================================================================================
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
August 20, 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)
================================================================================
ITEM 5. OTHER EVENTS.
On August 21, 2003, CIMA LABS INC., a Delaware corporation ("CIMA"),
announced that it received a letter from Cephalon, Inc., a Delaware corporation
("Cephalon"), proposing an alternative transaction to the proposed merger of
CIMA and aaiPharma Inc., a Delaware corporation ("aaiPharma") announced on
August 5, 2003. According to the letter, Cephalon's board of directors has
authorized Cephalon to propose an alternative transaction in which Cephalon
would acquire all of CIMA's outstanding shares at a price of $26 per share in
cash. The letter states that, subject to the satisfactory completion of
confirmatory due diligence, Cephalon would be prepared to enter into a
definitive merger agreement providing for a tender offer followed by a merger.
On August 21, 2003, CIMA issued a press release announcing that it had
received Cephalon's proposal. The press release and the Cephalon letter are
attached hereto as Exhibits 99.1 and 99.2, respectively, and are 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: August 25, 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
----------- ----------- ----------------
99.1 Press Release dated August 21, 2003. Filed herewith
99.2 Letter to CIMA LABS INC. from Cephalon, Inc. dated as of
August 20, 2003. Filed herewith