-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Ljxs4s1aoL+VUJAgo8CRltFD6tTQA/1Cnb1zuSXwv/TYbA3uwVydOsVrUA/wj22y p2lCskZWu2G93GRiNeGzPA== 0000950124-00-002228.txt : 20000417 0000950124-00-002228.hdr.sgml : 20000417 ACCESSION NUMBER: 0000950124-00-002228 CONFORMED SUBMISSION TYPE: S-3 PUBLIC DOCUMENT COUNT: 10 FILED AS OF DATE: 20000414 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CIMA LABS INC CENTRAL INDEX KEY: 0000833298 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 411569769 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3 SEC ACT: SEC FILE NUMBER: 333-34828 FILM NUMBER: 602109 BUSINESS ADDRESS: STREET 1: 10000 VALLEY VIEW ROAD CITY: EDEN PRAIRIE STATE: MN ZIP: 55344-9361 BUSINESS PHONE: 6129478700 MAIL ADDRESS: STREET 1: 10000 VALLEY VIEW ROAD CITY: EDEN PRAIRIE STATE: MN ZIP: 55344-9361 S-3 1 REGISTRATION STATEMENT 1 As filed with the Securities and Exchange Commission on April 14, 2000 Registration No. 333- ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 ---------------------- FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ---------------------- 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) --------------- 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) ------------------------------ copy to: Gale R. Mellum, Esq. Peggy Steif Abram, Esq. Faegre & Benson LLP 2200 Norwest Center 90 South Seventh Street Minneapolis, Minnesota 55402 (612) 336-3000 Fax (612) 336-3026 ------------------------------ Approximate date of commencement of proposed sale to the public: From time to time 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. [X] 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 earlier effective registration statement for the same offering. [ ] ______________________________ 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
==================================================================================================================== Proposed Proposed maximum Title of Amount maximum aggregate Amount of securities to to be offering price offering registration be registered registered per share (1) price (1) fee - ------------------------ ------------------------ ---------------------- --------------------- --------------------- Common Stock, $.01 par value 1,100,000 shares $17.563 $19,218,750 $5,101 ====================================================================================================================
(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 April 13, 2000 as reported on the Nasdaq National Market. ------------------------------- THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A), MAY DETERMINE. ================================================================================ 2 The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted. Subject to completion. Dated April 14, 2000. PROSPECTUS 1,100,000 SHARES CIMA LABS INC. COMMON STOCK ---------------------- This prospectus relates to shares of our common stock that may be sold by the selling stockholders named under "Selling Stockholders." We will not receive any of the proceeds from the sale of those shares. Our common stock is traded on the Nasdaq National Market under the symbol "CIMA." On April 13, 2000, the last sale price for the common stock, as reported on the Nasdaq National Market, was $17.875 per share. SEE "RISK FACTORS" BEGINNING ON PAGE 2 FOR FACTORS YOU SHOULD CONSIDER BEFORE BUYING SHARES OF THE COMMON STOCK. ------------------------ Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. --------------------------- , 2000 3 CIMA LABS INC. We develop and manufacture fast-dissolve and enhanced-absorption oral drug delivery systems. OraSolv and DuraSolv, our leading proprietary fast-dissolve technologies, are oral dosage forms incorporating taste-masked active drug ingredients into tablets which dissolve quickly in the mouth without chewing or water. We currently manufacture and package five commercial products incorporating our proprietary fast-dissolve technologies. We develop applications for our technologies that we license to pharmaceutical company partners. We generate revenue from licensing fees, product development fees, selling products we have manufactured that use our fast-dissolve technologies and royalties. We were incorporated in Delaware in 1986. Our executive offices are located at 10000 Valley View Road, Eden Prairie, Minnesota 55344-9361. Our telephone number is (952) 947-8700 and our web site is www.cimalabs.com. The information on our website is not incorporated into and is not intended to be a part of this prospectus. RISK FACTORS You should consider carefully the following risks before you decide to buy our common stock. The risks and uncertainties described below are not the only ones facing our company. Additional risks and uncertainties also may impair our business operations. Any of the following risks may cause our business, financial condition and results of operations to suffer. This could