8-K 1 a06-4999_18k.htm CURRENT REPORT OF MATERIAL EVENTS OR CORPORATE CHANGES

 

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)     February 14, 2006

 

Cephalon, Inc.

(Exact Name of Registrant as Specified in Charter)

 

Delaware

 

0-19119

 

23-2484489

(State or Other Jurisdiction

 

(Commission

 

(IRS Employer

of Incorporation)

 

File Number)

 

Identification No.)

 

 

 

 

 

41 Moores Rd.

 

 

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)

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

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

¨ 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 January 30, 2006, the Compensation Committee of the Board of Directors (the “Board”) of Cephalon, Inc. (the “Registrant”) determined the recommended annual cash bonus awards to be made to executive officers of the Registrant for fiscal year 2005.  These award recommendations were presented to and approved by the full Board on January 31, 2006.

 

The awards were approved subject to the finalization of financial results for the year ended December 31, 2005, which were released on February 14, 2006.

 

The awards earned in 2005, which will be paid in late February 2006, are as follows:

 

Name:

 

Cash Bonus

 

Frank Baldino, Jr., Ph.D.

 

1,214,100

 

J. Kevin Buchi

 

280,500

 

Paul Blake, FRCP

 

245,100

 

Peter E. Grebow, Ph.D.

 

225,300

 

John E. Osborn

 

451,000

 

Robert P. Roche, Jr.

 

233,700

 

Carl A. Savini

 

200,000

 

Jeffry L. Vaught, Ph.D.

 

195,000

 

 

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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: February 14, 2006

By:

/s/ J. Kevin Buchi

 

 

 

J. Kevin Buchi

 

 

Executive Vice President & Chief Financial
Officer

 

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