CEPH Cephalon (MM)

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)   May 10, 2011

Cephalon, Inc.

(Exact Name of Registrant as Specified in Charter)

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 1.01               Entry into a Material Definitive Agreement .

(a)                                   At the Cephalon, Inc. (the “Company”) Annual Meeting of Stockholders held on May 10, 2011 (the “Annual Meeting”), the stockholders of the Company approved an amendment and restatement of the Company’s 2011 Equity Compensation Plan (the “2011 Plan”) that would, among other items, (1) extend the term of the 2011 Plan for an additional ten years so that the 2011 Plan will terminate on January 31, 2021, as opposed to February 4, 2014 and (2) increase by 1,000,000 shares the total number of shares of common stock authorized for issuance under the 2011 Plan from 16,450,000 shares to 17,450,000 shares, providing that no more than 700,000 shares of common stock from the 2011 Plan increase may be issued pursuant to stock awards that are granted under the 2011 Plan on or after May 10, 2011.  The Board also amended the 2011 Plan to (1) provide that the Company’s “2004 Equity Compensation Plan” will be renamed as the Company’s “2011 Equity Compensation Plan”; (2) provide the Board authority to grant stock awards (in addition to nonqualified stock options) under the 2011 Plan to non-employee members of the Board; (3) permit the grant of stock awards in the form of stock units, which represent the right of a grantee to receive shares of common stock or a cash amount based on the fair market value of shares of common stock, and allow payment of dividend equivalents with respect to stock units; (4) increase the number of shares of common stock subject to annual stock option grants for non-employee directors from 10,000 to 15,000; (5) revise the definition of a “Change in Control” to eliminate the requirement that an acquisition of more than 30% of the combined voting power of the Company’s outstanding securities be pursuant to a tender or exchange offer made directly to the Company’s stockholders which the Board does not recommend such stockholders to accept; (6) provide the Board with discretion to determine the grants for non-employee directors; and (7) update the 2011 Plan to comply with current best practices, and applicable law and regulations.

Item 5.07               Submission of Matters to a Vote of Security Holders

The following matters were considered at the Annual Meeting of stockholders of Cephalon held in Frazer, Pennsylvania on May 10, 2011:

I.              For the election of the following persons as directors:

NUMBER OF VOTES

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II.                                      To approve the amendment and restatement of the 2011 Equity Compensation Plan:

NUMBER OF VOTES

III.                                  To ratify the appointment of PricewaterhouseCoopers LLP as independent registered public accountants for the year ending December 31, 2011:

NUMBER OF VOTES

IV.                                  To approve an advisory resolution regarding executive compensation

V.            To approve an advisory resolution regarding the frequency of voting on executive compensation:

Item 9.01               Financial Statements and Exhibits .

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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.

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EXHIBIT INDEX

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