cause the trading price of our common stock to decline and you may lose all or part of the money paid to buy our common stock. RISK RELATED TO OUR COMPANY WE HAVE A LIMITED OPERATING HISTORY ON WHICH TO EVALUATE OUR PROSPECTS. We recorded the first commercial sales of products using our fast-dissolve technologies in early 1997. Since 1997, we have generated revenues from product development fees, licensing arrangements, sales of products using our fast-dissolve technologies and from royalties. We are currently making the transition from research and product development operations with limited production to commercializing our technologies and expanding our production capabilities, in addition to research and product development activities. Accordingly, we have only a limited operating history and our business and prospects must be evaluated in light of the risks and uncertainties of a company with a limited operating history and, in particular, one in the pharmaceutical industry. Many of these risks are discussed in the subheadings below. WE MAY NOT BE PROFITABLE IN THE FUTURE. We have accumulated aggregate net losses from inception through December 31, 1999 of approximately $46 million. Our losses have resulted principally from the research and product development costs for our drug delivery technologies and from general and administrative costs. If we are not profitable, the market price of our stock may fall. Profitable operations depend on a number of factors, many of which are beyond our direct control. These factors include: o the demand for our products; o our ability to manufacture our products efficiently and with the required quality; o our ability to increase our manufacturing capacity; o the level of product and price competition; o our ability to develop additional commercial applications for our products; o our ability to control our costs; and o general economic conditions. 2 4 THE LOSS OF ONE OF OUR MAJOR CUSTOMERS COULD HARM OUR BUSINESS. Revenues from our three largest customers represented over 85% of our total revenues for the year ended December 31, 1999. The loss of any one of those customers could have a material adverse effect on our business and results of operations. If we cannot broaden our customer base, we will continue to depend on a few customers for the majority of our revenues. We may be unable to negotiate favorable business terms with customers that represent a significant portion of our revenues and our business and results of operations may be adversely affected. IF WE DO NOT ENTER INTO ADDITIONAL COLLABORATIVE AGREEMENTS WITH PHARMACEUTICAL COMPANIES, WE MAY NOT BE ABLE TO BECOME PROFITABLE. Our revenues depend on entering into collaborative agreements with pharmaceutical companies to develop, test, obtain governmental approval for, and commercialize oral dosage forms of active pharmaceutical ingredients using our drug delivery technologies. We currently have collaborative agreements with six pharmaceutical companies. If we do not enter into additional agreements in the future, or if our current or future agreements do not result in successful marketing of our products, our financial condition and results of operations could be materially adversely affected. In addition, we cannot be sure that: o we will be able to enter into collaborative agreements to develop additional products using our drug delivery technologies; o any existing or future collaborative agreements will result in additional commercial products, or that any of these products will be successful; o we will meet the milestones established in our current or future collaborative agreements; or o we will successfully develop new drug delivery technologies that will be attractive to potential pharmaceutical company partners. WE RELY ON THIRD PARTIES TO MARKET, DISTRIBUTE AND SELL THE PRODUCTS INCORPORATING OUR DRUG DELIVERY TECHNOLOGIES AND THOSE THIRD PARTIES MAY NOT PERFORM. We develop, manufacture and sell our products through relationships with our pharmaceutical company partners. The timing and other aspects of the development of products are sometimes out of our control, as the other party to the relationship may have priorities that differ from ours. Therefore, the timing of the commercialization of our products under development may be subject to unanticipated delays. Further, our drug delivery technologies are incorporated into the oral dosage forms of products marketed and sold by our pharmaceutical company partners and we do not have a direct marketing channel to consumers for our drug delivery technologies. Therefore, the success of the products incorporating our technologies will depend on the success of the marketing organizations of our pharmaceutical company partners, as well as the level of priority assigned to the marketing of our products by these entities, which may differ from our priorities. If one or more of our pharmaceutical company partners fail to pursue the