Filed by CIMA LABS INC.
                           Pursuant to Rule 425 under the Securities Act of 1933
                                        and deemed filed pursuant to Rule 14a-12
                                       under the Securities Exchange Act of 1934

                                                 Subject Company: aaiPharma Inc.
                                                     Commission File No. 0-21185


This filing relates to the merger transaction between CIMA LABS INC., a Delaware
corporation ("Cima"), aaiPharma Inc., a Delaware corporation ("aaiPharma"),
Scarlet Holding Corporation, a Delaware corporation ("Holding Company"), Scarlet
MergerCo, Inc., a Delaware corporation and a direct, wholly owned subsidiary of
Holding Company ("S MergerCo"), and Crimson MergerCo, Inc., a Delaware
corporation and a direct, wholly owned subsidiary of Holding Company ("C
MergerCo"), pursuant to an Agreement and Plan of Merger, dated as of August 5,
2003 (the "Merger Agreement"). The Merger Agreement is on file with the
Securities and Exchange Commission as an exhibit to the Current Report on Form
8-K, as amended, filed by Cima on August 6, 2003.

ADDITIONAL INFORMATION AND WHERE TO FIND IT

      In connection with a proposed business combination transaction, Scarlet
Holding Corporation, the holding company in the proposed transaction, intends to
file with the Securities and Exchange Commission (the "SEC") a registration
statement on Form S-4 that will include a joint proxy statement/prospectus and
other relevant documents in connection with the proposed transaction. Investors
of aaiPharma and Cima are urged to read the joint proxy statement/prospectus and
other relevant materials when they become available because they will contain
important information about Cima, aaiPharma and the proposed transaction.
Investors may obtain a free copy of these materials (when they are available)
and other documents filed with the Securities and Exchange Commission at the
SEC's website at www.sec.gov. A free copy of the joint proxy
statement/prospectus when it becomes available may also be obtained from
aaiPharma Inc., 2320 Scientific Park Drive, Wilmington, North Carolina 28405 or
CIMA LABS INC., 10000 Valley View Road, Eden Prairie, Minnesota 55344. In
addition, investors may access copies of the documents filed with the SEC by
aaiPharma on aaiPharma's website at www.aaiPharma.com and may access copies of
the documents filed with the SEC by Cima on Cima's website at www.cimalabs.com.

      aaiPharma, Cima and their respective directors, executive officers and
certain other members of management and employees may be soliciting proxies from
their respective stockholders in favor of the proposed merger. Information
regarding the persons who may, under the rules of the SEC, be considered to be
participants in the solicitation of aaiPharma's stockholders in connection with
the proposed merger is set forth in aaiPharma's proxy statement for its 2003
annual meeting, dated April 8, 2003 and filed with the SEC on April 11, 2003,
and

information regarding the persons who may, under the rules of the SEC, be
considered to be participants in the solicitation of Cima's stockholders in
connection with the proposed transaction is set forth in Cima's proxy statement
for its 2003 annual meeting, dated April 14, 2003 and filed with the SEC on
April 11, 2003.

      Additional information regarding these individuals and any interest they
have in the proposed transaction will be set forth in the joint proxy
statement/prospectus when it is filed with the SEC.

FORWARD-LOOKING STATEMENTS

     The materials attached below may contain forward-looking statements within
the meaning of the "safe harbor" provisions of the Private Securities Litigation
Reform Act of 1995. These statements are based on the current expectations and
beliefs of the management of aaiPharma and Cima and are subject to a number of
factors and uncertainties that could cause actual results to differ materially
from those described in the forward-looking statements. The forward-looking
statements contained in this press release include statements about future
financial and operating results and the proposed merger of aaiPharma and Cima.
These statements are not guarantees of future performance, involve certain
risks, uncertainties and assumptions that are difficult to predict, and are
based upon assumptions as to future events that may not prove accurate.
Therefore, actual outcomes and results may differ materially from what is
expressed herein.

