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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
September 27, 1999
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(Date of earliest event reported)
Cephalon, Inc.
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(Exact name of registrant as specified in its charter)
Delaware 0-19119 23-2484489
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(State or other jurisdiction (Commission (IRS Employer
of incorporation or organization) File Number) ID No.)
145 Brandywine Parkway
West Chester, Pennsylvania 19380
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(Address of principal executive offices) (Zip Code)
(610) 344-0200
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(Registrant's telephone number, including area code)
Not Applicable
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(Former name, former address and former fiscal year,
if changed since last report)
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ITEM 5. OTHER EVENTS.
On September 27, 1999, Cephalon, Inc. (the "Registrant") publicly announced
that the initial purchasers of its previously announced offering of 2,000,000
shares of convertible exchangeable preferred stock at $50 per share have
exercised in full the over-allotment option.
The Registrant hereby incorporates by reference the press release attached
hereto as Exhibit 99.1, and made a part of this Item 5.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial Statements of Business Acquired: None
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(b) Pro Forma Financial Information: None
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(c) Exhibits: Reference is made to the Exhibit Index annexed hereto and
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made a part hereof. All material agreements entered into in connection with the
referenced transaction will be filed by the Registrant as exhibits to its Annual
Report on Form 10-K.
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SIGNATURES
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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: September 28, 1999 By: /s/ Frank Baldino, Jr.
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Frank Baldino, Jr.
President and
Chief Executive Officer
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EXHIBIT INDEX
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EXHIBIT PAGE
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99.1 Press Release dated August 5, 1999
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Contact: Sandra Menta
610-738-6376
FOR IMMEDIATE RELEASE
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Cephalon Announces Over-Allotment Option Exercised
West Chester, PA -- September 27, 1999 -- Cephalon, Inc. (NASDAQ: CEPH)
announced today that the initial purchasers of its previously announced offering
of 2,000,000 shares of convertible exchangeable preferred stock at $50 per share
have exercised in full the over-allotment option. This brings the total amount
of the offering to $125 million. Shares of the preferred stock have an annual
coupon of $3.625 per share, are convertible into common stock at $17.92 per
share, and are redeemable at the option of the company in two years.
The securities offered have not been registered under the Securities Act or
any state securities laws and, unless so registered, may not be offered or sold
in the United States except pursuant to an exemption from, or in a transaction
not subject to, the registration requirements of the Securities Act and
applicable state securities laws.
Cephalon, Inc., headquartered in West Chester, PA, is an international
biopharmaceutical company dedicated to the discovery, development and marketing
of products to treat neurological disorders, sleep disorders and cancer.
In addition to historical facts or statements of current condition, this
press release may contain forward-looking statements. Forward-looking statements
provide the company's current expectations or forecasts of future events. These
may include statements regarding anticipated scientific progress on its research
programs, development of potential pharmaceutical products, prospects for
regulatory approval, manufacturing development and capabilities, market
prospects for its products, sales and earnings projections, and other statements
regarding matters that are not historical facts. You may identify some of these
forward-looking statements by the use of words in the statements such as
"anticipate," "estimate," "expect," "project," "intend," "plan," "believe" or
other words and terms of similar meaning. The company's performance and
financial results could differ materially from those reflected in these
forward-looking statements due to general financial, economic, regulatory and
political conditions affecting the biotechnology and pharmaceutical industries
as well as more specific risks and uncertainties such as those set forth below
and in its reports on Form 8-K, 10-Q and 10-K filed with the U.S. Securities and
Exchange Commission. Given these risks and uncertainties, any or all of these
forward-looking statements may prove to be incorrect. Therefore, you are
cautioned not to place too much reliance on any such factors or forward-looking
statements. Furthermore, Cephalon does not intend (and it is not obligated) to
update publicly any forward-looking statements, whether as a result of new
information, future events or otherwise. This discussion is permitted by the
Private Securities Litigation Reform Act of 1995.
NOTE: Cephalon's press releases are posted on the Internet at the
company's Web site at http://www.cephalon.com. They are also available by fax
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24 hours a day at no charge by calling PR Newswire's Company News On-Call at
800-758-5804, extension 134563.
