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

Date of report (Date of earliest event reported)       June 10, 2005

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.)
41 Moores Road Frazer, Pennsylvania		19355
(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)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01               Entry into a Material Definitive Agreement.

On June 10, 2005, Cephalon, Inc. (the “Registrant”), Cell Therapeutics, Inc. (“CTI”) and CTI Technologies, Inc., a wholly owned subsidiary of CTI (“CTIT,” and together with CTI, the “Sellers”) entered into an Acquisition Agreement (the “Agreement”) under which the Registrant will acquire all assets related to TRISENOX® (arsenic trioxide) injection for approximately $70 million cash.  The Agreement provides for future cash payments to the Sellers, totaling up to $100 million, upon the achievement of certain label expansions and sales milestones.  The completion of the transaction is subject to several conditions, including the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Act.  The acquisition is expected to close in the third quarter of 2005.

There are no material relationships between the Sellers and the Registrant or any of the Registrant’s affiliates, directors or officers (or any associate of any such director or officer), other than by virtue of the Agreement.  The Registrant hereby incorporates by reference the press release dated June 13, 2005, attached hereto as Exhibit 99.1, and made a part of this Item 1.01.

Item 8.01Other Events.

(1)           On June 10, 2005, the Registrant commenced a cash tender offer for all of its outstanding 2 ½ percent Convertible Subordinated Notes Due December 2006.  The tender offer will expire at 5:00 p.m. New York City Time on July 11, 2005, unless extended.  The Registrant hereby incorporates by reference the press release dated June 10, 2005, attached hereto as Exhibit 99.2, and made a part of this Item 8.01.

(2)           On June 14, 2005 (the “Closing Date”), the Registrant completed its previously announced acquisition (the “Acquisition”) of all of the outstanding shares of capital stock of Salmedix, Inc. (“Salmedix”).  The Acquisition was accomplished pursuant to an Agreement and Plan of Merger dated as of May 12, 2005 (the “Merger Agreement”) between the Registrant, Cepsal Acquisition Corp., a wholly-owned subsidiary of the Registrant, and Salmedix  (together with certain individuals representing the stockholders of Salmedix.  Pursuant to the Merger Agreement, Cephalon acquired Salmedix through the merger of Cepsal Acquisition Corp. with and into Salmedix, with Salmedix surviving as a wholly-owned subsidiary of Cephalon (the “Merger”).  At the effective time of the Merger, the holders of the outstanding capital stock, on a fully-diluted basis, of Salmedix received approximately $158 milion cash and the right to receive payments totaling up to $40 million upon achievement of certain regulatory milestones.  The purchase price of the Acquisition was funde d from existing cash on hand.

There are no material relationships between Salmedix and the Registrant or any of the Registrant’s affiliates, directors or officers (or any associate of any such director or officer), other than by virtue of the Merger Agreement.   The Registrant hereby incorporates by reference the press release dated June 14, 2005, attached hereto as Exhibit 99.3, and made a part of this Item 8.01.

Item 9.01               Financial Statements and Exhibits.

(a)	Financial Statements of Business Acquired.
	None
(b)	Pro forma Financial Information.
	None

2

(c)	Exhibits.
	Exhibit No.	Description of Document
	99.1	Press Release dated June 13, 2005 – Cephalon, Inc. Announces Acquisition of TRISENOX® from Cell Therapeutics, Inc.
	99.2	Press Release dated June 10, 2005 – Cephalon Commences Tender Offer for 2 ½ Percent Convertible Subordinated Notes Due 2006
	99.3	Press Release dated June 14, 2005 – Cephalon, Inc. Completes Acquisition of Salmedix, Inc.

3

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 14, 2005	By:	/s/ John E. Osborn
		John E. Osborn
		Senior Vice President, General Counsel & Secretary

4

EXHIBIT INDEX

Exhibit Number	Description
99.1	Press Release dated June 13, 2005 – Cephalon, Inc. Announces Acquisition of TRISENOX® from Cell Therapeutics, Inc.
99.2	Press Release dated June 10, 2005 – Cephalon Commences Tender Offer for 2 ½ Percent Convertible Subordinated Notes Due 2006
99.3	Press Release dated June 14, 2005 – Cephalon, Inc. Completes Acquisition of Salmedix, Inc.

5

EX-99.1

EXHIBIT 99.1

	News
	Investor Contact: Chip Merritt
	610-738-6376
	cmerritt@cephalon.com
	Media Contact: Robert W. Grupp
	610-738-6402
	rgrupp@cephalon.com

Cephalon, Inc. Announces Acquisition of TRISENOX^®

from Cell Therapeutics, Inc.

