<PAGE>
As filed with the Securities and Exchange Commission on December 22, 2000
Registration No. 333-_____
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
CEPHALON, INC.
(Exact name of issuer as specified in its charter)
Delaware 23-2484489
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation of organization)
145 Brandywine Parkway
West Chester, Pennsylvania 19380
(Address of principal executive offices)
CEPHALON, INC. 2000 EQUITY COMPENSATION PLAN FOR EMPLOYEES AND KEY ADVISORS
(Full title of the plan)
John E. Osborn, Esq.
Senior Vice President, General Counsel & 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)
Copy to:
John F. Bales, Esq.
Morgan, Lewis & Bockius LLP
1701 Market Street
Philadelphia, PA 19103
(215) 963-5478
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
=========================================================================================================================
Proposed maximum Proposed maximum
Title of securities to Number of shares to offering price per Aggregate offering Amount of
be registered be registered (1) share (2) price (2) registration fee (3)
-------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common stock,
$0.01 par value 1,500,000 $55.6875 $83,531,250 $20,882.81
=========================================================================================================================
</TABLE>
(1) Pursuant to Rule 416 under the Securities Act of 1933, this Registration
Statement also covers such additional shares as may hereinafter be offered
or issued to prevent dilution resulting from stock splits, stock dividends,
recapitalizations or certain other capital adjustments.
(2) Estimated pursuant to paragraphs (c) and (h) of Rule 457 solely for
purposes of calculating the registration fee, based upon the average of the
high and low sales price for a share of Common Stock on December 20, 2000,
as reported on the Nasdaq National market.
(3) Calculated pursuant to Section 6(b) as follows: proposed maximum offering
price multiplied by .00025.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents, as filed by Cephalon, Inc. (the "Registrant" or
"Cephalon") with the Securities and Exchange Commission pursuant to the
Securities Exchange Act of 1934 are incorporated in this registration statement
by reference:
(a) Our Annual Report on Form 10-K for the fiscal year ended December
31, 1999, including all material incorporated by reference therein
(the "Form 10-K").
(b) Our Quarterly Reports on Form 10-Q for the fiscal quarters ended
March 31, 2000, June 30, 2000 and September 30, 2000 filed pursuant to
Section 15(a) or 15(d) of the Exchange Act, including all material
incorporated by reference therein.
(c) Current Reports on Form 8-K filed with the Commission on October
18, 2000, November 3, 2000, November 28, 2000 and December 8, 2000.
(d) Registration Statement on Form 8-A filed with the Commission on
March 15, 1991, setting forth the description of the Cephalon common
stock, including all material incorporated by reference therein.
(e) Registration Statements on Form 8-A/A filed with the Comission on
January 20, 1999 and August 2, 2000, containing the description of the
Cephalon stockholder rights plan, including all material incorporated
by reference therein.
All documents that we file pursuant to Section 13(a), 13(c), 14 and 15(d) of the
Securities Exchange Act of 1934 after the date of this registration statement
and prior to the filing of a post-effective amendment to this registration
statement that indicates that all securities offered hereby have been sold or
which deregisters all securities then remaining unsold, will be deemed to be
incorporated by reference in this registration statement and to be a part hereof
from the date of filing of such documents. Any statement contained in a document
incorporated by reference herein will be deemed to be modified or superseded for
purposes hereof to the extent that a statement contained herein (or in any other
subsequently filed document that also is incorporated by reference herein)
modifies or supersedes such statement. Any statement so modified or superseded
will not be deemed to constitute a part hereof except as so modified or
superseded.
You may request a copy of these filings, at no cost, by contacting: Investor
Relations, Cephalon, Inc., 145 Brandywine Parkway, West Chester, Pennsylvania
19380 (telephone number: 610-344-0200).
EXPERTS
The consolidated balance sheets of the Registrant as of December 31, 1999 and
1998 and the related consolidated statements of operations, stockholders' equity
and cash flows for each of the three years in the period ended December 31,
1999, incorporated by reference in this Registration Statement from the Form
10-K, together will all amendments thereto, have been audited by Arthur Andersen
LLP, independent public accountants, as indicated in their reports with respect
thereto. Such financial statements are, and audited financial statements to be
included in subsequently filed documents will be, incorporated herein in
reliance upon the reports of Arthur Andersen LLP pertaining to such financial
statements (to the extent covered by consents filed with the Commission) given
on the authority of such firm as experts in auditing and accounting.
