S-8

As filed with the Securities and Exchange Commission on July 29, 2010

Registration No. 333-                   

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

CEPHALON, INC.

(Exact name of issuer as specified in its charter)

Delaware	23-2484489
(State or other jurisdiction ofincorporation of organization)	(I.R.S. Employer Identification No.)

41 Moores Road

Frazer, Pennsylvania 19355

(Address of principal executive offices)

CEPHALON, INC. 2004 EQUITY COMPENSATION PLAN

CEPHALON, INC. 2010 EMPLOYEE STOCK PURCHASE PLAN

(Full title of the plans)

Gerald J. Pappert, Esq.

Executive Vice President, General Counsel & Secretary

Cephalon, Inc.

41 Moores Road

Frazer, PA 19355

(Name and address of agent for service)

(610) 344-0200

(Telephone number, including area code, of agent for service)

Copy to:

Pran Jha, Esq.

Sidley Austin LLP

One South Dearborn

Chicago, IL 60603

(312) 853-7000

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer x	Accelerated filer o
Non-accelerated filer o (Do not check if a smaller reporting company)	Smaller reporting company o

CALCULATION OF REGISTRATION FEE

Title of class of securities to be registered	Amount to be registered (1)		Proposed maximum offering price per share (2)		Proposed maximum aggregate offering price (2)		Amount of registration fee
Common stock, $0.01 par value (3)	1,850,000 shares	(4)	$	59.23	$	111,648,550	$	7,960.54

(1)Pursuant to Rule 416 under the Securities Act of 1933, this Registration Statement also covers such additional shares as may hereinafter be offered or issued to prevent dilution resulting from stock splits, stock dividends and similar anti-dilution provisions.

(2)Estimated pursuant to paragraphs (c) and (h) of Rule 457 solely for purposes of calculating the registration fee, based upon the average of the high and low sales price for a share of Common Stock on July 28, 2010, as reported on the Nasdaq Global Select Market.

(3)Each share of the registrant’s common stock includes one preferred share purchase right pursuant to the Second Amended and Restated Rights Agreement dated October 27, 2003, as amended to date, between Cephalon, Inc. and American Stock Transfer & Trust Company, as Rights Agent.

(4)The shares of Common Stock being registered hereby include: (a) 1,500,000 shares to be offered under the Cephalon, Inc. 2004 Equity Compensation Plan and (b) 350,000 shares to be offered under the Cephalon, Inc. 2010 Employee Stock Purchase Plan.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

This registration statement on Form S-8 relates to the registration of an additional 1,850,000 shares of Common Stock, $.01 par value, of the Registrant, 1,500,000 of which may be offered and sold under the Cephalon, Inc. 2004 Equity Compensation Plan (previously known as the Cephalon, Inc. 1995 Equity Compensation Plan) and 350,000 of which may be offered and sold under the Cephalon, Inc. 2010 Employee Stock Purchase Plan.  The shares are securities of the same class  as those shares registered in the Registrant’s registration statement on Forms S-8, previously filed with the Securities and Exchange Commission on March 28, 1996, December 23, 1998, October 29, 1999, May 28, 2002, June 13, 2003, August 27, 2004, May 25, 2006, November 14, 2007, November 7, 2008 and August 8, 2009.  The shares registered in the earlier registration statements were offered and sold under the Cephalon, Inc. 2004 Equity Compensation Plan.  The earlier registration statements on Form S-8 (Registration Nos. 333-02888, 333-69591, 333-89909, 333-89230, 333-106112, 333-118611, 333-134463, 333-147374, 333-155210 and 333-161039) are hereby incorporated by reference.

Item 8.                    Exhibits.

The Exhibits accompanying this Registration Statement are listed on the accompanying Exhibit Index.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Frazer, Commonwealth of Pennsylvania, on this 21st day of July, 2010.

CEPHALON, INC.
By:	/s/ Frank Baldino, Jr.
	Frank Baldino, Jr., Ph.D.
	Chairman and Chief Executive Officer

POWER OF ATTORNEY

KNOW ALL BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Frank Baldino, Jr. and Gerald J. Pappert, and each of them, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, in any and all capacities, to sign any or all amendments (including post-effective amendments) to this Registration Statement, including any filings under Rule 462 promulgated under the Securities Act of 1933, and to file the same with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on this 21st day of July, 2010.

