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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
April 9, 1997
(Date of earliest event reported)
Cephalon, Inc.
(Exact name of registrant as specified in its charter)
Delaware 0-19119 23-2484489
(State or other jurisdiction (Commission (IRS Employer
of incorporation or organization) File Number) ID No.)
145 Brandywine Parkway
West Chester, Pennsylvania 19380
(Address of principal executive offices) (Zip Code)
(610) 344-0200
(Registrant's telephone number, including area code)
Not Applicable
(Former name, former address and former fiscal year,
if changed since last report)
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ITEM 5. OTHER EVENTS.
On April 9, 1997, Cephalon, Inc. (the "Registrant") announced that it had
entered into an arrangement with a financial institution under which Cephalon
intends to purchase call options representing the right to acquire up to 2.5
million shares of its own common stock.
The Registrant hereby incorporates by reference the Press Release, which is
attached hereto as Exhibit 99.1 and made a part hereof, into this Item 5.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial Statements of Business Acquired: None
(b) Pro Forma Financial Information: None
(c) Exhibits: Reference is made to the Exhibit Index annexed hereto and
made a part hereof.
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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 thereunto duly authorized.
CEPHALON, INC.
Date: April 9, 1997 By: /s/ Bruce A. Peacock
---------------------
Bruce A. Peacock
Executive Vice President and
Chief Operating Officer
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EXHIBIT INDEX
EXHIBIT PAGE
- ------- ----
99.1 Press Release dated April 9, 1997
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Cephalon, Inc.
145 Brandywine Parkway
West Chester, PA 19380-4245
(610) 344-0200
Fax (610) 344-0065
Contact: Jason Rubin
(610) 344-0200
FOR IMMEDIATE RELEASE
Cephalon Announces Plan to Purchase Call Options
West Chester, PA -- April 9, 1997 -- Cephalon, Inc. (NASDAQ: CEPH)
announced today that it has entered into an arrangement with a financial
institution under which Cephalon intends to purchase call options representing
the right to acquire up to 2.5 million shares of its own common stock. The
purpose of acquiring call options is to allow Cephalon to benefit, subject to
the terms of the call options, from any appreciation in the market value of its
common stock by receiving in cash any excess of the fair market value of the
stock over the strike price of the call options.
Any call options to be purchased by the company would be acquired from the
institution in one or more transactions, with the number of options and their
purchase price, strike price, appreciation cap and other specific terms of the
call options to be agreed upon at the time of each purchase. The options are
expected to have a term of six months.
The purchase price for the call options would be paid by issuance of up to
500,000 new shares of the company's common stock, subject to the effectiveness
of a registration statement which Cephalon has filed with the Securities and
Exchange Commission. The institution selling call options may engage in
transactions, including market purchases and sales of Cephalon's common stock,
to offset its risk related to the options.
Cephalon, Inc., headquartered in West Chester, PA, is an international
biopharmaceutical company that discovers, develops and markets products to treat
neurological disorders. The company is developing products for the treatment of
ALS, narcolepsy, peripheral neuropathies, Alzheimer's disease and stroke, and
currently copromotes two products in the United States for the treatment of
neurological conditions.
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This news release may contain forward-looking statements that involve
risks and uncertainties. A full discussion of Cephalon's operations and
financial condition, including factors that may affect the company's business
and future prospects, is contained in documents the company files with the SEC,
such as form 10-Q and 10-K reports. These documents identify important factors
that could cause the company's actual performance to differ from current
expectations.
A REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH
THE SECURITIES AND EXCHANGE COMMISSION BUT HAS NOT YET BECOME EFFECTIVE. THESE
SECURITIES MAY NOT BE SOLD, NOR MAY OFFERS TO BUY BE ACCEPTED, PRIOR TO THE TIME
THAT THE REGISTRATION STATEMENT BECOMES EFFECTIVE. THIS PRESS RELEASE SHALL NOT
CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY, NOR SHALL
THERE BE A SALE OF THESE SECURITIES IN ANY STATE IN WHICH SUCH OFFER,
SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION
UNDER THE SECURITIES LAWS OF ANY SUCH STATE. A COPY OF THE PROSPECTUS RELATING
TO THESE SECURITIES CAN BE OBTAINED FROM CEPHALON CORPORATE COMMUNICATIONS, 145
BRANDYWINE PARKWAY, WEST CHESTER, PA 19380
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