1
<PAGE>
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the Delaware General Corporation Law ("Section 145") permits
indemnification of directors, officers, agents and controlling persons of a
corporation under certain conditions and subject to certain limitations. Article
9 of Cephalon's By-Laws provides for the indemnification of directors, officers,
employees and agents of Cephalon to the maximum extent permitted by the Delaware
General Corporation Law. Section 145 empowers a corporation to indemnify any
person who was or is party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative, by reason of the fact that he is or
was a director, officer or agent of the corporation or another enterprise if
serving at the request of the corporation. Depending on the character of the
proceeding, a corporation may indemnify against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred in connection with such action, suit or proceeding if the person
indemnified acted in good faith and in respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was unlawful. In the
case of an action by or in the right of the corporation, no indemnification may
be made with respect to any claim, issue or matter as to which such person shall
have been adjudged to be liable to the corporation unless and only to the extent
that the Court of Chancery or the court in which such action or suit was brought
shall determine that despite the adjudication of liability such person is fairly
and reasonably entitled to indemnity for such expenses which the court shall
deem proper. Section 145 further provides that to the extent a director,
officer, employee or agent of a corporation has been successful in the defense
of any action, suit or proceeding referred to above or in the defense of any
claim, issue or matter therein, he shall be indemnified against expenses
(including attorneys' fees) actually and reasonably incurred by him in
connection therewith. Cephalon's By-laws permit it to purchase insurance on
behalf of such person against any liability asserted against him and incurred by
him in any such capacity, or arising out of his status as such, whether or not
Cephalon would have the power to indemnify him against such liability under the
foregoing provision of the By-laws.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
The following is a list of exhibits filed as part of this Registration
Statement.
<TABLE>
<CAPTION>
Exhibit Number Description
-------------- -----------
<S> <C>
5.1* Opinion of Morgan, Lewis & Bockius LLP
23.1* Consent of Arthur Andersen LLP
23.2 Consent of Morgan, Lewis & Bockius LLP (contained in the opinion of counsel filed as
Exhibit 5.1)
24.1* Power of Attorney (included on signature page of this Registration Statement)
99.1* Cephalon, Inc. 2000 Equity Compensation Plan For Employees and Key Advisors
</TABLE>
* Filed herewith
2
<PAGE>
ITEM 9. UNDERTAKINGS.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events which,
individually or together, represent a fundamental change in the information
in the registration statement. Notwithstanding the foregoing, any increase
or decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering range
may be reflected in the form of prospectus filed with the Commission
pursuant to Rule 424(b) if, in the aggregate, the changes in volume and
price represent no more than a 20 percent change in the maximum aggregate
offering price set forth in the "Calculation of Registration Fee" table in
the effective registration statement.
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement;
PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the registrant pursuant to
Section 13 or Section 15(d) of the Exchange Act that are incorporated by
reference in this Registration Statement.
(2) That, for the purpose of determining any liability under the Securities
Act of 1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial BONA
FIDE offering thereof.
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered that remain unsold at the termination of the
offering.
(b) The undersigned registrant hereby undertakes that, for the purpose of
determining any liability under the Securities Act of 1933, each filing of
the Company's annual report pursuant to Section 13(a) or Section 15(d) of
the Securities Exchange Act of 1934 that is incorporated by reference in
this registration statement shall be deemed to be a new registration
statement relating to the securities offered therein and the offering of
such securities at that time shall be deemed to be the initial bona fide
offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons
of the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment
by the registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant 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 this
22nd day of December 2000.
CEPHALON, INC.
By: /s/ FRANK BALDINO, JR.
-----------------------------------
Frank Baldino, Jr., Ph.D.
Chairman and Chief Executive Officer
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below in so signing also makes, constitutes and appoints Frank Baldino,
Jr. and J. Kevin Buchi, or either of them, his true and lawful attorneys-in-fact
and agents, with full power of substitution and resubstitution, for him and in
his name, place and stead, in any and all capacities, to execute and cause to be
filed with the Securities and Exchange Commission any and all amendments and
post-effective amendments to this Registration Statement and a related
registration statement that is to be effective upon filing pursuant to Rule
462(b) under the Securities Act of 1933, and in each case to file the same, with
all exhibits thereto and other documents in connection therewith, and hereby
ratifies and confirms all that said attorneys-in-fact and agents or their
substitute or substitutes may do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ FRANK BALDINO, JR. Chairman and Chief Executive Officer December 22, 2000
-------------------------------------------- (Principal Executive Officer)
Frank Baldino, Jr., Ph.D.
/s/ J. KEVIN BUCHI Senior Vice President and Chief December 22, 2000
--------------------------------------------- Financial Officer (Principal
J. Kevin Buchi Financial and Accounting Officer)
/s/ WILLIAM P. EGAN Director December 22, 2000
--------------------------------------------
William P. Egan
/s/ ROBERT J. FEENEY Director December 22, 2000
--------------------------------------------
Robert J. Feeney, Ph.D.
/s/ MARTYN D. GREENACRE Director December 22, 2000
--------------------------------------------
Martyn D. Greenacre
/s/ DAVID R. KING Director December 22, 2000
--------------------------------------------
David R. King
Director December 22, 2000
--------------------------------------------
Kevin E. Moley
/s/ HORST WITZEL, DR.-ING Director December 22, 2000
--------------------------------------------
Horst Witzel, Dr.-Ing.
</TABLE>
4
<PAGE>
CEPHALON, INC.
INDEX
<TABLE>
<CAPTION>
Exhibit Number Description
-------------- -----------
<S> <C>
5.1* Opinion of Morgan, Lewis & Bockius LLP
23.1* Consent of Arthur Andersen LLP
23.2 Consent of Morgan, Lewis & Bockius LLP (contained in the opinion of counsel filed as
Exhibit 5.1)
24.1* Power of Attorney (included on signature page of this Registration Statement)
99.1* Cephalon, Inc. 2000 Equity Compensation Plan For Employees and Key Advisors
</TABLE>
* Filed herewith
5