development of, or the marketing of, our products as planned, our business may be adversely affected. IF WE CANNOT INCREASE OUR PRODUCTION CAPACITY, OUR BUSINESS WILL SUFFER. We must increase our production capacity to meet expected demand for our products. We currently have one production line and a second line is being developed. We expect our second production line to be operational in the second half of 2001, although we may experience difficulties that could delay our ability to increase our manufacturing capacity. Production lines in the pharmaceutical industry generally take 16 to 3 5 24 months to complete because of the long lead times required for precision production equipment and the lengthy testing and approval process. We cannot be sure that our production capacity can be increased quickly enough to meet the requirements of our pharmaceutical company partners with whom we are developing our drug delivery technologies. If we are unable to increase our production capacity as scheduled, our revenues may be reduced and our relationship with our pharmaceutical company partners may be harmed. WE HAVE A SINGLE MANUFACTURING FACILITY AND OUR BUSINESS WOULD SUFFER IF WE WERE TO LOSE ITS PRODUCTION CAPACITY. All of the products that we produce are manufactured on our existing production line in our Eden Prairie facility. If our existing production line or facility becomes incapable of manufacturing products for any reason, we would have no other means of producing products incorporating our drug delivery technologies until we are able to restore the manufacturing capability at our facility or develop an alternative manufacturing facility. Although we carry business interruption insurance to cover lost revenues and profits in an amount we consider adequate, this insurance does not cover all possible situations. In addition, our business interruption insurance would not compensate us for the loss of opportunity and potential adverse impact on relations with our existing pharmaceutical company partners resulting from our inability to produce products for them. WE RELY ON A SINGLE SOURCE FOR SOME OF OUR RAW MATERIALS AND OUR BUSINESS COULD SUFFER IF THE MATERIALS WERE NOT AVAILABLE FROM THEIR CURRENT SOURCE. We rely on a single supplier for some of our raw materials and packaging supplies. If these raw materials or packaging supplies were no longer available, our manufacturing operations may be interrupted until another supplier could be identified, its products validated and trading terms with it negotiated. We cannot be sure that an alternative supplier could be identified in a timely manner, or at all, or that favorable terms could be negotiated with an alternative supplier. Any disruptions in our manufacturing operations from the loss of a supplier could have a material adverse effect on our results of operations, and potentially damage our relations with our pharmaceutical company partners. OUR ABILITY TO DEVELOP ADDITIONAL PRODUCTS IS UNCERTAIN. We intend to continue to enhance our current technologies and pursue additional proprietary drug delivery technologies. Even if these technologies appear promising during various stages of development, we may not be able to develop commercial applications for them because: o the potential technologies may fail clinical studies; o we may not find a pharmaceutical company to adopt the technologies; o it may be difficult to apply the technologies on a commercial scale; or o the technologies may be uneconomical to market. If we are unable to develop new commercial applications for our proprietary drug delivery technologies, our business may be adversely affected. IF PATIENTS AND PHYSICIANS DO NOT ACCEPT OUR DRUG DELIVERY TECHNOLOGIES, WE MAY BE UNABLE TO GENERATE SIGNIFICANT REVENUES, IF ANY. Our revenues depend on ultimate patient and physician acceptance of our drug delivery technologies as an alternative to conventional drug delivery systems. If our drug delivery technologies are not accepted in the marketplace, our pharmaceutical company partners may be unable to successfully 4 6 market and sell our products, which would limit our ability to generate revenues and harm our results of operations. The degree of acceptance of any drug delivery system depends on a number of factors. These factors include, but are not limited to: o demonstrated clinical efficacy and safety; o cost-effectiveness; o convenience and ease of administration; o advantages over alternative drug delivery systems; and o marketing and distribution support. In addition, we expect that products incorporating our drug delivery technologies will be priced slightly higher than conventional swallowable or chewable tablets. Because only a limited number of products incorporating our drug delivery technologies are commercially available, we cannot be sure of the level of market acceptance of our drug delivery technologies. DEMAND FOR SOME OF OUR PRODUCTS IS SEASONAL, AND OUR OPERATING