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
September 19, 2003
Date of report (Date of earliest event reported)
CIMA LABS INC.
(Exact Name of Registrant as Specified in its Charter)| | | | | |
| Delaware | | 0-24424 | | 41-1569769 |
| |
| |
|
| (State of Incorporation) | | (Commission File Number) | | (I.R.S. Employer
Identification No.) |
10000 Valley View Road
Eden Prairie, Minnesota | | | | 55344-9361 |
| | | |
|
(Address of Principal
Executive Offices) | | | | (Zip Code) |
(952) 947-8700
(Registrant’s Telephone Number, Including Area Code)
TABLE OF CONTENTS
Item 5. Other Events.
On September 19, 2003, CIMA LABS INC., a Delaware corporation (“CIMA”), issued a press release announcing that after consulting with its financial and legal advisors, the board of directors of CIMA concluded that Cephalon’s September 10, 2003 revised acquisition proposal did not constitute a Superior Proposal (as defined in the merger agreement entered into by and between CIMA and aaiPharma Inc., a Delaware corporation (“aaiPharma”)), but that there is a reasonable likelihood that Cephalon’s revised acquisition proposal would reasonably be expected to result in a Superior Proposal. CIMA’s letter to Cephalon further stated that upon Cephalon signing a confidentiality agreement on terms no less favorable than those in CIMA’s confidentiality agreement with aaiPharma, it would be prepared to furnish Cephalon with nonpublic information about CIMA and to enter into discussions to explore the possibility of a mutually agreeable transaction.
The press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 7(c). Exhibits.
See Exhibit Index.
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.
Date: September 19, 2003
| | | | | |
| | | CIMA LABS INC. |
| | | | | |
| | | By: | | /s/ JAMES C. HAWLEY |
| | | | |
|
| | | | | James C. Hawley
Vice President, Chief Financial
Officer and Secretary |
Exhibit Index
| | | | | |
| Exhibit No. | | Description | | Method of Filing |
| |
| |
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| 99.1 | | Press Release dated September 19, 2003. | | Filed herewith |
