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SECURITIES EXCHANGE AND 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): July 14, 2000
ANESTA CORP.
(Exact name of registrant as specified in its charter)
DELAWARE
(State of Incorporation)
0-23160 87-0424798
(Commission File Number) (IRS Employer Identification No.)
4745 WILEY POST WAY, PLAZA 6, SUITE 650, SALT LAKE CITY, UTAH 84116
(Address of principal executive offices and Zip Code)
(801) 595-1405
(Registrant's telephone number, including area code)
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ITEM 5. OTHER EVENTS.
On July 17, 2000, Anesta Corp. ("Anesta") announced that it had entered
into a definitive Agreement and Plan of Merger (the "Merger Agreement") by and
among Anesta, Cephalon, Inc. ("Cephalon") and C Merger Sub, Inc. ("Merger Sub"),
a wholly owned subsidiary of Cephalon.
The definitive Merger Agreement is filed herewith as Exhibit 99.1 and
is incorporated herein by reference. The press release, dated July 17, 2000,
announcing the proposed merger was filed by the companies on July 17, 2000 on
Form 425.
There are certain risks associated with the proposed merger. The
closing of the transaction is subject to a number of conditions, some of which
are not within Anesta's control. In addition, the amount of Cephalon common
stock to be issued for each share of Anesta common stock is fixed, and a decline
in the price per share of Cephalon common stock could adversely impact the
market value of the stock to be received by Anesta's stockholders. If the
proposed merger is not completed or the price per share of Cephalon common stock
declines, the Company's financial condition could be materially and adversely
affected.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
99.1* Agreement and Plan of Merger by and among Anesta, a Delaware
corporation, C Merger Sub, Inc., a Delaware corporation, and Cephalon,
a Delaware corporation, dated as of July 14, 2000.
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* The Anesta disclosure schedule and the Cephalon disclosure schedule to this
document have been omitted. Anesta agrees to furnish supplementally a copy of
any of the omitted schedules to the Securities and Exchange Commission upon
request.
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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, thereunto duly authorized.
Dated: July 21, 2000
ANESTA CORP.
By: /s/ Thomas B. King
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Thomas B. King
Its: President and CEO
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INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
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<S> <C>
99.1 Agreement and Plan of Merger by and among Anesta Corp., a
Delaware corporation, C Merger Sub, Inc., a Delaware corporation,
and Cephalon, Inc., a Delaware corporation, dated as of July 17,
2000.
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