RESULTS MAY SUFFER DURING PERIODS WHEN DEMAND IS LIGHT. Certain non-prescription products we manufacture are used to treat seasonal ailments such as colds and the flu. In 1999, revenue from Novartis, which included sales of our Triaminic products, royalties on sales of Triaminic by Novartis and product development fees, represented 42% of our total revenues. Our partners may not market our products in off-seasons and our operating results consequently may suffer. We are focused on developing a mix of non-prescription and prescription products to reduce these seasonal variations but we may not be successful. IF WE CANNOT ADEQUATELY PROTECT OUR PATENT AND PROPRIETARY RIGHTS, OUR BUSINESS WILL SUFFER. Our success depends, in part, on our ability to obtain and enforce patents for our products, processes and technologies and to preserve our trade secrets and other proprietary information. We have been granted seven patents on our drug delivery systems in the U.S., which will expire beginning in 2010. We cannot be sure that any patent applications relating to our potential products, processes and technologies will result in patents being issued. Our current patents may not be valid or enforceable, or protect us against competitors who challenge our patents, or obtain patents that may have an adverse effect on our ability to conduct business, or who are able to circumvent our patents. Further, we cannot be sure that we will have the necessary financial resources to enforce our patents. To protect our trade secrets and proprietary technologies and processes, we rely, in part, on confidentiality agreements with our employees, consultants and advisors. We cannot be sure that these agreements will prove adequate protection for our trade secrets and other proprietary information in the event of any unauthorized use or disclosure, or if others lawfully develop the information. WE MAY BE SUBJECT TO CLAIMS THAT OUR TECHNOLOGIES, OR THE PRODUCTS IN WHICH THEY ARE USED, INFRINGE ON THE PROPRIETARY RIGHTS OF OTHERS. The manufacture, use or sale of our drug delivery technologies may infringe the patent rights of others. We may be unable to avoid infringement of those patents and we may have to seek licenses, defend infringement actions or challenge the validity of those patents in court. We cannot be sure that, if required, licenses from third parties will be available to us on terms and conditions acceptable to us, if at all, or that we would prevail in any patent litigation. If we could not obtain required licenses, are found liable for infringement, or are not able to have these patents declared invalid, we may be liable for 5 7 significant monetary damages, encounter significant delays in bringing products to market, or be precluded from participating in the manufacture, use or sale of products or methods of drug delivery covered by the patents of others. We cannot be sure that we have identified, or will identify in the future, U.S. and foreign patents that pose a risk of potential infringement claims. We enter into collaborative agreements with pharmaceutical companies to apply our drug delivery technologies to drugs developed by others and, ultimately, receive license revenues and product development fees, as well as revenues from the sale of products incorporating our technology and royalties. The drugs are generally the property of the pharmaceutical companies and may be the subject of patents or patent applications and other forms of protection owned by the pharmaceutical companies. To the extent those patents or other forms of protection expire, become invalid or otherwise ineffective, or to the extent the drugs are covered by patents or other forms of protection owned by third parties, sales of the drugs by the collaborating pharmaceutical company may be restricted, limited or may cease. Our revenues, in that event, may be adversely affected. WE MAY NOT BE ABLE TO OBTAIN REGULATORY APPROVAL FOR OUR PRODUCTS ON A TIMELY BASIS, OR AT ALL. All new pharmaceutical products, including our products and those under development, are subject to extensive and rigorous regulation by the federal government, principally the U.S. Food and Drug Administration, or FDA, and by state and local government agencies. These regulations govern the research, development, testing, manufacture, safety, storage, record keeping, labeling, advertising and promotion and marketing and distribution of pharmaceutical products. If marketed abroad, these products also are subject to regulation by foreign governments. The process for obtaining FDA approvals for drug products is generally lengthy, expensive and uncertain. Securing FDA approvals often requires applicants to submit extensive clinical data and supporting information to the FDA. We depend on external laboratories and medical institutions to conduct pre-clinical and clinical testing of our products in compliance with clinical and laboratory practices established by the