/s/ Frank Baldino, Jr.	Chairman, President and Chief Executive Officer (PrincipalExecutive Officer)	July 21, 2010
Frank Baldino, Jr., Ph.D.
/s/ Wilco Groenhuysen	Executive Vice President and Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)	July 21, 2010
Wilco Groenhuysen
/s/ William P. Egan	Director	July 21, 2010
William P. Egan
/s/ Martyn D. Greenacre	Director	July 21, 2010
Martyn D. Greenacre
/s/ Vaughn M. Kailian	Director	July 21, 2010
Vaughn M. Kailian
/s/ Kevin E. Moley	Director	July 21, 2010
Kevin E. Moley
/s/ Charles A. Sanders	Director	July 21, 2010
Charles A. Sanders, M.D.
/s/ Gail R. Wilensky	Director	July 21, 2010
Gail R. Wilensky, Ph.D.
/s/ Dennis L. Winger	Director	July 21, 2010
Dennis L. Winger

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Exhibit Index

ExhibitNumber	Exhibit
4.1(a)	Restated Certificate of Incorporation, as amended (filed as Exhibit 3.1 to Cephalon’s Annual Report on Form 10-K for the fiscal year ended December 31, 1996 and incorporated herein by reference).
4.1(b)	Certificate of Amendment to the Restated Certificate of Incorporation as filed with the Secretary of State of Delaware on May 16, 2002 (filed as Exhibit 3.1 to Cephalon’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2002 and incorporated herein by reference).
4.1(c)	Certificate of Amendment to the Restated Certificate of Incorporation as filed with the Secretary of State of Delaware on May 17, 2007 (filed as Exhibit 3.1 to Cephalon’s Current Report on Form 8-K filed on May 17, 2007 and incorporated herein by reference).
4.2	Second Amended and Restated Bylaws (filed as Exhibit 3.1 to the Cephalon’s Current Report on Form 8-K filed on December 12, 2008).
4.3	Specimen copy of stock certificate for shares of Common Stock (filed as Exhibit 4.1 to Cephalon’s Annual Report on Form 10-K for the fiscal year ended December 31, 1993 and incorporated herein by reference).
4.4(a)	Second Amended and Restated Rights Agreement, dated as of October 27, 2003 between Cephalon, Inc. and StockTrans, Inc. as Rights Agent (filed as Exhibit 1 to Cephalon’s Form 8-A12G/A filed on October 27, 2003 and incorporated herein by reference).
4.4(b)	Agreement of Appointment and Joinder and Amendment No. 1 to the Second Amended and Restated Rights Agreement, dated as of February 9, 2007 between Cephalon, Inc. and American Stock Transfer & Trust Company as Rights Agent (filed as Exhibit 10.1 to Cephalon’s Current Report on Form 8-K filed on February 13, 2007 and incorporated herein by reference).
4.5(a)	Cephalon, Inc. 2004 Equity Compensation Plan, as amended and restated, effective as of May 23, 2008 (filed as Exhibit 10.1 to Cephalon’s Current Report on Form 8-K filed on May 23, 2008 and incorporated herein by reference).
4.5(b)	Amendment 2009 — 1 to the Cephalon, Inc. 2004 Equity Compensation Plan, effective as of May 12, 2009 (filed as Exhibit 10.1 to Cephalon’s Current Report on Form 8-K filed on May 15, 2009 and incorporated herein by reference).
4.5(c)	Amendment 2010 — 1 to the Cephalon, Inc. 2004 Equity Compensation Plan, as amended and restated, effective as of May 20, 2010, (filed as Exhibit 10.1 to Cephalon’s Current Report on Form 8-K filed on May 26, 2010 and incorporated herein by reference).
4.6	Cephalon, Inc. 2010 Employee Stock Purchase Plan, effective as of May 20, 2010 (filed as Exhibit 10.2 to Cephalon’s Current Report on Form 8-K filed on May 26, 2010 and incorporated herein by reference).
5.1*	Opinion of Sidley Austin LLP.
23.1*	Consent of Sidley Austin LLP (included in its opinion filed as Exhibit 5.1 hereto).

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23.2*	Consent of PricewaterhouseCoopers LLP, Philadelphia, PA.
24.1*	Power of Attorney (included on signature page of this Registration Statement).
	*      Filed herewith.

