SECURITIES & EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------
SCHEDULE 13D*
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO
13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(a)
CIMA LABS INC.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
171796105
(CUSIP Number)
Douglas C. Floren
600 Steamboat Road, Greenwich, Connecticut 06830 (203) 618-1601
(Name, address and telephone number of person
authorized to receive notices and communications)
June 23, 2000
(Date of event which requires filing of this statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box [ ].
NOTE: Schedules filed in paper format shall include a signed original
and five copies of the schedule, including all exhibits. See Rule 13d-7 for
other parties to whom copies are to be sent.
(Continued on following pages)
(Page 1 of 14 Pages)
________________
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be
deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act
of 1934 ("Act") or otherwise subject to the liabilities of that section of the
Act but shall be subject to all other provisions of the Act (however, see the
Notes).
<PAGE>
CUSIP No. 171796105 13D Page 2 of 14 Pages
_____________________________________________________________________________
(1) NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS.
OF ABOVE PERSONS (ENTITIES ONLY)
DCF Partners, L.P.
_____________________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [X]
(b) [ ]
_____________________________________________________________________________
(3) SEC USE ONLY
_____________________________________________________________________________
(4) SOURCE OF FUNDS **
WC
_____________________________________________________________________________
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
_____________________________________________________________________________
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
_____________________________________________________________________________
NUMBER OF (7) SOLE VOTING POWER
-0-
SHARES ______________________________________________________________
BENEFICIALLY (8) SHARED VOTING POWER
275,000
OWNED BY ______________________________________________________________
EACH (9) SOLE DISPOSITIVE POWER
-0-
REPORTING ______________________________________________________________
PERSON WITH (10) SHARED DISPOSITIVE POWER
275,000
_____________________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
275,000
_____________________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES ** [ ]
_____________________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
2.5%
_____________________________________________________________________________
(14) TYPE OF REPORTING PERSON **
PN
_____________________________________________________________________________
** SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE
CUSIP No. 171796105 13D Page 3 of 14 Pages
_____________________________________________________________________________
(1) NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS.
OF ABOVE PERSONS (ENTITIES ONLY)
DCF Advisers, L.L.C.
_____________________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [X]
(b) [ ]
_____________________________________________________________________________
(3) SEC USE ONLY
_____________________________________________________________________________
(4) SOURCE OF FUNDS **
WC
_____________________________________________________________________________
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
_____________________________________________________________________________
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
_____________________________________________________________________________
NUMBER OF (7) SOLE VOTING POWER
-0-
SHARES ______________________________________________________________
BENEFICIALLY (8) SHARED VOTING POWER
275,000
OWNED BY ______________________________________________________________
EACH (9) SOLE DISPOSITIVE POWER
-0-
REPORTING ______________________________________________________________
PERSON WITH (10) SHARED DISPOSITIVE POWER
275,000
_____________________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
275,000
_____________________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES ** [ ]
_____________________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
2.5%
_____________________________________________________________________________
(14) TYPE OF REPORTING PERSON **
OO
_____________________________________________________________________________
** SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE
CUSIP No. 171796105 13D Page 4 of 14 Pages
_____________________________________________________________________________
(1) NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS.
OF ABOVE PERSONS (ENTITIES ONLY)
DCF Capital, L.L.C.
_____________________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [X]
(b) [ ]
_____________________________________________________________________________
(3) SEC USE ONLY
_____________________________________________________________________________
(4) SOURCE OF FUNDS **
WC
_____________________________________________________________________________
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
_____________________________________________________________________________
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
_____________________________________________________________________________
NUMBER OF (7) SOLE VOTING POWER
-0-
SHARES ______________________________________________________________
BENEFICIALLY (8) SHARED VOTING POWER
255,000
OWNED BY ______________________________________________________________
EACH (9) SOLE DISPOSITIVE POWER
-0-
REPORTING ______________________________________________________________
PERSON WITH (10) SHARED DISPOSITIVE POWER
255,000
_____________________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
255,000
_____________________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES ** [ ]
_____________________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
2.3%
_____________________________________________________________________________
(14) TYPE OF REPORTING PERSON **
IA
_____________________________________________________________________________
** SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE
CUSIP No. 171796105 13D Page 5 of 14 Pages
_____________________________________________________________________________
(1) NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS.
