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As filed with the Securities and Exchange Commission on October 29, 1999
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
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CEPHALON, INC.
(Exact name of registrant as specified in its charter)
Delaware 23-2484489
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
145 Brandywine Parkway
West Chester, Pennsylvania 19380
(Address of principal executive offices) (Zip Code)
CEPHALON, INC. AMENDED AND RESTATED EQUITY COMPENSATION PLAN
(Full title of the plan)
JOHN E. OSBORN, ESQ.
Senior Vice President, General Counsel and Secretary
Cephalon, Inc.
145 Brandywine Parkway
West Chester, PA 19380
(Name and address of agent for service)
(610) 344-0200
(Telephone number, including area code, of agent for service)
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Copies to:
DAVID R. KING, ESQ.
Morgan, Lewis & Bockius LLP
1701 Market Street
Philadelphia, PA 19103-6993
(215) 963-5692
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CALCULATION OF REGISTRATION FEE
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<S> <C> <C> <C> <C>
Amount Proposed maximum Proposed maximum Amount of
Title of each class of to be offering price aggregate registration
securities to be registered registered per unit(1) offering price(1) fee(2)
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Common Stock, $.01 par value........... 1,200,000 shares $16.09 $19,308,000 $5,367.62
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(1) Calculated pursuant to Rule 457(h) under the Securities Act of 1933 (the "Act"), based on the average of the
reported high and low prices of the Common Stock reported on the Nasdaq National Market on October 26, 1999.
(2) Calculated pursuant to Section 6(b) of the Act as follows: proposed maximum aggregate offering price multiplied
by .000278.
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<PAGE>
This Registration Statement on Form S-8 (the "Registration Statement") relates
to the registration of an additional 1,200,000 shares (the "Shares") of Common
Stock, $.01 par value, of the Registrant. The Shares are securities of the same
class and relating to the same employee benefit plan, the Cephalon, Inc. Amended
and Restated Equity Compensation Plan, as those shares registered in the
Registrant's Registration Statement on Form S-8, previously filed with the
Securities and Exchange Commission on March 28, 1996 and December 17, 1998. The
earlier Registration Statements on Form S-8, Registration Nos. 333-02888 and
333-69591, are hereby incorporated by reference.
Experts
The financial statements incorporated by reference in this Registration
Statement have been audited by Arthur Andersen LLP, independent public
accountants, as indicated in their report with respect thereto, and are included
herein in reliance upon the authority of said firm as experts in giving said
reports.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits.
The following is a list of exhibits filed as part of this Registration
Statement. Where so indicated by footnote, exhibits which were previously filed
are incorporated by reference. For exhibits incorporated by reference, the
location of the exhibit in the previous filing is indicated in parentheses.
Exhibit Description
Number
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*5.1 Opinion of Morgan, Lewis & Bockius LLP
*23.1 Consent of Morgan, Lewis & Bockius LLP (included in its opinion as
Exhibit 5.1 hereto)
*23.2 Consent of Arthur Andersen LLP
*24.1 Powers of Attorney (included as part of the signature page of this
Registration Statement)
99.1 Cephalon, Inc. Amended and Restated Equity Compensation Plan
(incorporated by reference from Exhibit 99.1 to the Registration
Statement on Form S-8 No. 333-69591 dated December 17, 1998)
____________________
* Filed herewith.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of West Chester, Commonwealth of Pennsylvania on the
28th day of October, 1999.
CEPHALON, INC.
By: /s/ Frank Baldino, Jr, Ph.D.
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Frank Baldino, Jr., Ph.D.
President, Chief Executive Officer and Director
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated. Each person in so signing also makes,
constitutes and appoints Frank Baldino, Jr., his true and lawful attorney-in-
fact, with full power of substitution, to execute and cause to be filed with the
Securities and Exchange Commission, any and all amendments or post-effective
amendments to this Registration Statement, with exhibits thereto and other
documents in connection therewith, as the Registrant deems appropriate.
