8-K 1 a92661e8vk.txt FORM 8-K DATED AUGUST 20, 2003 ================================================================================ 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