FDA. The data obtained from pre-clinical and clinical testing is subject to varying interpretations that could delay, limit or prevent regulatory approval. Delays or rejection also may occur due to changes in FDA approval policy during the development period, or changes in regulatory review for each submitted New Drug Application. Even if the FDA approves a product, the approval may limit the uses or "indications" for which a product may be marketed, or may require further studies. The FDA also can withdraw product clearances and approvals for failure to comply with regulatory requirements or if unforeseen problems follow initial marketing. Once a drug product is approved, the Division of Drug Marketing, Advertising and Communication, or DDMAC, the FDA's marketing surveillance department within the Center for Drugs, must approve marketing claims asserted by our pharmaceutical company partners, which are the basis for a product's labeling, advertising and promotion. We cannot be sure that the claims our pharmaceutical company partners are asserting about our drug delivery technology, or the drug product itself, will be approved by DDMAC. If our pharmaceutical company partners fail to obtain from DDMAC acceptable marketing claims for a product, our business and results of operations could be materially adversely affected. If we, or pharmaceutical companies with whom we are developing our technologies, fail to comply with applicable FDA and other regulatory requirements, we, and they, may be subject to sanctions, including: o warning letters; o fines; 6 8 o product seizures or recalls; o injunctions; o refusals to permit products to be imported into or exported out of the U.S.; o total or partial suspension of production; o withdrawals of previously approved marketing applications; and o criminal prosecutions. Manufacturers of drugs also must comply with applicable Good Manufacturing Practices, or GMP, requirements, which relate to product testing, quality assurance and maintaining records and documentation. We cannot be sure that we will be able to comply with the applicable GMP and other FDA regulatory requirements for manufacturing as we expand our manufacturing operations, which would impair our business. If our products are marketed in foreign jurisdictions, we, and the pharmaceutical companies with whom we are developing our technologies, must obtain required regulatory approvals from foreign regulatory agencies and comply with extensive regulations regarding safety and quality. We cannot be sure that we will obtain all necessary regulatory approvals or that we will not be required to incur significant costs in obtaining or maintaining any foreign regulatory approvals. If approvals to market our products are delayed, if we fail to receive these approvals, or if we lose previously received approvals, our business would be impaired. WE MAY HAVE DIFFICULTY MANAGING OUR GROWTH. Any failure to properly manage our growth may have a material adverse effect on our business, operating results and financial condition. The rapid growth that we have experienced places significant challenges on our management, administrative and operational resources. To properly manage this growth, we must, among other things, implement additional and improve existing administrative, financial and operational systems, procedures and controls on a timely basis. We will also need to expand our finance, administrative and operations staff. We may not be able to complete the improvements to our systems, procedures and controls necessary to support our future operations in a timely manner. Management may not be able to hire, train, integrate, retain, motivate and manage required personnel and may not be able to successfully identify, manage and exploit existing and potential market opportunities. Improving our systems and increasing our staff will increase our operating expenses. Our failure to generate additional revenue in excess of increased operating expenses in any fiscal period could have a material adverse effect on our financial results for that period. WE DEPEND ON KEY PERSONNEL AND MUST CONTINUE TO ATTRACT AND RETAIN KEY PERSONNEL. Our success depends upon the continued contributions of our executive officers and scientific and technical personnel. During our operating history, many key responsibilities within our company have been assigned to a relatively small number of individuals. The competition for qualified personnel is intense, and the loss of services of key personnel could adversely affect our business. In particular, the loss of the services of John Siebert, our Chief Executive Officer, and John Hontz, our Chief Operating Officer, could have a material adverse effect on our operations. We have an employment agreement through December 31, 2000 with Dr. Seibert. We rely on our consultants to assist us in formulating our research and development strategy. All of our consultants are otherwise employed and each of these consultants may have commitments to other entities that may limit their availability to us or other interests that may conflict with our interests. 