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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
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): October 10, 2000
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Cephalon, Inc.
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(Exact name of registrant specified in Charter)
Delaware 0-19119 23-2484489
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(State or other (Commission (IRS Employee
jurisdiction of File Number) Identification No.)
incorporation)
145 Brandywine Parkway
West Chester, PA 19380
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(Address of principal executive offices) Zip Code
REGISTRANT'S TELEPHONE, INCLUDING AREA CODE: 610-344-0200
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(Former name and former address, if changed since last report)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On October 10, 2000, Cephalon, Inc., a Delaware corporation ("Cephalon")
completed a merger (the "Merger") with Anesta Corp., a Delaware corporation
("Anesta") pursuant to an Agreement and Plan of Merger dated as of July 14, 2000
(the "Merger Agreement").
In connection with the Merger, C Merger Sub, Inc., a Delaware corporation and
wholly-owned subsidiary of Cephalon, was merged with and into Anesta, with
Anesta remaining as the surviving corporation. Pursuant to the Merger Agreement,
each issued and outstanding share of common stock of Anesta was converted into
the right to receive 0.4765 of a share of common stock of Cephalon. Anesta
stockholders who would otherwise receive fractional shares of Cephalon common
stock, instead are entitled to receive a cash payment for their fractional share
interests. The Merger is intended to be treated as a "pooling of interests" for
accounting purposes.
Anesta develops and commercializes products for the management of cancer pain
and other therapeutic applications using its patented oral transmucosal system
(OTS(TM)) for drug delivery. As a result of the Merger, Anesta became a
privately-held company and wholly-owned subsidiary of Cephalon, and its stock is
no longer publicly traded.
Cephalon and Anesta mailed a definitive proxy statement/prospectus (the "Proxy
Statement/Prospectus") to Anesta's stockholders on or about September 11, 2000,
which sets forth certain information regarding the Merger, Anesta, Cephalon and
C Merger Sub, Inc. The Proxy Statement/Prospectus, excluding the audited
financial statements and appendices thereto, is filed as Exhibit 20.1, to this
Current Report on Form 8-K and is incorporated herein by reference.
The information contained in Cephalon's Press Release dated October 10, 2000 is
filed herewith as Exhibit 99.1 and is incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) CONSOLIDATED FINANCIAL STATEMENTS OF ANESTA
The (i) audited Consolidated Statements of Operations and Comprehensive
Loss for the fiscal years ended December 31, 1999, December 31, 1998
and December 31, 1997, (ii) audited Consolidated Statements of Cash
Flows for the fiscal years ended December 31, 1999, December 31, 1998
and December 31, 1997, (iii) audited Consolidated Statement of Changes
in Stockholders' Equity of Anesta for the period from January 1, 1997
to December 31, 1999, (iv) audited Consolidated Balance Sheets of
Anesta as of December 31, 1999 and as of December 31, 1998 and (v)
accompanying Notes to Consolidated Financial Statements of Anesta are
filed as Exhibit 20.2 to this Current Report of Form 8-K and are
incorporated herein by reference. The (i) unaudited Consolidated
Statements of Operations and Comprehensive Loss for the three and six
months ended June 30, 2000 and June 30, 1999, (ii) unaudited
Consolidated Statements of Cash Flows for the six months ended June 30,
2000 and June 30, 1999, (iii) the unaudited Consolidated Balance Sheets
of Anesta as of June 30, 2000 and December 31, 1999 and (iv)
accompanying Notes to Consolidated Financial Statements of Anesta are
filed as Exhibit 20.3 to this Current Report of Form 8-K and are
incorporated herein by reference.
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(b) PRO FORMA FINANCIAL INFORMATION (UNAUDITED).
The (i) unaudited Pro Forma Combined Statements of Operations of
Cephalon for the years ended December 31, 1999, December 31, 1998 and
December 31, 1997 and for the six months ended June 30, 2000 and June
30 1999, (ii) unaudited Pro Forma Combined Balance Sheets of Cephalon
as of June 30, 2000 and as of December 31, 1999, and (iii) accompanying
Notes to Unaudited Pro Forma Combined Financial Information, are filed
as Exhibit 20.4 to this Current Report on Form 8-K and are incorporated
herein by reference.
(c) EXHIBITS
Exhibit Description
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2.1* Agreement and Plan of Merger, dated as of July 14, 2000, among
Cephalon, Inc., C Merger Sub, Inc. and Anesta Corp.
20.1* Proxy Statement Prospectus, excluding the annexes thereto,
which was first mailed to Anesta stockholders on or about
September 11, 2000.
20.2* Anesta's Audited Year End Financial Statements, excerpted from
pages 38 through 53 of the Anesta Annual Report on Form 10-K
for the year ended December 31, 1999 and filed with the
Commission on March 30, 2000.
20.3* Anesta's Unaudited Financial Statements for the Six Months
Ended June 30, 2000, excepted from pages 2 through 7 of the
Anesta Quarterly Report on Form 10-Q for the quarter ended
June 30, 2000 and filed with the Commission on August 14,
2000.
20.4* Pro Forma Financial Statements, excerpted from pages 44
through 52 of the Proxy Statement Prospectus, which was first
mailed to Anesta stockholders on or about September 11, 2000.
23.1* Consent of PricewaterhouseCoopers.
99.1* Press Release dated October 10, 2000.
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* Filed herewith.
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SIGNATURE
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 hereunto duly authorized.
CEPHALON, INC.
Date: October 18, 2000 By: /s/ Frank Baldino, Jr., Ph.D.
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Frank Baldino, Jr., Ph.D.
Chairman and Chief Executive Officer
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EXHIBIT INDEX
Exhibit Description
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2.1* Agreement and Plan of Merger, dated as of July 14, 2000, among
Cephalon, Inc., C Merger Sub, Inc. and Anesta Corp.
20.1* Proxy Statement Prospectus, excluding the annexes thereto,
which was first mailed to Anesta stockholders on or about
September 11, 2000.
20.2* Anesta's Audited Year End Financial Statements, excerpted from
pages 38 through 53 of the Anesta Annual Report on Form 10-K
for the year ended December 31, 1999 and filed with the
Commission on March 30, 2000.
20.3* Anesta's Unaudited Financial Statements for the Six Months
Ended June 30, 2000, excepted from pages 2 through 7 of the
Anesta Quarterly Report on Form 10-Q for the quarter ended
June 30, 2000 and filed with the Commission on August 14,
2000.
20.4* Pro Forma Financial Statements, excerpted from pages 44
through 52 of the Proxy Statement Prospectus, which was first
mailed to Anesta stockholders on or about September 11, 2000.
23.1* Consent of PricewaterhouseCoopers.
99.1* Press Release dated October 10, 2000.
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* Filed herewith.
