<PAGE>
As filed with the Securities and Exchange Commission on October 15, 1999
Registration No.333-24793
================================================================================
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)
Delaware 2834 23-2484489
(State or other Standard Industrial (I.R.S. Employer
jurisdiction of Classification No.) Identification No.)
incorporation or
organization)
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.333-24793) filed with
the Commission on April 9, 1997 and as amended on May 1, 1997 (the "Registration
Statement"), Cephalon, Inc. (the "Company") registered an aggregate of 500,000
of the Company's common stock, $0.01 par value per share (the "Common Stock")
for the account of Swiss Bank Corporation, London Branch or its affiliate SBC
Warburg (the "Selling Stockholder"). The Company's obligation to the Selling
Stockholder 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 of the shares of
Common Stock of the Company registered pursuant to the Registration Statement
that have not been sold thereunder 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.
<TABLE>
<CAPTION>
Name Title Date
---- ----- ----
<S> <C> <C>
By: /s/ Frank Baldino, Jr., Ph.D. President, Chief Executive Officer October 15, 1999
------------------------------
Frank Baldino, Jr., Ph.D. and Director (Principal executive
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
-----------------------------
J. Kevin Buchi Chief Financial Officer (Principal
financial and accounting officer)
</TABLE>