Transaction Accelerates Cephalon’s Entry into Oncology Market and Builds
Platform for its Growing Oncology Franchise

Frazer, PA  – June 13, 2005 – Cephalon, Inc. (Nasdaq: CEPH) announced today that it has signed an agreement with Cell Therapeutics, Inc. (Nasdaq and Nuovo Mercato: CTIC) and CTI Technologies, Inc., a wholly owned subsidiary of Cell Therapeutics, under which it will acquire all assets related to TRISENOX^® (arsenic trioxide) injection for approximately $70 million cash.  The agreement provides for future cash payments to CTI, totaling up to $100 million, upon the achievement of certain label expansions and sales milestones.

Following the acquisition, Cephalon will assume the worldwide marketing, sales and development of TRISENOX.  In 2004, worldwide sales of TRISENOX were $26.6 million.  Cephalon will offer employment to CTI sales and commercial personnel now supporting the TRISENOX brand.  The acquisition is subject to the approval of regulatory agencies, and is expected to close in the third quarter of 2005.  Cephalon anticipates the transaction will be neutral to its 2005 earnings.

TRISENOX was approved for marketing in the United States and Europe in 2000 and 2002, respectively, for the treatment of patients with relapsed or refractory acute promyelocytic leukemia (APL), a life-threatening hematologic cancer.  In clinical trials, TRISENOX has been shown to provide high complete response rates (70-75 percent) and a high molecular remission rate (82 percent) in patients with relapsed disease.  Numerous studies of TRISENOX are being conducted by independent investigators in a variety of hematologic cancers.

“With TRISENOX for APL and its associated commercial infrastructure, TREANDA™ for non-Hodgkin’s lymphoma from the pending acquisition of Salmedix, and the promise of CEP-701 for acute myeloid leukemia, we are building a fully integrated oncology business,” said Frank Baldino, Jr., Ph.D., Chairman and CEO of Cephalon.

“This acquisition allows us to enter the oncology market with a foundation of experienced sales and scientific personnel in oncology,” added Robert Roche, Executive Vice President, Worldwide

SOURCE:  Cephalon, Inc. • 41 Moores Road • Frazer, PA  19355 • (610) 344-0200 • Fax (610) 344-0981

Pharmaceutical Operations.  “Cephalon has demonstrated success in focusing commercial and scientific resources to maximize the value of early stage commercial products.  We believe we have a similar opportunity to make TRISENOX a mainstay in our growing oncology portfolio.”

In connection with the transaction, Cephalon also will re-acquire rights to its proteasome inhibitors, which are currently in pre-clinical development under a co-development agreement with CTI.  Proteasomes are enzymes that play a role in regulating cell function and growth.  The goal of this proteasome inhibitors program is to develop a new and improved therapy for multiple myeloma.

About Acute Promyelocytic Leukemia (APL)

APL is one of eight subtypes of acute myeloid or myelogenous leukemia (AML).  According to the American Cancer Society, approximately 12,000 patients are diagnosed with AML in the United States every year, 10 to 15 percent of whom will have the APL subtype.  Research indicates that approximately 10 to 30 percent of patients with APL will not respond to, or will relapse from first-line therapy.

About TRISENOX

TRISENOX is believed to have multiple mechanisms of action including, induction of programmed cell death (apoptosis) and damage and degradation of the fusion protein PML/RAR.  TRISENOX is indicated for the induction of remission and consolidation in patients with acute promyelocytic leukemia (APL) who are refractory to, or have relapsed from, retinoid and anthracycline chemotherapy and whose APL is characterized by the presence of the t(15;17) translocation or PML/RAR-alpha gene expression.  For details on adverse events associated with TRISENOX, including boxed warning, full prescribing information is available at www.trisenox.com.

Cephalon, Inc.

Cephalon currently employs more than 2,200 people in the United States and Europe.  U.S. sites include corporate headquarters in Frazer, Pennsylvania, and offices, laboratories or manufacturing facilities in West Chester, Pennsylvania, Salt Lake City, Utah, and suburban Minneapolis, Minnesota.  Cephalon’s major European offices are located in Guildford, England, Martinsried, Germany, and 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 the TRISENOX acquisition including the benefits of the acquisition and the Company’s ability to build a fully integrated oncology business or to maximize the value of TRISENOX and the timing of the closing of the transaction, anticipated scientific progress on its research programs, development of potential pharmaceutical products, including TREANDA and CEP-701, interpretation of clinical results of TRISENOX, manufacturing development and capabilities, market

prospects for its products, yearly and quarterly sales and earnings guidance for 2005, including the impact of the TRISENOX transaction on 2005 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
	Investor Contact: Chip Merritt
	610-738-6376
	cmerritt@cephalon.com
	Media Contact: Robert W. Grupp
	610-738-6402
	rgrupp@cephalon.com

