated:
	Signature(s)

Signature(s) must be guaranteed by an eligible Guarantor Institution (banks, stockbrokers, savings and loan associations and credit unions) with membership in an approved signature guarantee medallion program pursuant to Securities and Exchange Commission Rule 17Ad-15 if shares of Common Stock are to be issued, or Notes to be delivered, other than to and in the name of the registered holder.

Signature Guarantee

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Fill in for registration of shares if to be issued, and Notes if to be delivered, other than to and in the name of the registered holder:
(Name)
(Street Address)
(City, State and Zip Code)
Please print name and address
	Principal amount to be converted (if less than all):  $         ,000
	Social Security or Other Taxpayer Identification Number

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