-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, F9pagHpwhhZE5R6g5zeC7DbALjKWZuPyqCrQmpbEmF0Oq+cSGkk+m72ZVIJ+b7P5 FPYMvASVIZvoXjf654F6OA== 0001104659-09-014669.txt : 20090305 0001104659-09-014669.hdr.sgml : 20090305 20090305162233 ACCESSION NUMBER: 0001104659-09-014669 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20090227 ITEM INFORMATION: Entry into a Material Definitive Agreement FILED AS OF DATE: 20090305 DATE AS OF CHANGE: 20090305 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CEPHALON INC CENTRAL INDEX KEY: 0000873364 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 232484489 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-19119 FILM NUMBER: 09659168 BUSINESS ADDRESS: STREET 1: 41 MOORES ROAD CITY: FRAZER STATE: PA ZIP: 19355 BUSINESS PHONE: 6103440200 MAIL ADDRESS: STREET 1: 41 MOORES ROAD CITY: FRAZER STATE: PA ZIP: 19355 8-K 1 a09-6410_28k.htm 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)             February 27, 2009

 

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 1.01              Entry into a Material Definitive Agreement.

 

On February 27, 2009, Cephalon, Inc. (the “Company”) entered into the Second Amendment (the “Amendment”) dated as of February 27, 2009 to the Credit Agreement dated as of August 15, 2008, among the Company, the lenders named in the Credit Agreement and JPMorgan Chase Bank, N.A., as administrative agent, as amended by that certain First Amendment to the Credit Agreement effective November 21, 2008 (the “Credit Agreement”).  Pursuant to the Amendment (capitalized terms used below and not otherwise defined shall have the meanings set forth in the Credit Agreement):

 

·               The following defined terms have been added to Section 1.01 of the Credit Agreement:

 

“Arana” means Arana Therapeutics Limited, an Australian company limited by shares.

 

“Permitted Arana Acquisition” means the purchase or other acquisition by the Borrower or any Subsidiary Loan Party of Equity Interests in Arana if, at the time of and immediately after giving effect to any such purchase or other acquisition, (a) no Default shall have occurred and be continuing and (b) the Borrower shall be in compliance with the covenants set forth in Sections 6.12, 6.13 and 6.14, in each case determined on a pro forma basis in a manner consistent with Section 1.04(b) solely to give effect to the incurrence of Indebtedness, if any, by the Borrower or any Subsidiary in connection with such purchase or other acquisition.

 

“Permitted Arana Disposition” means any sale, transfer or other disposition of the Equity Interests in Arana acquired by the Borrower or any Subsidiary Loan Party in a Permitted Arana Acquisition, provided that Arana is not at the time thereof, and shall not have been at any time prior to the time thereof, a Subsidiary.

 

·               Section 6.04(n) of the Credit Agreement, which previously permitted the Company to acquire less than 50% of the Equity Interests of a third party as long as the aggregate amount of such acquisitions does not exceed US$30,000,000, has been revised to provide that the aggregate amount of such acquisitions may not exceed US$50,000,000.

 

·               Sections 6.04 and 6.05 have each been revised to add the Permitted Arana Acquisition as an additional exception to the general restrictions of Sections 6.04 and 6.05, respectively.

 

The foregoing is a summary of the material terms of the Amendment and does not purport to be complete.

 

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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: March 5, 2009

By:

/s/ J. Kevin Buchi

 

 

J. Kevin Buchi

 

 

Executive Vice President and Chief Financial

 

 

Officer

 

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