As filed with the Securities and Exchange Commission on December 21, 2011
Registration No. 333-43104
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST EFFECTIVE AMENDMENT NO. 2
ON FORM S-8
TO REGISTRATION STATEMENT
ON FORM S-4
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
CEPHALON, INC.
(Exact Name of Registrant as Specified in Its Charter)
Delaware |
|
23-2484489 |
|
|
|
41 Moores Road |
|
(Zip Code) |
ANESTA CORP. STOCK OPTION PLAN, AS AMENDED
ANESTA CORP. 1993 NON-EMPLOYEE DIRECTORS STOCK OPTION PLAN, AS AMENDED
(Full title of the Plans)
William S. Marth
President
Cephalon, Inc.
41 Moores Road
Frazer, PA 19355
(610) 344-0200
(Name, Address and Telephone Number, Including Area Code, of Agent for Service)
Copy to:
David Fox, Esq.
Jeffrey D. Symons, Esq.
Kirkland & Ellis LLP
601 Lexington Avenue
New York, New York 10022
(212) 446-4800
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 |
DEREGISTRATION OF SECURITIES
This Post-Effective Amendment No. 2 to Registration Statement on Form S-4 (File No. 333-43104) filed by Cephalon, Inc., a Delaware corporation (the Company), with the Securities and Exchange Commission (the SEC) on August 4, 2000, including all amendments and post-effective amendments thereto (the Registration Statement), relating to 804,142 shares of the Companys common stock, $.01 par value, issuable upon the exercise of options granted under the Anesta Corp Stock Option Plan, as amended, and the Anesta Corp. 1993 Non-Employee Directors Stock Option Plan, as amended.
Effective as of October 14, 2011, pursuant to an Agreement and Plan of Merger, dated as of May 1, 2011, by and among Teva Pharmaceutical Industries Ltd., an Israeli corporation (Teva), Copper Acquisition Corp., a Delaware corporation and an indirect wholly-owned subsidiary of Teva, and the Company, Copper Merger Sub, Inc., a Delaware corporation (assignee of Copper Acquisition Corp., a Delaware corporation, Merger Sub), acquired all of the issued and outstanding shares of common stock of the Company and, as a result of the transaction, the Company became an indirect wholly-owned subsidiary of Teva. The Companys common stock ceased trading on the NASDAQ Global Select Market at the opening of business on October 14, 2011. In connection with the merger, the Company filed a Form 15 Certification and Notice of Termination of Registration under Section 12(g) of the Securities Exchange Act of 1934 to terminate the registration of the Companys common stock.
In connection with the closing of the merger, the Company has terminated all of its offerings of its common stock pursuant to its existing registration statements, including the Registration Statement. In accordance with an undertaking made by the Company in the Registration Statement to remove from registration, by means of a post-effective amendment, any securities of the Company that remain unsold at the termination of the offering, the Company hereby removes from registration all shares of its common stock registered under the Registration Statement that remain unsold as of the date of this Post-Effective Amendment No. 2.
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, State of Pennsylvania, on December 21, 2011.
Date: December 21, 2011
|
CEPHALON, INC. | ||
|
|
| |
|
By: |
/s/ William S. Marth | |
|
|
Name: |
William S. Marth |
|
|
Title: |
President and Chief Executive Officer |
Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment to Registration Statement on Form S-8 has been signed by the following persons on behalf of the Registrant in the capacities indicated below on December 21, 2011.
Signature |
|
Title |
|
|
|
s/ William S. Marth |
|
President, Chief Executive Officer and Director |
William S. Marth |
|
|
|
|
|
/s/ Deborah A. Griffin |
|
Vice President, Chief Financial Officer and Director |
Deborah A. Griffin |
|
|
|
|
|
/s/Shlomo Yanai |
|
Director |
Shlomo Yanai |
|
|
|
|
|
/s/Richard S. Egosi |
|
Director |
Richard S. Egosi |
|
|