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Prospectus Supplement No. 3 Filed Pursuant to Rule 424(b)(3)
to Prospectus Dated December 22, 1999 File No. 333-88985
CEPHALON, INC.
2,500,000 SHARES OF $3.625 CONVERTIBLE EXCHANGEABLE PREFERRED STOCK
$125,000,000 7.25% CONVERTIBLE SUBORDINATED DEBENTURES
6,975,447 SHARES OF COMMON STOCK
This prospectus supplement supplements information contained in that
certain prospectus of Cephalon, Inc. dated December 22, 1999, as amended and
supplemented from time to time, relating to the potential resale from time to
time of $3.625 Convertible Exchangeable Preferred Stock, par value $.01 per
share, 7.25% Convertible Subordinated Debentures (if issued) and Common Stock
issuable upon conversion of the Preferred Stock or Debentures (if issued). This
prospectus supplement is not complete without, and may not be delivered or
utilized except in connection with the prospectus, including any amendments or
supplements thereto.
The following table supplements, or amends, as noted, the information
set forth in the prospectus under the caption "Selling Stockholders" with
respect to:
- the respective amount of shares of preferred stock
beneficially owned by each selling stockholder and
that may be sold and the percent of outstanding
preferred stock held by such stockholder;
- the principal amount of debentures that would be
beneficially owned and may be sold by each selling
stockholder; and
- the number of shares of common stock that may be sold
by the selling stockholders pursuant to this
prospectus, as amended or supplemented.
<TABLE>
<CAPTION>
Number of
Common Shares
Number of Shares Percent of Principal Amount of Issued Upon
of Preferred Stock Outstanding Debentures Beneficially Conversion That
Name of Beneficially Preferred Owned That May Be May Be Sold
Selling Stockholder (1) (2) Owned (3) Stock Sold
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<S> <C> <C> <C> <C>
The following information supplements the
information set forth in the prospectus
originally filed:
State of Oregon/SAIF Corporation............ 64,000 2.6% $ 3,200,000 178,560
C&H Sugar Company, Inc. .................... 2,225 * $ 111,250 6,208
Hawaiian Airlines Pilots Retirement Plan.... 1,900 * $ 95,000 5,301
Aloha Airlines Non-Pilots Pension Trust..... 1,425 * $ 71,250 3,976
Hawaiian Airlines Employees Pension
Plan -- IAM............................... 1,225 * $ 61,250 3,418
Aloha Airlines Pilots Retirement Trust...... 825 * $ 41,250 2,302
Queen's Health Plan......................... 500 * $ 25,000 1,395
Hawaiian Airlines Pension Plan for
Salaried Employees........................ 300 * $ 15,000 837
The following information amends the
information set forth in the prospectus
originally filed:
SoundShore Holdings Ltd..................... 334,937 13.4% $ 16,746,850 934,474
SoundShore Opportunity Holding Fund Ltd..... 95,725 3.8% $ 4,786,250 267,073
SoundShore Opportunity Holding Fund Ltd..... 35,938 1.4% $ 1,796,900 100,267
</TABLE>
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(1) The information set forth herein is as of January 6, 2000 and will be
updated as required.
(2) MainStay Convertible Fund, which was previously listed as a selling
stockholder in the prospectus as originally filed on December 22, 1999,
no longer owns any shares of Cephalon's preferred stock.
(3) Beneficial ownership is determined in accordance with the rules of the
SEC and generally includes voting or investment power with respect to
securities.
* Less than 1%
THE DATE OF THIS PROSPECTUS IS JANUARY 10, 2000