7 9 WE MAY FACE PRODUCT LIABILITY CLAIMS RELATED TO PARTICIPATION IN CLINICAL TRIALS OR THE USE OR MISUSE OF OUR PRODUCTS. The testing, manufacturing and marketing of products utilizing our drug delivery technologies may expose us to potential product liability and other claims resulting from their use. We cannot be sure that any indemnification we have obtained, or may obtain, from contract research organizations or pharmaceutical companies conducting human clinical trials on our behalf protect us from product liability claims or from the costs of related litigation. Similarly, we cannot be sure that any indemnification we have obtained, or may obtain, from pharmaceutical companies with whom we are developing our drug delivery technologies will protect us from product liability claims from the consumers of those products or from the costs of related litigation. If we are subject to a product liability claim, we cannot be sure that our product liability insurance, which has an aggregate policy limit of $5 million, will reimburse us, or will be sufficient to reimburse us, for any expenses or losses we may suffer. A successful product liability claim against us, if not covered by, or if in excess of, our product liability insurance, may have a material adverse effect on our business and results of operations. RISKS RELATED TO OUR INDUSTRY WE FACE RAPID TECHNOLOGICAL CHANGE AND INTENSE COMPETITION. Our success depends, in part, upon maintaining a competitive position in the development of products and technologies in a rapidly evolving field. We compete with other drug delivery, biotechnology and pharmaceutical companies, engaged in the development of alternative drug delivery technologies or new drug research and testing, as well as with entities developing new drugs that may be taken orally. Many of these competitors have substantially greater financial, technological, manufacturing, marketing, managerial and research and development resources and experience than we do, and, therefore, represent significant competition for us. Our competitors may succeed in developing competing technologies or obtaining governmental approval for products before we do. The products of our competitors may gain market acceptance more rapidly than our products. Developments by competitors may render our products, or potential products, noncompetitive or obsolete. OUR COMMERCIAL PRODUCTS ARE SUBJECT TO CONTINUING REGULATION. Even if our products receive regulatory approval, either in the U.S. or internationally, we will continue to be subject to extensive regulatory requirements. These regulations are wide-ranging and govern, among other things: o adverse drug experience reporting regulations; o product promotion; o product manufacturing, including good manufacturing practice, or GMP, requirements; and o product changes or modifications. If we fail to comply or maintain compliance with these laws and regulations, we may be fined or barred from selling our products. If the FDA believes that we are not complying with the law, it can: o seize our products; o mandate a recall; o stop future sales through injunctive procedures; and/or o assess civil and criminal penalties against us. 8 10 RISKS RELATED TO OUR COMMON STOCK ANTI-TAKEOVER PROVISIONS OF OUR CORPORATE CHARTER DOCUMENTS, DELAWARE LAW AND OUR STOCKHOLDERS' RIGHTS PLAN MAY AFFECT THE PRICE OF OUR COMMON STOCK. Our board of directors has the authority to issue up to 5,000,000 shares of preferred stock and to determine the rights, preferences and privileges of those shares without any further vote or action by our stockholders. The rights of holders of our common stock may be adversely affected by the rights of the holders of any preferred stock that may be issued in the future. Additional provisions of our certificate of incorporation and bylaws could have the effect of making it more difficult for a third party to acquire a majority of our outstanding voting common stock. These include provisions that limit the ability of stockholders to call special meetings or remove a director for cause. We are subject to the provisions of Section 203 of the Delaware General Corporation Law which prohibits a publicly-held Delaware corporation from engaging in a "business combination" with an "interested stockholder" for a period of three years after the date of the transaction in which the person became an interested stockholder, unless the business combination is approved in a prescribed manner. For purposes of Section 203, a "business combination" includes a merger, asset sale or other transaction resulting in a financial benefit to the interested stockholder, and an "interested stockholder" is a person who, either alone or together with affiliates and associates, owns (or within the past three years, did own) 