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
(State or Other Jurisdiction of
Incorporation or Organization)

23-2484489
(IRS Employer Identification No.)

41 Moores Road
Frazer, Pennsylvania
(Address of Principal Executive Offices)

19355

(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 Company’s 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 Company’s 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 Company’s 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