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**UNITED STATES SECURITIES AND EXCHANGE COMMISSION********aWashington, D.C. 20549**

 

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**FORM 10-K/A**

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**(Amendment No. 1)**

 

**(Mark One)**

 

x  **ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934**

** **

**For the fiscal year ended December 31, 2010**

** **

**or**

 

**o****   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934**

** **

**For the transition period from                 to                 **

 

**Commission File Number 000-19119**

 

**Cephalon, Inc.******(Exact Name of Registrant as Specified in Its Charter)

 

| **Delaware**   (State or Other Jurisdiction of   Incorporation or Organization)                                  | ** ** | **23-2484489**   (I.R.S. Employer   Identification No.) |
|------------------------------------------------------------------------------------------------------------------|------------|---------------------------------------------------------|
| ** **                                                                                                       | ** ** | ** **                                              |
| **41   Moores Road   P.O. Box 4011   Frazer, Pennsylvania**   (Address of Principal Executive Offices) | ** ** | **19355**   (Zip Code)                                  |

 

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

 

Securities registered pursuant to Section 12(b) of the Act:

 

| ** ** | **Title of each class**    | ** ** | **Name of each exchange on which registered** | ** ** |
|------------|-------------------------------------------|------------|-----------------------------------------------------------------------------|------------|
|       | Common Stock, par   value $0.01 per share |       | NASDAQ Global   Select Market                                               |       |

 

Securities registered pursuant to Section 12(g) of the Act:

 

**None** (Title of Class)

 

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Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes x No o

 

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o No x

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No o

 

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. o

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.:

 

| Large accelerated filer x                                         |   | Accelerated filer o              |
|----------------------------------------------------------------------------------|--------|--------------------------------------------|
|                                                                             |   |                                       |
| Non-accelerated filer o(Do not check if a   smaller reporting company) |   | Smaller reporting company o |

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x

 

The aggregate market value of the voting stock held by non-affiliates of the registrant, as of June 30, 2010, was approximately $3.1 billion. Such aggregate market value was computed by reference to the closing price of the Common Stock as reported on the NASDAQ Global Select Market on June 30, 2010. For purposes of making this calculation only, the registrant has defined affiliates as including only directors and executive officers and shareholders holding greater than 10% of the voting stock of the registrant as of June 30, 2010.

 

The number of shares of the registrant’s Common Stock outstanding as of February 4, 2011 was 75,730,236.

 

 

 

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**EXPLANATORY NOTE**

 

We are filing this Amendment No. 1 to our Annual Report on Form 10-K for the year ended December 31, 2010 only to re-file Exhibits 10.28 and 10.29(c) in response to comments we received from the Securities and Exchange Commission on a confidential treatment request we made for certain portions of such Exhibits in our original Form 10-K.

 

This Amendment No. 1 to our Form 10-K for the year ended December 31, 2010 does not reflect events occurring after the filing of our original Form 10-K. No other modifications or changes have been made to our Form 10-K for the year ended December 31, 2010 as originally filed or the Exhibits filed therewith.

 

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**SIGNATURES**

 

Pursuant to the requirements of Section 13 or 15(d) 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.

 

 
| Date: May 5, 2011 |   |                |                          |
|------------------------|--------|---------------------|-------------------------------|
|                   |   |                |                          |
|                   |   | CEPHALON, INC. |
|                   |   |                |                          |
|                   |   | By:                 | /s/ J. KEVIN BUCHI  |
|                   |   |                | J. Kevin Buchi                |
|                   |   |                | *Chief Executive Officer*     |

 

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**EXHIBIT INDEX**

 
| **Exhibit No.** | ** ** | **Description**                                                                                                                                           |
|----------------------|------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------|
|                 |       |                                                                                                                                                      |
| 10.28                |       | Settlement   and License Agreement dated as of October 7, 2010 by and between Anesta   AG and Eurand, Inc. and Impax Laboratories, Inc.(1) |
|                 |       |                                                                                                                                                      |
| 10.29(c)             |       | Development   and Commercialization Agreement dated December 7, 2010 by and between   the Company and Angioblast(1)                                  |
|                 |       |                                                                                                                                                      |
| 31.1                 |       | Certification   Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to   Section 302 of the Sarbanes-Oxley Act of 2002                      |
|                 |       |                                                                                                                                                      |
| 31.2                 |       | Certification   Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to   Section 302 of the Sarbanes-Oxley Act of 2002                      |

 

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(1)           Portions of the Exhibit have been omitted and have been filed separately pursuant to an application for confidential treatment filed with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended.

 

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