15% or more of the corporation's voting stock. We also have a stockholders' rights plan, commonly referred to as a poison pill, that makes it difficult, if not impossible, for a person to acquire control of us without the consent of our board of directors. The anti-takeover provisions of our corporate charter documents, Delaware law and our stockholders' rights plan may have the effect of depriving our stockholders of the opportunity to sell their stock at a price in excess of prevailing market prices in an acquisition of us by another company. OUR STOCK PRICE HAS BEEN AND MAY CONTINUE TO BE VOLATILE. The trading price of our common stock has been, and is likely to continue to be highly volatile. The market prices for securities of drug delivery, biotechnology and pharmaceutical companies historically have been highly volatile. Factors that could adversely affect our stock price include: o fluctuations in our operating results; o announcements of technological collaborations, innovations or new products by us or our competitors; o governmental regulations; o developments in patent or other proprietary rights; o public concern as to the safety of drugs developed by us or others; o the results of pre-clinical testing and clinical studies or trials by us or our competitors; o litigation; and o general market conditions. OUR OPERATING RESULTS MAY FLUCTUATE, CAUSING OUR STOCK PRICE TO FALL. Our operating results may fluctuate from quarter to quarter and from year to year depending on: o demand by patients for the products we produce; o new product introductions; 9 11 o the seasonal nature of the products we produce to treat seasonal ailments; o pharmaceutical company ordering patterns; o the number of new collaborative agreements that we enter into; o our achievement of product development milestones under collaborative agreements; and o our level of activity conducted on behalf and at the direction of pharmaceutical companies. Fluctuations in our operating results may lead to fluctuations, including declines, in our stock price. FUTURE SALES OF COMMON STOCK, OR THE PROSPECT OF FUTURE SALES, MAY DEPRESS OUR STOCK PRICE. Sales of a substantial number of shares of common stock, or the perception that sales may occur, could adversely affect the market price of our common stock. On March 17, 2000, we issued and sold 1,100,000 shares of our common stock to a limited number of investors in a private placement, exempt from registration under the Securities Act of 1933. Under the stock purchase agreement with the investors, we are required to file a registration statement with the Securities and Exchange Commission within thirty days after March 17, 2000 for the resale by the investors of the shares of common stock issued in the private placement. We also are required to use our reasonable efforts to have the registration statement declared effective by the Securities and Exchange Commission and maintain its effectiveness until the earlier of March 17, 2002, the time at which all shares acquired in the private placement have been sold under the registration statement, or the date on which each investor may sell all of the shares of common stock acquired by the investor in the private placement without registration or without regard to any volume limitations. Significant resales of the common stock issued in the private placement could adversely affect the market price of our common stock. WE MAY REQUIRE ADDITIONAL FINANCING. We expect operating expenses and capital expenditures to increase as we commercialize additional applications of our drug delivery technologies and increase our production capacity. We believe our cash and cash equivalents, together with the net proceeds from the private placement of common stock and expected revenues from operations, will be sufficient to meet our anticipated capital requirements for the foreseeable future. However, we may elect to pursue additional financing at any time to more aggressively pursue development of new drug delivery technologies and expand manufacturing capacity beyond that currently planned. In addition, other factors that will affect future capital requirements and may require us to seek additional financing include the level of expenditures necessary to develop new products or technologies, the progress of our research and product development programs, the need to construct a larger than currently anticipated manufacturing facility to meet demand for our products, results of our collaborative efforts with current and potential pharmaceutical company partners, and the timing of and amounts received from future product sales, product development fees and licensing revenue and royalties. We cannot be sure that additional financing will be available to us or, if available, on acceptable terms. Further, if we issue equity securities, our stockholders may experience dilution. 