      Risks and uncertainties pertaining to the following factors, among others,
could cause actual results to differ materially from those described in the
forward-looking statements: the ability of aaiPharma and Cima to obtain the
stockholder and regulatory approvals required for the merger; the new company's
ability to successfully integrate the businesses of the two companies;
unexpected costs involved in the merger or to the new company's ability to
achieve cost-cutting synergies; the impact of uncertainty surrounding the merger
on the businesses of the two companies; the impact of competition, new data,
supply issues or marketplace trends on the market for the companies' products;
deterioration in the business of aaiPharma or Cima prior to closing; technical,
regulatory or manufacturing issues; new data or intellectual property disputes
that may affect the companies' programs; the ability of the new company to
develop and market products in a timely manner; and difficulties in gaining
approval of new products. Additional economic, business, competitive and/or
regulatory factors affecting aaiPharma's and Cima's businesses generally that
may cause actual results to differ materially are discussed in their respective
filings with the SEC, including their Annual Reports on Form 10-K for the fiscal
year ended December 31, 2002, especially in the Management's Discussion and
Analysis section, their most recent Quarterly Reports on Form 10-Q and their
Current Reports on Form 8-K. aaiPharma and Cima do not undertake any obligation
to (and expressly disclaim any such obligation to) update or alter their
forward-looking statements, whether as a result of new information, future
events or otherwise.

     Attached below is the text of a letter to employees from Dr. Philip
Tabbiner posted on a joint Cima/aaiPharma website related to the merger.




                      EMPLOYEE-ONLY WEB SITE COMMUNICATION
                      ------------------------------------


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August 7, 2003

Dear Colleagues:

On Tuesday we announced a merger between aaiPharma and CIMA Labs (see press
release), two unique research and development-based specialty pharmaceutical
companies with remarkably complementary business platforms. This exciting
transaction accelerates our mutual strategy of maximizing a strong science-base
to develop, enhance and commercialize proprietary pharmaceutical brands.

Together, our companies will create a powerful, new science-based specialty
pharmaceutical company under the leadership of an experienced management team.
We expect this merger will greatly benefit our company by:

         -        Adding attractive proprietary technologies-particularly CIMA's
                  fast-dissolve technology--that can be applied to our acquired
                  brands such as Darvocet(tm) to accelerate pipeline development
                  and drive revenue growth;

         -        Providing us with even stronger R&D and manufacturing
                  infrastructures through CIMA's dedicated R&D staff of nearly
                  80 professionals, 1 billion blister tablet manufacturing
                  capacity in 2004, and a total of 950 million bottle tablet
                  manufacturing capacity to be operational in 2004;

         -        Further strengthening our industry leading contract
                  development services through complementary relationships with
                  leading pharmaceutical companies including Organon, Astra
                  Zeneca, Wyeth, Novartis and Bristol-Myers Squibb;

         -        Boosting our market cap profile to approaching $1B and
                  potentially expanding our shareholder base;

         -        Strengthening our balance sheet by significantly lowering our
                  debt and increasing our cash position, which enables us to
                  support further product acquisitions.

With anticipated 2004 revenues of between $405 million and $415 million, and
earnings per share target of between $1.25 and $1.30 in 2004, the new company
will be better positioned for success in the marketplace, which will also
translate into more career opportunities for our employees.

Given the complementary nature of our two organizations, there is little overlap
in terms of jobs and facilities. The combined organization will be based in
Wilmington, North Carolina. CIMA employs a highly skilled R&D and manufacturing
workforce of over 274 employees, based in Minnesota. The employees, intellectual
property and facilities of CIMA are an excellent addition to aaiPharma's
capabilities, and we will maintain their operations in Minnesota. For more
information, please see the Fact Sheet.



Over the next several months, while the integration plans are being finalized
and the merger is being reviewed for approval by the various regulatory agencies
and our shareholders, we will provide you with additional information about CIMA
and aaiPharma, and the benefits of combining our talents and resource. As we
move forward, it is critical that we maintain our focus on delivering on our
commitments to shareholders and customers, driving sales of our products,
commercializing our pipeline and succeeding with projects for our external
clients. I will be appointing an integration team shortly, reporting to me, to
oversee the merger and ensure that our employees can continue their work with
minimal disruption.

This web site is designed to be a clearinghouse for events and information
related to the merger. We hope you will find the contents useful and
informative. Please use the feedback tool to provide us with comments or ask
questions about the merger.

This is a tremendous opportunity for both of our companies to realize our
objectives and accelerate our business strategies. I look forward to celebrating
this good news with you in the weeks ahead.

Regards,

Dr. Philip S. Tabbiner
President and CEO
aaiPharma









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