For Immediate Release

Cephalon Commences Tender Offer for 2 ½ Percent

Convertible Subordinated Notes Due 2006

Frazer, PA – June 10, 2005 – Cephalon, Inc. (Nasdaq: CEPH) announced today that it has commenced a cash tender offer for all of its outstanding 2 ½ percent Convertible Subordinated Notes Due December 2006.  The tender offer will expire at 5:00 p.m. New York City Time on July 11, 2005, unless extended.  The tender offer, which is described fully in the offer to purchase and the related letter of transmittal, is not subject to the receipt of any minimum amount of tenders.

Cephalon is purchasing the notes to reduce outstanding debt and reduce interest expense.  The tender offer will be funded from a portion of the proceeds of the company’s recently completed public offering of 2.00 percent Senior Subordinated Convertible Notes due June 1, 2015.  Cephalon is offering to purchase the notes at a price of $975.00 for each $1,000 of principal amount of notes tendered, plus accrued and unpaid interest up to, but not including, the date the notes are paid pursuant to the offer.

Cephalon has retained Deutsche Bank Securities Inc. to act as Dealer Manager in connection with the offer.

U.S. Bank National Association has been appointed to act as the depositary for the offer, and Morrow & Co., Inc. has been appointed to serve as information agent. Questions and requests for assistance and requests for copies of the offer to purchase and the related letter of transmittal may be directed to the information agent at 800-607-0088 or ceph.info@morrowco.com.

Neither the Cephalon Board of Directors nor any other person makes any recommendation as to whether holders of notes should tender their notes, and no one has been authorized to make such a recommendation. Holders of notes must make their own decisions as to whether to tender their notes, and, if they decide to do so, the principal amount of notes to tender.

— more —

SOURCE:  Cephalon, Inc. • 41 Moores Road • Frazer, PA  19355 • (610) 344-0200 • Fax (610) 344-0981

This announcement is neither an offer to buy nor a solicitation of an offer to sell any securities and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale is unlawful.  The complete terms and conditions of the tender offer are set forth in the offer to purchase dated today and the related letter of transmittal, which are included in a Tender Offer Statement on Schedule TO that is being filed by Cephalon today with the Securities and Exchange Commission.  The Tender Offer Statement (including the offer to purchase, the letter of transmittal and related documents) will contain important information which should be read carefully before any decision is made with respect to the tender offer.  The offer to purchase and the related letter of transmittal are being delivered to holders of the notes.  Cephalon’s Tender Offer Statement (including the offer to purchase, the letter of transmittal and related documents) will also be available for free on the Commission’s Web site at www.sec.gov.

Cephalon, Inc.

Cephalon currently markets three proprietary products in the United States: PROVIGIL^® (modafinil) [C-IV], GABITRIL^® (tiagabine hydrochloride) and ACTIQ^® (oral transmucosal fentanyl citrate) [C-II] and more than 20 products internationally.

* * *

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.

# # #

2

EX-99.3

EXHIBIT 99.3

	News
	Investor Contact: Chip Merritt
	610-738-6376
	cmerritt@cephalon.com
	Media Contact: Robert W. Grupp
	610-738-6402
	rgrupp@cephalon.com

Cephalon, Inc. Completes Acquisition of Salmedix, Inc.

Frazer, PA –June 14, 2005 – Cephalon, Inc. (Nasdaq: CEPH) announced that today it has completed its previously announced acquisition of all of the outstanding capital stock of Salmedix, Inc.  As a result of the acquisition, Salmedix is now a wholly-owned subsidiary of Cephalon.

Cephalon will update 2005 guidance to reflect the impact, if any, of the Salmedix acquisition, the Company’s previously announced tender offer for its 2 ½ percent convertible notes and certain other transactions, when it releases second quarter earnings in early August.

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 2,200 people in the United States and Europe. U.S. sites include the company’s headquarters in Frazer, Pennsylvania, and offices, laboratories or manufacturing facilities in Salt Lake City, Utah, and suburban Minneapolis, Minnesota. Cephalon’s major European offices are located in Guildford, England, Martinsried, Germany, and Maisons-Alfort, France.

The company currently markets three proprietary products in the United States:  PROVIGIL^® (modafinil) [C-IV], GABITRIL^® (tiagabine hydrochloride) and ACTIQ^® (oral  transmucosal fentanyl citrate) [C-II] and more than 20 products internationally. 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

SOURCE:  Cephalon, Inc. • 41 Moores Road • Frazer, PA  19355 • (610) 344-0200 • Fax (610) 344-0981

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.

# # #