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)  April 25, 2007

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 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 communications 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 2.02               Results of Operations and Financial Condition.

The information under this caption is furnished by Cephalon, Inc. (the “Company”) in accordance with Securities Exchange Commission Release No. 33-8216. This information shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

On April 25, 2007, the Company issued a press release providing an update on preliminary financial results for the first quarter of 2007.  A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

In the attached press release, the Company discloses projected “basic adjusted income per common share,” “basic adjusted income per common share guidance,” and “adjusted net income guidance” for certain periods, all of which are considered “non-GAAP financial measures” under Securities and Exchange Commission rules.  A “non-GAAP financial measure” is defined as a numerical measure of a company’s financial performance, financial position or cash flows that excludes (or includes) amounts that are included in (or excluded from) the most directly comparable measure calculated and presented in accordance with GAAP in the Company’s financial statements.  Management does not intend the presentation of non-GAAP financial measures to be considered in isolation or as a substitute for results prepared in accordance with GAAP.

For all periods presented, the Company reconciles preliminary basic net income per common share on a GAAP basis to preliminary basic adjusted net income per common share.  Basic adjusted income per common share represents the Company’s net income, as adjusted for certain items, on a per share basis.  Management believes that the presentation of this measure is meaningful to investors because it provides investors with a means of evaluating preliminary basic adjusted net income per common share against the Company’s previously issued basic adjusted income per common share guidance.  In addition, in assessing the Company’s performance against its previously issued per share guidance, management uses this adjusted per share measure.  The presentation of guidance for adjusted net income and basic adjusted net income per common share reconciles the Company’s projected net income and basic income per common share on a GAAP basis to its current quarterly and/or full-year guidance.  Management believes the presentation of these measures is useful to investors because it will enable investors to assess and compare the Company’s guidance on an adjusted and a GAAP basis with adjusted actual results, when issued.  Moreover, these measures provide a straightforward view of the Company’s operations free from the complexity associated with determining the daily impact on the income per share calculation resulting from the Company’s outstanding convertible notes.  Finally, management utilizes the adjusted net income and basic adjusted income per common share measures in connection with its internal budgeting and forecasting.

Item 9.01               Financial 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 April 25, 2007

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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: April 25, 2007	By:	/s/ John E. Osborn
		John E. Osborn
		Executive Vice President, General Counsel & Secretary

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EXHIBIT INDEX

Exhibit
Number	Description
99.1	Press Release dated April 25, 2007

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EX-99.1

Exhibit 99.1

                                                              News

Contacts:

Media:

Sheryl Williams

610-738-6493

swilliams@cephalon.com

Investors:
Robert (Chip) Merritt
610-738-6376 office
cmerritt@cephalon.com

For Immediate Release

Cephalon Expects First Quarter 2007 Results to Exceed Expectations

Company Raises Full-Year 2007 Income Per Share Guidance

Frazer, Pa. — April 25, 2007 — Cephalon, Inc. (Nasdaq: CEPH) today announced that, based on preliminary financial results, it expects basic adjusted income per common share for the first quarter of 2007 to exceed its previously issued guidance by approximately 50 percent, largely driven by lower expenses and stronger than expected pain franchise sales.  Revised first quarter 2007 basic adjusted income per common share guidance is now $1.40 - $1.45.  The company also anticipates that net sales for the first quarter of 2007 will be approximately $420 million, compared to its previously issued sales guidance of $400 - $410 million.

The company is increasing its full-year 2007 adjusted net income guidance by $33 million to $292 - $298 million and its basic adjusted income per common share guidance by $0.50 to $4.40 - $4.50.  Preliminary basic adjusted income per common share amounts for the first quarter of 2007 and full-year 2007 guidance are reconciled below.  Total sales guidance for 2007 remains unchanged; the company will update the mix of sales guidance, along with SG&A and R&D guidance, when it releases first quarter 2007 results on Tuesday, May 1, 2007 at 4:30 p.m. U.S. EST.

On May 1, 2007 at 5:00 p.m. U.S. EST, the company will host a conference call with investors to discuss the company’s first quarter 2007 performance. To participate in the conference call, dial 1-913-981-4911 and refer to conference code number 8754971. Investors can listen to the call live by logging on to the company’s website at http://www.cephalon.com and clicking on “Newsroom,” then “Webcast.” The conference call will be archived and available to investors for one week after the call.

— more—

SOURCE:  Cephalon, Inc. l 41 Moores Road l Frazer, PA  19355 l (610) 344-0200 l Fax (610) 344-0065

Cephalon, Inc.

Founded in 1987, Cephalon, Inc. is an international biopharmaceutical company dedicated to the discovery, development and marketing of innovative products in four core therapeutic areas: central nervous system, pain, oncology and addiction. Cephalon currently employs approximately 3,000 people in the United States and Europe. Cephalon’s U.S. headquarters are located in Frazer, Pennsylvania, with offices, laboratories and manufacturing facilities in West Chester, Pennsylvania, Salt Lake City, Utah, and suburban Minneapolis, Minnesota. Cephalon’s European headquarters are located in Maisons-Alfort, France.

The company currently markets six proprietary products in the United States: PROVIGIL® (modafinil), FENTORA® (fentanyl buccal tablet) [C-II], ACTIQ® (oral transmucosal fentanyl citrate) [C-II], GABITRIL® (tiagabine hydrochloride), TRISENOX® (arsenic trioxide) injection, and VIVITROL® (naltrexone for extended-release injectable suspension). 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; sales and earnings guidance, including the amount by which actual first quarter 2007 financial results exceed the company’s previously issued guidance, the amounts included in the reconciliation attached to this press release and any future changes to full year 2007 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.

This press release and/or the financial information attached to this press release include “Adjusted Net Income Guidance” and “Basic Adjusted Income per Common Share Guidance,” amounts that are considered “non-GAAP financial measures” under SEC rules. As required, we have provided reconciliations of these measures. Additional required information is located in the Form 8-K furnished to the SEC in connection with this press release.

CEPHALON, INC. AND SUBSIDIARIES

Reconciliation of Projected GAAP Basic Income per Common Share
to Projected Basic Adjusted Income Per Common Share
(Unaudited)

	Three Months Ended
	March 31, 2007
Projected GAAP basic income per common share	$	1.09		—	$	1.14
Amortization of current intangibles	$	0.32		—	$	0.32
Research and development collaboration agreement	$	0.15		—	$	0.15
Tax effect of pre-tax adjustments at the applicable tax rates	$	(0.16	)	—	$	(0.16	)
Projected basic adjusted income per common share	$	1.40		—	$	1.45

The above reconciliation reflects certain assumptions including:

 • Adjusted effective tax rate of approximately 35 percent for 2007; and

 • Weighted average number of common shares outstanding of 65.8 million shares for the three months ended March 31, 2007.

Reconciliation of Projected GAAP Basic Income per Common Share
to Basic Adjusted Income Per Common Share Guidance
(Unaudited)

	Twelve Months Ended
	December 31, 2007
Projected GAAP basic income per common share	$	3.47		—	$	3.57
Amortization of current intangibles	$	1.28		—	$	1.28
Research and development collaboration agreement	$	0.15		—	$	0.15
Tax effect of pre-tax adjustments at the applicable tax rates	$	(0.50	)	—	$	(0.50	)
Basic adjusted income per common share guidance	$	4.40		—	$	4.50

The Company’s guidance is being issued based on certain assumptions including:

 • Adjusted effective tax rate of approximately 35 percent for 2007; and

 • Weighted average number of common shares outstanding of 66.3 million shares for the twelve months ended December 31, 2007.