OF ABOVE PERSONS (ENTITIES ONLY)
Douglas C. Floren
_____________________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [X]
(b) [ ]
_____________________________________________________________________________
(3) SEC USE ONLY
_____________________________________________________________________________
(4) SOURCE OF FUNDS **
WC
_____________________________________________________________________________
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
_____________________________________________________________________________
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
United States
_____________________________________________________________________________
NUMBER OF (7) SOLE VOTING POWER
42,000
SHARES ______________________________________________________________
BENEFICIALLY (8) SHARED VOTING POWER
530,000
OWNED BY ______________________________________________________________
EACH (9) SOLE DISPOSITIVE POWER
42,000
REPORTING ______________________________________________________________
PERSON WITH (10) SHARED DISPOSITIVE POWER
530,000
_____________________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
572,000
_____________________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES ** [ ]
_____________________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
5.3%
_____________________________________________________________________________
(14) TYPE OF REPORTING PERSON **
IN
_____________________________________________________________________________
** SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE
CUSIP No. 171796105 13D Page 6 of 14 Pages
Item 1. Security and Issuer.
This statement relates to the common stock, par value $0.01 (the "Common
Stock") of CIMA LABS INC. (the "Company"). The Company's principal executive
offices are located at 10000 Valley View Road, Eden Prairie, MN 55344-9361.
Item 2. Identity and Background.
(a) This statement is filed by:
(i) DCF Partners, L.P., a Delaware limited partnership ("DCF
Partners"), with respect to the shares of Common Stock directly
owned by it;
(ii) DCF Advisers, L.L.C., a Delaware limited liability company
("DCF Advisers"), with respect to the shares of Common Stock
directly owned by DCF Partners;
(iii) DCF Capital, L.L.C., a Delaware limited liability company
("DCF Capital"), which serves as investment manager to The DCF
Life Sciences Fund Limited, a company organized under the laws
of Bermuda ("DCF Life Sciences"), and to a managed account
(the "Managed Account"); and
(iv) Mr. Douglas C. Floren ("Mr. Floren") with respect to the
shares of Common Stock directly owned by each of DCF Partners,
DCF Life Sciences, the Managed Account and Mr. Floren. The
number of shares of Common Stock beneficially owned by Mr. Floren
reflects shares held in certain trusts for the benefit of family
members of Mr. Floren. Mr. Floren serves as the trustee of such
trusts, and as such maybe deemed the beneficial owner of the
shares of Common Stock held by such trusts. Mr. Floren has
dispositive and voting power over the shares of Common Stock held
by such trusts.
The foregoing persons are hereinafter sometimes
collectively referred to as the "Reporting Persons." Any
disclosures herein with respect to persons other than the
Reporting Persons are made on information and belief after
making inquiry to the appropriate party.
(b) The address of the principal business and principal office of DCF
Partners, DCF Advisers and DCF Capital is 660 Steamboat Road, Greenwich,
Connecticut 06830. The business address of Mr. Floren is 660 Steamboat Road,
Greenwich, Connecticut 06830.
(c) The principal business of DCF Partners is serving as a private
investment limited partnership investing primarily in the life sciences
industry. The principal business of DCF Advisers is serving as general partner
to DCF Partners. The principal business of DCF Capital is that of an
investment manager engaging in the purchase and sale of securities on behalf of
clients. Mr. Floren serves as the Managing Member of DCF Advisers. Mr. Floren
also serves as the Managing Member of DCF Capital.
<PAGE>
CUSIP No. 171796105 13D Page 7 of 14 Pages
(d) None of the Reporting Persons has, during the last five years,
been convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors).
(e) None of the Reporting Persons has, during the last five years, been
a party to a civil proceeding of a judicial or administrative body of competent
jurisdiction and, as a result of such proceeding, was, or is subject to, a
judgment, decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to, Federal or State securities laws or finding
any violation with respect to such laws.
(f) DCF Partners is a limited partnership organized under the laws of
the State of Delaware. DCF Advisers and DCF Capital are limited liability
companies organized under the laws of the State of Delaware. Mr. Floren is a
United States citizen.
Item 3. Source and Amount of Funds and Other Consideration.
The net investment cost (including commissions, if any) of the shares of
Common Stock directly owned by DCF Partners, DCF Life Sciences, the Managed
Account and Mr. Floren is approximately $3,408,439.50, $2,338,505.60,
$1,071,685.15 and $727,414.44, respectively. Neither DCF Advisers nor DCF
Capital owns directly any shares of Common Stock.
The shares of Common Stock purchased by DCF Partners, DCF Life Sciences,
the Managed Account and Mr. Floren were purchased with working capital.
Item 4. Purpose of the Transaction.
