<PAGE> 1
As filed with the Securities and Exchange Commission on July 26, 2000
Registration No. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
----------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
----------------------
CIMA LABS INC.
(Exact name of Registrant as specified in its charter)
DELAWARE 41-1569769
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
10000 VALLEY VIEW ROAD 55334
EDEN PRAIRIE, MINNESOTA (Zip Code)
(Address of principal executive offices)
CIMA LABS INC.
EQUITY INCENTIVE PLAN
(Full title of the plan)
John M. Siebert, Ph.D.
President and Chief Executive Officer
10000 Valley View Road
Eden Prairie, Minnesota 55334
(Name and address of agent for service)
Telephone number, including area code, of agent for service: (952) 947-8700
----------------------
copy to:
Gale R. Mellum, Esq.
Gordon S. Weber, Esq.
Faegre & Benson LLP
2200 Wells Fargo Center
90 South Seventh Street
Minneapolis, Minnesota 55402
(612) 336-3000
Fax (612) 336-3026
----------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
====================================================================================================================
Proposed
Proposed maximum
Title of Amount maximum aggregate Amount of
securities to to be offering price offering registration
be registered registered per share (1) price (1) fee
--------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock,
$.01 par value 250,000 shares $29.13 $7,282,500 $1,923
====================================================================================================================
(1) Estimated solely for the purpose of the registration fee pursuant to
Rule 457(h)(1) based on the average of the high and low sales prices
per share of the Registrant's Common Stock on July 25, 2000 as reported
on the Nasdaq National Market.
====================================================================================================================
</TABLE>
<PAGE> 2
EXPLANATORY NOTE
This Registration Statement on Form S-8 is being filed for the purpose
of registering an additional 250,000 shares of the Registrant's Common Stock to
be issued pursuant to the Registrant's Equity Incentive Plan, as amended (the
"Plan"). The Registration Statement on Form S-8 previously filed with the
Commission relating to the Plan (File No. 333-05741) is incorporated by
reference herein.
EXHIBITS
Exhibit Description
5 Opinion of Faegre & Benson LLP
23.1 Consent of Faegre & Benson LLP (contained in Exhibit 5 to this
Registration Statement)
23.2 Consent of Ernst & Young LLP
24 Powers of Attorney (included on page II-1 of this Registration
Statement)
99 Equity Incentive Plan, as amended(1)
------------------------
(1) Incorporated by reference to Exhibit 10.6 filed as part of the Registrant's
Quarterly Report on Form 10-Q for the period ended June 30, 1999, File No.
0-24424.
<PAGE> 3
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
undersigned Registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Eden Prairie, State of Minnesota, on July 27,
2000.
CIMA LABS INC.
(Registrant)
By /s/ John M. Siebert
-------------------------------------------
John M. Siebert, Ph.D.
President and Chief Executive Officer
POWER OF ATTORNEY
Each of the undersigned hereby appoints John M. Siebert, Ph.D. and
David A. Feste, and each of them (with full power to act alone), as attorneys
and agents for the undersigned, with full power of substitution, for and in the
name, place and stead of the undersigned, to sign and file with the Securities
and Exchange Commission under the Securities Act of 1933, as amended, any and
all amendments and exhibits to this Registration Statement and any and all
applications, instruments and other documents to be filed with the Securities
and Exchange Commission pertaining to the registration of the securities covered
hereby, with full power and authority to do and perform any and all acts and
things whatsoever requisite and necessary or desirable.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons,
representing a majority of the Board of Directors, in the capacities indicated
on July 27, 2000.
<TABLE>
<CAPTION>
NAME TITLE
--------------------------------------------------- ---------------------------------------------------
<S> <C>
/s/ John M. Siebert
--------------------------------------------------- President, Chief Executive Officer and Director
John M. Siebert, Ph.D. (Principal Executive Officer)
/s/ David A. Feste
--------------------------------------------------- Vice President and Chief Financial Officer
David A. Feste (Principal Financial Officer and Principal
Accounting Officer)
/s/ Terrence W. Glarner
--------------------------------------------------- Director
Terrence W. Glarner
/s/ Steven B. Ratoff
--------------------------------------------------- Director
Steven B. Ratoff
/s/ Joseph R. Robinson
--------------------------------------------------- Director
Joseph R. Robinson, Ph.D.
</TABLE>
II-1
<PAGE> 4
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Method
Exhibit Description of Filing
------- ----------- ---------
<S> <C> <C>
5 Opinion of Faegre & Benson LLP................................................. Filed Electronically
23.1 Consent of Faegre & Benson LLP
(contained in its opinion filed as Exhibit 5 to this Registration Statement)
23.2 Consent of Ernst & Young LLP................................................... Filed Electronically
24 Powers of Attorney
(included on page II-1 of this Registration Statement)
99 Equity Incentive Plan, as amended(1)........................................... Incorporated by
Reference
</TABLE>
------------------------
(1) Incorporated by reference to Exhibit 10.6 filed as part of the Registrant's
Quarterly Report on Form 10-Q for the period ended June 30, 1999, File No.
0-24424.