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<CAPTION>
Name Title Date
<S> <C> <C>
By: /s/ Frank Baldino, Jr., Ph.D. President, Chief Executive Officer and October 28, 1999
-------------------------------------- Director (Principal executive officer)
Frank Baldino, Jr., Ph.D.
By: /s/ William P. Egan Director October 28, 1999
--------------------------------------
William P. Egan
By: /s/ Robert J. Feeney, Ph.D. Director October 28, 1999
--------------------------------------
Robert J. Feeney, Ph.D.
By: /s/ Martyn D. Greenacre Director October 28, 1999
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Martyn D. Greenacre
By: /s/ Kevin E. Moley Director October 28, 1999
--------------------------------------
Kevin E. Moley
By: /s/ Horst Witzel, Dr.-Ing. Director October 28, 1999
--------------------------------------
Horst Witzel, Dr.-Ing.
By: /s/ David R. King Director October 28, 1999
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David R. King
By: /s/ J. Kevin Buchi Senior Vice President, Finance and Chief October 28, 1999
-------------------------------------- Financial Officer (Principal financial and
J. Kevin Buchi accounting officer)
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CEPHALON, INC.
REGISTRATION STATEMENT ON FORM S-8
EXHIBIT INDEX
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<CAPTION>
Exhibit Page
Number Document Number
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<S> <C> <C>
5.1 Opinion of Morgan, Lewis & Bockius LLP
23.1 Consent of Morgan, Lewis & Bockius LLP (included in its opinion as Exhibit 5.1 hereto)
23.2 Consent of Arthur Andersen LLP
24.1 Powers of Attorney (included as part of the signature page of this Registration Statement)
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<PAGE>
EXHIBIT 5.1
Morgan, Lewis & Bockius LLP
1701 Market Street
Philadelphia, PA 19103
October 28, 1999
Cephalon, Inc.
145 Brandywine Parkway
West Chester, PA 19380
Re: Cephalon, Inc. - Registration Statement on Form S-8 Relating to the
Cephalon, Inc. Amended and Restated Equity Compensation Plan
Ladies and Gentlemen:
We have acted as counsel to Cephalon, Inc., a Delaware corporation (the
"Company"), in connection with the preparation of the subject Registration
Statement on Form S-8 (the "Registration Statement") to be filed with the
Securities and Exchange Commission (the "Commission") under the Securities Act
of 1933, as amended (the "Act"), relating to 1,200,000 shares of the Company's
common stock, par value $.01 per share (the "Common Stock"), issuable under the
Cephalon, Inc. Amended and Restated Equity Compensation Plan (the "Plan").
In rendering the opinion set forth below, we have examined the Registration
Statement and the exhibits thereto, including the Plan, certain records of the
Company's corporate proceedings as reflected in its minute books and such
statutes, records and other documents as we have deemed relevant. In our
examination, we have assumed the genuineness of documents submitted to us as
originals and the conformity with the originals of all documents submitted to us
as copies thereof.
Based on the foregoing, it is our opinion that the shares of Common Stock
issuable under the Plan will be, when issued in accordance with the terms of the
Plan, validly issued, fully paid and nonassessable.
The opinion set forth above is limited to the General Corporation Law of the
State of Delaware, as amended.
We hereby consent to the use of this opinion as Exhibit 5.1 to the Registration
Statement. In giving such consent, we do not thereby admit that we are acting
within the category of persons whose consent is required under Section 7 of the
Act and the rules or regulations of the Commission thereunder.
The opinion expressed herein is solely for your benefit and may be relied upon
only by you.
Very truly yours,
/s/ Morgan, Lewis & Bockius LLP
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EXHIBIT 23.2
[LETTERHEAD OF ARTHUR ANDERSEN LLP]
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our report dated February 25, 1999
included in Cephalon, Inc.'s Form 10-K for the year ended December 31, 1998 and
to all references to our Firm included in this registration statement.
/s/ Arthur Andersen LLP
Philadelphia, PA
October 26, 1999