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EX-5.1

Exhibit 5.1

SIDLEY AUSTIN LLP ONE SOUTH DEARBORN STREET CHICAGO, IL 60603 (312) 853 7000 (312) 853 7036 FAX BEIJING BRUSSELS CHICAGO DALLAS FRANKFURT GENEVA HONG KONG LONDON LOS ANGELES FOUNDED 1866 NEW YORK PALO ALTO SAN FRANCISCO SHANGHAI SINGAPORE SYDNEY TOKYO WASHINGTON, D.C.

July 29, 2010

Cephalon, Inc.

41 Moores Road

Frazer, PA  19355

Re:          Cephalon, Inc. Registration Statement on Form S-8

Ladies and Gentlemen:

We refer to the Registration Statement on Form S-8 (the “Registration Statement”) being filed by Cephalon, Inc., a Delaware corporation (the “Company”), with the Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended (the “Securities Act”), relating to the registration of an aggregate of 1,850,000 shares (the “Registered Shares”) of common stock, $0.01 par value per share, of the Company to be offered to participants in the Company’s 2004 Equity Compensation Plan, as amended, and the Company’s 2010 Employee Stock Purchase Plan (each a “Plan” and collectively the “Plans”), and the Preferred Share Purchase Rights (the “Rights”) associated therewith.  The terms of the Rights are set forth in the Second Amended and Restated Rights Agreement dated October 27, 2003, as amended (the “Rights Agreement”), between the Company and American Stock Transfer & Trust Company, as Rights Agent.

In rendering this opinion letter, we have examined and relied upon copies of the Plans, the Rights Agreement, the Registration Statement, the Restated Certificate of Incorporation of the Company, as amended, the By-laws of the Company, as amended, and resolutions of the Board of Directors of the Company relating to each of the Plans and the Registration Statement.  We have also examined originals, or copies of originals certified or otherwise identified to our satisfaction, of such records of the Company and other corporate documents, certificates and statements of government officials and other instruments, and have examined such questions of law and have satisfied ourselves as to such matters of fact, as we have considered relevant and necessary as a basis for this opinion letter.  We have assumed the authenticity of all documents submitted to us as originals, the genuineness of all signatures, the legal capacity of all natural persons and the conformity with the original documents of any copies thereof submitted to us for our examination.

Based upon the foregoing, and subject to the qualifications and limitations hereinafter set forth, we are of the opinion that:

Sidley Austin LLP is a limited liability partnership practicing in affiliation with other Sidley Austin partnerships

1.             Each Registered Share which is newly issued pursuant to either Plan will be legally issued, fully paid and non-assessable when:  (i) the Registration Statement shall have become effective under the Securities Act; (ii) the Company’s Board of Directors or a duly authorized committee thereof shall have duly adopted final resolutions authorizing the issuance and sale of such Registered Share as contemplated by the applicable Plan; and (iii) a certificate representing such Registered Share shall have been duly executed, countersigned and registered and duly delivered to the purchaser thereof against payment of the agreed consideration therefor (not less than the par value thereof) in accordance with the applicable Plan.

2.             The Right associated with each Registered Share which is newly issued pursuant to either Plan will be validly issued when:  (i) the Registration Statement shall have become effective under the Securities Act; (ii) such Right shall have been duly issued in accordance with the terms of the Rights Agreement; and (iii) such Registered Share shall have been duly issued and paid for as set forth in paragraph 2 above.

This opinion letter is limited to the General Corporation Law of the State of Delaware.

We do not find it necessary for the purposes of this opinion letter to cover, and accordingly we express no opinion as to the application of, the securities or blue sky laws of the various states or the District of Columbia to the issuance or sale of the Registered Shares or the associated Rights pursuant to the Plans.

We hereby consent to the filing of this opinion letter as an exhibit to the Registration Statement and to all references to our firm included in or made a part of the Registration Statement.  In giving such consent, we do not thereby admit that we are within the category of persons from whom consent is required by Section 7 of the Securities Act or the related rules promulgated by the SEC thereunder.

Very truly yours,

/s/ Sidley Austin LLP

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EX-23.2

Exhibit 23.2

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated February 12, 2010 relating to the financial statements, financial statement schedule, and the effectiveness of internal control over financial reporting, which appears in Cephalon, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2009.

PricewaterhouseCoopers LLP
Philadelphia, PA
July 28, 2010