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Cephalon 8-K 2011

Documents found in this filing:

  1. 8-K
  2. Ex-99.1
  3. Ex-99.1

 

 

UNITED STATES

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)   August 22, 2011

 

Cephalon, Inc.

(Exact Name of Registrant as Specified in Charter)

 

Delaware

 

0-19119

 

23-2484489

(State or Other Jurisdiction

 

(Commission

 

(IRS Employer

of Incorporation)

 

File Number)

 

Identification No.)

 

41 Moores Road

 

 

Frazer, Pennsylvania

 

19355

(Address of Principal Executive Offices)

 

(Zip Code)

 

Registrant’s telephone number, including area code   (610) 344-0200

 

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

o            Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o            Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o            Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o            Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 



 

Item 8.01               Other Information.

 

On August 22, 2011, Cephalon, Inc. (the “Company”) issued a press release announcing that the Company has given notice of an anticipated fundamental change to holders of the Company’s 2.50% Convertible Senior Subordinated Notes due 2014 and 2.00% Convertible Senior Subordinated Notes due 2015 in respect of the previously announced merger of the Company with a wholly-owned subsidiary of Teva Pharmaceutical Industries Ltd., which is expected to become effective in October 2011.  The Company hereby incorporates by reference the press release dated August 22, 2011, attached hereto as Exhibit 99.1 and made a part of this Item 8.01.

 

Item 9.01               Financial Statements and Exhibits.

 

(d)                                             Exhibits.

 

Exhibit No.

 

Description of Exhibit

 

 

 

99.1

 

Press Release of Cephalon, Inc. dated August 22, 2011

 

2



 

SIGNATURES

 

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: August 22, 2011

By:

/s/ Gerald J. Pappert

 

 

Gerald J. Pappert

 

 

Executive Vice President, General Counsel and Secretary

 

3



 

EXHIBIT INDEX

 

Exhibit No.

 

Description of Exhibit

 

 

 

99.1

 

Press Release of Cephalon, Inc. dated August 22, 2011

 

4


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