If this the only information out there on this company, Taken from the Edgar database on February 4, 1997 from information filed on forms 8-K, S-3 and SC 13G dated January 21, 24 and 28, 1997, respectively.why is the priceof the stock moving up c.a. $27 on average volume when this is the only information I can find on file or in the press? Can you give me your opinion? The SEC flings are about 3 pages each and can be found at sec.gov. Most of this info is cut and paste from the various SEC documents. On January 16, 1997 Cephalon, Inc. ("Cephalon" or the "Company") announced an agreement to issue, in a private placement, $30 million of senior convertible notes. Cephalon plans to use the proceeds of the private placement for general purposes, which may include funding potential technology acquisitions. Cephalon registered 1,524,000 shares with the SEC at a proposed maximum offering price of $25.43 for a total of $38,776,750.00 on January 24, 1997. The Company also announced that Schering-Plough Corporation will discontinue its funding of the companies' research collaboration to develop compounds for the treatment of Alzheimer's disease. The collaboration has been focused on the development of protease inhibitors that prevent the secretion of beta-amyloid peptide, a major component of the neuritic plaques that cause neuronal death in patients with Alzheimer's disease. Schering-Plough has been Cephalon's collaborator in this area since 1991.> The Company has not received approval from any regulatory authority to market any drug candidate developed by the Company, and there can be no assurance that the Company will successfully commercialize any of its potentialproducts. The FDA referred the application to the Peripheral and Central Nervous System Drugs Advisory Committee (the "Advisory Committee"), which held a public hearing in June 1996 to review data from both studies for urposes of recommending to the FDA whether there was sufficient evidence to support use of MYOTROPHIN (rhIGF-I) under a T-IND. At the earing, representatives of the FDA indicated their disagreement with the Company's various analyses of the European study and their opinion that the study failed to support the results of the North American study. At the conclusion of the Advisory Committee hearing, the panel members unanimously recommended approval of the T-IND. During the first quarter of 1996, the Company announced positive results from two Phase III studies of PROVIGIL (modafinil) in the treatment of the excessive daytime sleepiness associated with narcolepsy. The results of those clinical trials have not been reviewed by the FDA or any other regulatoryauthority. The Company recently submitted an NDA with the FDA requesting that PROVIGIL (modafinil) be approved for the treatment of the excessive daytime sleepiness associated with narcolepsy. The FDA must determine that the NDA is complete before it begins a review of the data. Even if the NDA is accepted for filing and review by the FDA, there can be no assurance that the FDA or other regulatory authorities will agree with the Company's opinion that the results generated from the Company's clinical trials demonstrate sufficient safety and efficacy data to allow marketing approval. The success of the Company depends to a large degree upon obtaining FDA and foreign regulatory approval to market products currently under development. Cephalon has had only limited experience in filing and pursuing applications necessary to gain regulatory approvals. The Company's analysis and interpretation of the results of the Company's clinical studies is subject to confirmation and interpretation by regulatory authorities, which may differ from the Company's analysis. There can be no assurance that the data or the Company's interpretation of data will be accepted by any regulatory authorities. In addition, there can be no assurance that any application by the Company to market a product will be reviewed in a timely manner, or that approval to market a product will be received from the appropriate regulatory authority. The Company has incurred negative cash flows from operations for eachyear since its inception. The Company expects its negative c cash flow to increase substantially in the future due to higher research, development, clinical trial, regulatory filing, and other costs. TheCompany also has begun to expand its selling, general and administrative activities in the United States and Europe. The Company will assess the degree of expansion and funding required in those areas as the Company evaluates the potential for obtaining regulatory approvals of MYOTROPHIN (rhIGF-I) and PROVIGIL (modafinil). Any such expansion would require substantial funding. With respect to MYOTROPHIN (rhIGF-I), Rilutek(R) (Riluzole) has been approved in the U.S. and certain countries in Europe for the treatment of ALS. In addition, the Company believes that other companies are developing therapeutic agents for the treatment of ALS and peripheral neuropathies. Because the potential patient population for ALS is limited, competition from other products may adversely affect potential sales of MYOTROPHIN (rhIGF-I) and the price of the Company's common stock.
The Shares being offered hereby by the Selling Stockholders may be acquired, from time to time, upon (i) the conversion of $30 million aggregate principal amount of 7% Senior Convertible Notes due 1998 (the "Notes"), which will be acquired by them from the Company following the effectiveness of the Registration Statement of which this Prospectus forms a part in a private placement transaction pursuant to those certain Note Purchase Agreements, dated as of January 15, 1997 (the "Note Purchase Agreements"), (ii) the payment by the Company of interest on the Notes in the form of Common Stock in lieu of cash interest, and (iii) the exercise of warrants to purchase 84,000 shares of Common Stock (the "Warrants"), which were acquired by certain of the Selling Stockholders from the Company in connection with the sale of the Notes, pursuant to that certain Engagement Agreement, dated November 4, 1996, between the Company and Owen, Diaz & Altschul Securities LLC as placement agent.
OWNERSHIP NUMBER OF SELLING SHARES PERCENT
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------------ --------- -------
<S> <C>
<C> <C> <C>
AP/ODA Investors I, LLC..................... 192,000 192,000(1) 0 --%
The Hudson Partnership, L.P................. 96,000 96,000(1) 0 --%
Owen, Diaz & Altschul Fund I, Ltd. ......... 912,000 912,000(1) 0 --%
Stockwell Corporation, S.A. ................ 240,000 240,000(1) 0 --%
Owen, Diaz & Altschul Securities, LLC....... 70,753 70,753(2)(3) 0 --%
Dr. Michael Sorell.......................... 13,247 13,247(2) 0 --%
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Results of EDGAR Form Search
Your query: cephalon
Your search had 3 hits.
Date Filed Forms CIK Code Company Name
01-21-1997 8-K 873364 CEPHALON INC
01-24-1997 S-3 873364 CEPHALON INC
01-28-1997 SC 13G 873364 CEPHALON INC
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