The purpose of the acquisition of the shares of Common Stock by the
Reporting Persons is for investment, and the purchases of the shares of Common
Stock by the Reporting Persons were made in the ordinary course of business and
were not made for the purpose of acquiring control of the Company. Although
the acquisition of the shares of Common Stock by the Reporting Persons is for
investment purposes, the Reporting Persons may pursue discussions with
management to maximize long-term value for shareholders. Each of the Reporting
Persons may make further purchases of shares of Common Stock from time to time
and may dispose of any or all of the shares of Common Stock held by him or it
at any time. None of the Reporting Persons has any plans or proposals which
relate to, or could result in, any of the matters referred to in paragraphs (b)
through (j), inclusive, of Item 4 of the Schedule 13D. Each of the Reporting
Persons may, at any time and from time to time, review or reconsider his or its
position and formulate plans or proposals with respect thereto, but has no
present intention of doing so.
<PAGE>
CUSIP No. 171796105 13D Page 8 of 14 Pages
Item 5. Interest in Securities of the Issuer.
A. DCF Partners, L.P.
(a) Aggregate number of shares beneficially owned: 275,000
Percentage: 2.5% The percentages used herein and in
the rest of Item 5 are calculated based upon the 10,862,989 shares of Common
Stock issued and outstanding as of August 10, 2000 as reflected in the
Company's Form 10-Q for the period ending June 30, 2000.
(b) 1. Sole power to vote or direct vote: -0-
2. Shared power to vote or direct vote: 275,000
3. Sole power to dispose or direct the disposition: -0-
4. Shared power to dispose or direct the disposition: 275,000
(c) The trading dates, number of shares of Common Stock purchased
or sold and the price per share for all transactions by DCF Partners in the
Common Stock within the last sixty days, which were all in the open market, are
set forth in Schedule A and are incorporated by reference.
(d) DCF Advisers, the general partner of DCF Partners, has the
power to direct the affairs of DCF Partners, including decisions respecting the
receipt of dividends from, and the disposition of the proceeds from the sale
of, the shares. Mr. Floren is the Managing Member of DCF Advisers and in that
capacity directs its operations.
(e) Not Applicable.
B. DCF Advisers, L.L.C.
(a) Aggregate number of shares beneficially owned: 275,000
Percentage: 2.5%
(b) 1. Sole power to vote or direct vote: -0-
2. Shared power to vote or direct vote: 275,000
3. Sole power to dispose or direct the disposition: -0-
4. Shared power to dispose or direct the disposition: 275,000
(c) DCF Advisers did not enter into any transactions in the
Common Stock of the Company within the last sixty days. The trading dates,
number of shares of Common Stock purchased or sold and the price per share for
all transactions in the Common Stock within the last sixty days on behalf of
DCF Partners, which were all in the open market, are set forth in Schedule A,
and are incorporated by reference.
(d) Not applicable.
(e) Not applicable.
C. DCF Capital, L.L.C.
(a) Aggregate number of shares beneficially owned: 255,000
Percentage: 2.3%
(b) 1. Sole power to vote or direct vote: -0-
2. Shared power to vote or direct vote: 255,000
3. Sole power to dispose or direct the disposition: -0-
4. Shared power to dispose or direct the disposition: 255,000
(c) DCF Capital did not enter into any transactions in the Common
Stock of the Company within the last sixty days. The trading dates, number of
shares of Common Stock purchased or sold and the price per share for all
<PAGE>
CUSIP No. 171796105 13D Page 9 of 14 Pages
transactions in the Common Stock on behalf of DCF Life Sciences and the Managed
Account within the last sixty days, which were all in the open market, are set
forth in Schedule B and are incorporated by reference.
(d) Each of the clients of DCF Capital has the power to direct
the receipt of dividends from or the proceeds of sale of such shares.
(e) Not Applicable.
D. Douglas C. Floren.
(a) Aggregate number of shares beneficially owned: 572,000
Percentage: 5.3%
(b) 1. Sole power to vote or direct vote: 42,000
2. Shared power to vote or direct vote: 530,000
3. Sole power to dispose or direct the disposition: 42,000
4. Shared power to dispose or direct the disposition: 530,000
(c) The trading dates, number of shares of Common Stock purchased
or sold and the price per share for all transactions in the Common Stock within
the last sixty days on behalf of DCF Partners, which were all in the open
market, are set forth in Schedule A, and are incorporated by reference. The
trading dates, number of shares of Common Stock purchased or sold and the price
per share for all transactions in the Common Stock within the last sixty days
on behalf of DCF Life Sciences and the Managed Account, which were all in the
open market, are set forth in Schedule B, and are incorporated by reference.
