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As filed with the Securities and Exchange Commission on October 15, 1999
Registration No.033-67244
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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
_______________
Post-Effective Amendment No. 1
to
Form S-3
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
_______________
CEPHALON, INC.
(Exact name of registrant as specified in its charter)
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<S> <C> <C>
Delaware 2834 23-2484489
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification No.) Identification No.)
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145 Brandywine Parkway
West Chester, PA 19380
(610) 344-0200
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)
_______________
JOHN E. OSBORN, ESQ.
Senior Vice President, General Counsel and Secretary
Cephalon, Inc.
145 Brandywine Parkway
West Chester, PA 19380
(610) 344-0200
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
_______________
Copies of all communications to:
DAVID R. KING, ESQ.
Morgan, Lewis & Bockius LLP
1701 Market Street
Philadelphia, PA 19103
(215) 963-5000
Approximate date of commencement of proposed sale to the public: Completed.
If the only securities being registered on this Form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box. [_]
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box.[_]
If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, please check the following box and list
the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [_]
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]
_______________
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Pursuant to a Registration Statement on Form S-3 (File No. 033-67244) filed with
the Commission on August 10, 1993 (the "Registration Statement"), Cephalon, Inc.
(the "Company") registered an aggregate of 4,194,000 of the Company's common
stock, $0.01 par value per share (the "Common Stock") issuable upon the exercise
of warrants issued by the Company in connection with the organization of
Cephalon Clinical Partners, L.P. (the "Warrantholder"). As of August 31, 1999,
any warrants not previously exercised expired and the Company's obligation to
the Warrantholder to keep the Registration Statement effective has terminated.
Accordingly, this post-effective amendment No. 1 to the Registration Statement
is being filed for the purpose of deregistering any and all shares of Common
Stock registered pursuant to the Registration Statement that have not been
issued pursuant to the exercise of the warrants and terminating the Registration
Statement.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has
duly caused this Post-Effective Amendment No. 1 to the Registration Statement to
be signed on its behalf by the undersigned thereunto duly authorized, in West
Chester, Pennsylvania, on this 15th day of October, 1999.
CEPHALON, INC.
By: /s/ Frank Baldino, Jr, Ph.D.
----------------------------
Frank Baldino, Jr., Ph.D.
President, Chief Executive Officer and
Director
Pursuant to the requirements of the Securities Act of 1933, this Post-Effective
Amendment No. 1 to the Registration Statement has been signed below by the
following persons in the capacities and on the dates indicated.
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<CAPTION>
Name Title Date
---- ----- ----
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By: /s/ Frank Baldino, Jr., Ph.D. President, Chief Executive Officer October 15, 1999
----------------------------- and Director (Principal executive
Frank Baldino, Jr., Ph.D. officer)
By: /s/ William P. Egan Director October 15, 1999
-----------------------------
William P. Egan
By: /s/ Robert J. Feeney, Ph.D. Director October 15, 1999
-----------------------------
Robert J. Feeney, Ph.D.
By: /s/ Martyn D. Greenacre Director October 15, 1999
-----------------------------
Martyn D. Greenacre
By: /s/ Kevin E. Moley Director October 15, 1999
-----------------------------
Kevin E. Moley
By: /s/ Horst Witzel, Dr.-Ing. Director October 15, 1999
-----------------------------
Horst Witzel, Dr.-Ing.
By: /s/ David R. King Director October 15, 1999
-----------------------------
David R. King
By: /s/ J. Kevin Buchi Senior Vice President, Finance and October 15, 1999
----------------------------- Chief Financial Officer (Principal
J. Kevin Buchi financial and accounting officer)
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