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)       July 12, 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 8.01Other Events.

(1)On July 12, 2005, the Registrant issued a press release announcing that it had accepted notes tendered pursuant to its offer to purchase all of its outstanding 2½ % convertible subordinated notes due December 2006.  As of the expiration date of the tender offer, $511,743,000 principal amount of the notes, representing approximately 98% of the notes outstanding, had been validly tendered and not withdrawn pursuant to the tender offer.  The Registrant hereby incorporates by reference the press release dated July 12, 2005, attached hereto as Exhibit 99.1, and made a part of this Item 8.01.

(2)On July 18, 2005 (the “Closing Date”), the Registrant completed its previously announced acquisition (the “Acquisition”) of all assets related to TRISENOX® (arsenic trioxide) injection from Cell Therapeutics, Inc. (“CTI”) and CTI Technologies, Inc., a wholly owned subsidiary of CTI (“CTIT,” and together with CTI, the “Sellers”).  The Acquisition was accomplished pursuant to an Acquisition Agreement dated as of June 10, 2005 (the “Agreement”) among the Registrant, CTI and CTIT.  Pursuant to the Agreement, Cephalon acquired 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 purchase price of the Acquisition was funded from existing cash on hand.

There are no material relationships between 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 19, 2005, attached hereto as Exhibit 99.2, and made a part of this Item 8.01.

Item 9.01Financial Statements and Exhibits.

(a)	Financial Statements of Business Acquired.
	None
(b)	Pro forma Financial Information.
	None
(c)	Exhibits.
	Exhibit No.	Description of Document
	99.1	Press Release dated July 12, 2005 – Cephalon, Inc. Accepts Notes Tendered Pursuant to Offer for 2-1/2 Percent Convertible Subordinated Notes Due December 2006.
	99.2	Press Release dated July 19, 2005 – Cephalon, Inc. Completes Acquisition of TRISENOX® From Cell Therapeutics, Inc.

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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: July 21, 2005	By:	/s/ J. Kevin Buchi
		J. Kevin Buchi
		Senior Vice President and Chief Financial Officer

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EXHIBIT INDEX

ExhibitNumber	Description
99.1	Press Release dated July 12, 2005 – Cephalon, Inc. Accepts Notes Tendered Pursuant to Offer for 2-1/2 Percent Convertible Subordinated Notes Due December 2006.
99.2	Press Release dated July 19, 2005 – Cephalon, Inc. Completes Acquisition of TRISENOX® From Cell Therapeutics, Inc.

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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

For Immediate Release

Cephalon, Inc. Accepts Notes Tendered Pursuant to Offer

for 2-1/2 Percent Convertible Subordinated Notes Due December 2006

Frazer, PA – July 12, 2005 – Cephalon, Inc. (Nasdaq: CEPH) today announced that it has accepted notes tendered pursuant to its offer for all of its outstanding 2-1/2 Percent Convertible Subordinated Notes Due December 2006 (the “Notes”).  The tender offer expired at 5:00 p.m. New York City time on July 11, 2005 (the “expiration date”).

As of the expiration date, $511,743,000 principal amount of the Notes, representing approximately 98 percent of the Notes outstanding, had been validly tendered and not withdrawn pursuant to the tender offer.  Cephalon has accepted for purchase all Notes that have been validly tendered and not withdrawn.  Each holder who tendered Notes on or before the expiration date will receive $975 in cash for each $1,000 principal amount of tendered Notes plus accrued but unpaid interest to, but not including, the date of payment.

Deutsche Bank Securities Inc. acted as Dealer Manager in connection with the tender offer.

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 2,300 people in the United States and Europe. U.S. sites include corporate headquarters in Frazer, Pennsylvania, and offices, research and development 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 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^®

SOURCE:  Cephalon, Inc. • 145 Brandywine Parkway • West Chester, PA  19380-4245 • (610) 344-0200 • Fax (610) 344-0981

(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 http://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, yearly and quarterly 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.

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EX-99.2

Exhibit 99.2

News

Investor Contact: Chip Merritt

610-738-6376

cmerritt@cephalon.com

Media Contact: Steve Holzman

610-738-6126

sholzman@cephalon.com

For Immediate Release

Cephalon, Inc. Completes Acquisition of TRISENOX^®

From Cell Therapeutics, Inc.

Frazer, PA – July 19, 2005 – Cephalon, Inc. (Nasdaq: CEPH) announced today that it has completed its acquisition of TRISENOX^® (arsenic trioxide) injection from Cell Therapeutics, Inc. (Nasdaq and Nuovo Mercato: CTIC) and CTI Technologies, Inc., a wholly owned subsidiary of Cell Therapeutics.

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.

Cephalon now holds all rights to market and sell TRISENOX.  As a result of the acquisition, Cephalon hired 32 sales and commercial personnel who previously were employed by CTI to support the TRISENOX brand.

“The acquisition of TRISENOX gives us an immediate and meaningful commercial presence in the oncology market,” said Frank Baldino, Jr., Ph.D., Chairman and CEO of Cephalon.  “Together with TREANDA™ (bendamustine hydrochloride), a recently acquired product candidate for non-Hodgkin’s lymphoma, and CEP-701, our proprietary product candidate for acute myeloid leukemia, we are building a fully integrated oncology business with multiple product candidates.”

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 2,300 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.

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

— more —

The company currently markets four proprietary products in the United States: PROVIGIL^® (modafinil) [C-IV], GABITRIL^® (tiagabine hydrochloride), ACTIQ^® (oral transmucosal fentanyl citrate) [C-II] and TRISENOX, 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, including TREANDA and CEP-701, interpretation of clinical results, prospects for regulatory approval of our product candidates, manufacturing development and capabilities, market prospects for its products, including prospects deriving from Cephalon’s commercial presence in the oncology market or otherwise as a result of building a fully integrated oncology business, 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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