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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 8, 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 8, 1997, Cephalon, Inc. (the "Registrant") announced that it had
completed its $30 million private placement of senior convertible notes, under
the terms of a previously-announced agreement.
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 8, 1997 By: /s/ Bruce A. Peacock
-----------------------------
Bruce A. Peacock
Executive Vice President and
Chief Operating Officer
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99.1 Press Release dated April 8, 1997
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EXHIBIT 99
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 Completes Recently-Announced Private Placement of
Senior Convertible Notes
West Chester, PA -- April 8, 1997 -- Cephalon, Inc. (NASDAQ: CEPH)
announced today that it has completed its $30 million private placement of
senior convertible notes, under the terms of a previously-announced January
1997 agreement. The use of the proceeds are subject to certain restrictions. A
registration statement to register 1.43 million shares to cover the resale by
investors of the common stock issuable upon conversion of the convertible notes
has been declared effective by the Securities and Exchange Commission.
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.
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.
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