The trading dates, number of shares of Common Stock purchased or sold and the
price per share for all transactions in the Common Stock within the last 60
days on behalf of Mr. Floren, which were all in the open market, are set forth
in Schedule C, and are incorporated by reference.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer.
Other than the Joint Acquisition Statement attached as Exhibit 1 hereto,
there are no contracts, arrangements, understandings or relationships (legal or
otherwise) among the persons named in Item 2 hereof and between such persons
and any person with respect to any securities of the Company, including but not
limited to transfer or voting of any other securities, finder's fees, joint
ventures, loan or option arrangements, puts or calls, guarantees of profits,
divisions of profits or loss, or the giving or withholding of proxies.
Item 7. Materials to be Filed as Exhibits.
There is filed herewith as Exhibit 1 a written agreement relating to the
filing of joint acquisition statements as required by Rule 13d-1(k)(1) under
the Securities Exchange Act of 1934, as amended.
<PAGE>
CUSIP No. 171796105 13D Page 10 of 14 Pages
SIGNATURES
After reasonable inquiry and to the best of our knowledge and belief, the
undersigned certify that the information set forth in this statement is true,
complete and correct.
DATED: September 8, 2000
/s/ DOUGLAS C. FLOREN
---------------------
Douglas C. Floren, individually, and as
managing member of
DCF Advisers, L.L.C.,
general partner of
DCF Partners, L.P.,
and as managing member of
DCF Capital, L.L.C.
<PAGE>
CUSIP No. 171796105 13D Page 11 of 14 Pages
Schedule A
DCF PARTNERS, L.P.
Price Per Share
Date of Number of Shares (including commissions,
Transaction Purchased/(Sold) if any)
04/26/00 10,000 $13.62
05/19/00 5,000 $15.37
05/22/00 5,000 $16.50
06/01/00 5,000 $15.50
06/07/00 1,500 $20.12
06/22/00 5,000 $20.11
06/23/00 15,000 $20.43
08/11/00 5,000 $32.67
<PAGE>
CUSIP No. 171796105 13D Page 12 of 14 Pages
Schedule B
DCF CAPITAL, L.L.C. - MANAGED ACCOUNTS
Price Per Share
Date of Number of Shares (including commissions,
Transaction Client Purchased/(Sold) if any)
04/26/00 DCF Life Sciences 10,000 $13.63
05/05/00 The Managed Account 2,500 $17.75
05/25/00 DCF Life Sciences 5,000 $15.95
06/05/00 DCF Life Sciences 5,500 $19.21
06/05/00 The Managed Account 2,500 $19.21
06/06/00 DCF Life Sciences 7,500 $20.21
06/06/00 The Managed Account 5,000 $20.21
06/07/00 DCF Life Sciences 8,500 $20.12
06/23/00 DCF Life Sciences 10,000 $20.43
06/23/00 The Managed Account 5,000 $20.43
08/22/00 DCF Life Sciences 2,500 $25.12
08/28/00 The Managed Account 5,000 $38.00
08/28/00 The Managed Account 5,000 $37.63
<PAGE>
CUSIP No. 171796105 13D Page 13 of 14 Pages
Schedule C
DOUGLAS C. FLOREN
Price Per Share
Date of Number of Shares (including commissions,
Transaction Purchased/(Sold) if any)
05/24/00 5,000 $15.38
06/06/00 8,000 $20.45
06/06/00 1,000 $20.21
06/09/00 10,000 $19.75
08/22/00 3,000 $25.13
<PAGE>
CUSIP No. 171796105 13D Page 14 of 14 Pages
EXHIBIT 1
JOINT ACQUISITION STATEMENT
PURSUANT TO RULE 13D-1(k)1
The undersigned acknowledge and agree that the foregoing statement on Schedule
13D is filed on behalf of each of the undersigned and that all subsequent
amendments to this statement on Schedule 13D shall be filed on behalf of each
of the undersigned without the necessity of filing additional joint
acquisition statements. The undersigned acknowledge that each shall be
responsible for the timely filing of such amendments and for the completeness
and accuracy of the information concerning him or it contained therein, but
shall not be responsible for the completeness and accuracy of the information
concerning the others, except to the extent that he or it knows or has reason
to believe that such information is inaccurate.
Dated: September 8, 2000
/s/ DOUGLAS C. FLOREN
---------------------
Douglas C. Floren, individually, and as
managing member of
DCF Advisers, L.L.C.,
general partner of
DCF Partners, L.P.,
and as managing member of
DCF Capital, L.L.C.
