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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 2, 2000
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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CIMA LABS INC.
(Exact Name of Registrant as Specified in its Charter)
DELAWARE 41-1569769
(State or Other Jurisdiction of (I.R.S. Employer Identification Number)
Incorporation)
10000 VALLEY VIEW ROAD
EDEN PRAIRIE, MINNESOTA 55344-9361
(952) 947-8700
(Address and Telephone Number of Principal Executive Offices)
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JOHN M. SIEBERT, Ph.D.
CHIEF EXECUTIVE OFFICER
CIMA LABS INC.
10000 VALLEY VIEW ROAD
EDEN PRAIRIE, MINNESOTA 55344-9361
(952) 947-8700
(Name, Address, and Telephone Number of Agent for Service)
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Copies to:
GALE R. MELLUM, ESQ.
KEYNA PIDCOCK SKEFFINGTON, ESQ. AMY E. AYOTTE, ESQ.
FAEGRE & BENSON LLP DORSEY & WHITNEY LLP
2200 WELLS FARGO CENTER 220 SOUTH SIXTH STREET
MINNEAPOLIS, MINNESOTA 55402 MINNEAPOLIS, MINNESOTA 55402
(612) 336-3000 (612) 340-2600
FAX (612) 336-3026 FAX (612) 340-2868
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APPROXIMATE DATE OF PROPOSED SALE TO THE PUBLIC: As soon as practicable
after the effective date of this Registration Statement.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [ ]
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [X] 333-47558
If this form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
CALCULATION OF REGISTRATION FEE
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TITLE OF EACH CLASS OF SECURITIES TO AMOUNT PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
BE REGISTERED TO BE OFFERING PRICE PER AGGREGATE AMOUNT OF
REGISTERED SHARE (1) OFFERING PRICE (1) REGISTRATION FEE
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Common Stock, $.01 par value 517,500 shares $53.80 $27,841,500 $7,350
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(1) Estimated solely for the purpose of the registration fee pursuant to
Rule 457(c) based on the average of the high and low sales prices per
share of the Registrant's Common Stock on November 1, 2000 as reported
on the Nasdaq National Market.
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INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
CIMA LABS INC. is filing this Registration Statement pursuant to Rule
462(b) under the Securities Act of 1933, as amended. This Registration Statement
relates to the public offering of Common Stock of CIMA LABS contemplated by the
Registration Statement on Form S-3 (333-47558) filed by CIMA LABS with the
Securities and Exchange Commission on October 6, 2000, as amended by Amendment
No. 1 thereto filed on October 13, 2000, which was declared effective on
November 1, 2000 (the "Prior Registration Statement"). CIMA LABS is filing this
Registration Statement for the sole purpose of increasing the number of shares
of Common Stock offered by 517,500 shares. The contents of the Prior
Registration Statement are incorporated herein by reference.
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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-3 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 November 2,
2000.
CIMA LABS INC.
By /s/ John M. Siebert
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John M. Siebert, Ph.D.
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons, representing a
majority of the Board of Directors, in the capacities indicated on November 2,
2000.
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SIGNATURE TITLE
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<S> <C>
* President, Chief Executive Officer (Principal Executive Officer)
------------------------------------------------ and Director
John M. Siebert, Ph.D.
* Chief Financial Officer (Principal Financial and Accounting
------------------------------------------------ Officer) and Secretary
David A. Feste
* Director
------------------------------------------------
Terrence W. Glarner
* Director
------------------------------------------------
Steven B. Ratoff
* Director
------------------------------------------------
Joseph R. Robinson
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*John M. Siebert, by signing his name hereto, does hereby sign this document on
behalf of himself and each of the other above-named executive officer and
directors of the Registrant pursuant to powers of attorney duly executed by such
person.
/s/ John M. Siebert
------------------------------------------------
John M. Siebert
II-1
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EXHIBIT INDEX
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EXHIBIT DESCRIPTION OF DOCUMENT METHOD OF FILING
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<S> <C> <C>
5 Opinion of Faegre & Benson LLP. Filed Electronically
23.1 Consent of Faegre & Benson LLP (included in Exhibit 5). Filed Electronically
23.2 Consent of Ernst & Young LLP. Filed Electronically
24 Powers of Attorney. (1) Incorporated by Reference
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(1) Incorporated by reference to Exhibit 24 to the Registrant's
Registration Statement on Form S-3, as amended (Registration No.
333-47558).