10 12 FORWARD-LOOKING STATEMENTS This prospectus contains forward-looking statements based on our current expectations, assumptions, estimates and projections about our business and our industry. These forward-looking statements involve risks and uncertainties. Our actual results could differ materially from those anticipated in these forward-looking statements as a result of a number of factors, as more fully described above and elsewhere in this prospectus. We undertake no obligation to update publicly any forward-looking statements for any reason, even if new information becomes available or other events occur in the future. 11 13 SELLING STOCKHOLDERS The following table presents the number of outstanding shares of our common stock beneficially owned by the selling stockholders as of March 17, 2000. The table also presents the maximum number of shares proposed to be sold by the selling stockholders and the number of shares they will own after the sales. The percentages are based on 10,851,134 shares outstanding on March 17, 2000.
SHARES BENEFICIALLY OWNED SHARES BENEFICIALLY OWNED PRIOR TO OFFERING AFTER OFFERING (1) ------------------------- ------------------------- PERCENTAGE PERCENTAGE OF SHARES OF NAME NUMBER OUTSTANDING OFFERED NUMBER OUTSTANDING ---- ------- ----------- -------- ------- ----------- Delaware Group Equity Funds III, 298,100 2.7 108,900 189,200 1.7 on behalf of its Delaware Trend Fund Delaware Group Premium Fund, on 160,600 1.5 60,600 100,000 * behalf of its Trend Series Delaware Management Company, 82,700 * 29,400 53,300 * sub-investment adviser on behalf of PACE Small/Medium Company Growth Equity Investments Delaware Pooled Trust, on behalf 2,500 * 1,100 1,400 * of its The Small-Cap Growth Equity Portfolio Franklin Biotechnology 300,000 2.8 300,000 -- -- Discovery Fund Franklin Small Cap 600,000 5.5 600,000 -- -- Growth Fund
- ------------------------- *Less than 1%. (1) Assumes sale of all shares of the selling stockholders being offered. 12 14 PLAN OF DISTRIBUTION The selling stockholders may sell the shares being offered from time to time in one or more transactions: o on the Nasdaq National Market or otherwise; o in the over-the-counter market; o in negotiated transactions; o through the writing of options on shares, whether the options are listed on an options exchange or otherwise; or o a combination of such methods of sale. The selling stockholders may sell the shares at market prices prevailing at the time of sale, at prices related to those market prices or at negotiated prices. The selling stockholders also may sell the shares pursuant to Rule 144 adopted under the Securities Act of 1933 as permitted by that Rule. The selling stockholders may effect transactions by selling shares directly to purchasers or to or through broker-dealers. The broker-dealers may act as agents or principals. The broker-dealers may receive compensation in the form of discounts, concessions or commissions from the selling stockholders or the purchasers of the shares. The compensation of any particular broker-dealer may be in excess of customary commissions. The selling stockholders and broker-dealers that participate with the selling stockholders in the distribution of shares may be deemed to be "underwriters" within the meaning of Section 2(11) of the Securities Act. Any commissions received by them and any profit on the resale of shares may be deemed to be underwriting compensation. We have informed the selling stockholders that the anti-manipulative provisions of Regulation M promulgated under the Securities Exchange Act of 1934 may apply to their sales of shares in the market. Upon notification to us by a selling stockholder that any material arrangement has been entered into with broker-dealers for the sale or purchase of shares, a supplement to this prospectus will be filed, if required, disclosing: o the name of the participating broker-dealers; o the number of shares involved; o the price at which such shares were sold; o the commissions paid or discounts or concessions allowed to such broker-dealers, where applicable; o that such broker-dealers did not conduct any investigation to verify the information set out or incorporated by reference in this prospectus; and o other facts material to the transaction. WHERE YOU CAN FIND MORE INFORMATION We file annual, quarterly and special reports, proxy statements and other information with the Securities and Exchange Commission. Our SEC filings are available to the public over the Internet at the SEC's web site at http://www.sec.gov. You may also read and copy any document we file with the SEC at its Public Reference Room at 450 Fifth Street, N.W., Washington, D.C. 20549. You can also obtain copies of the documents at prescribed rates by writing to the Public Reference Section of the SEC at 450 Fifth Street, N.W., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the operation of its Public Reference Room. Our SEC filings are also available at the office of the National Association of Securities Dealers, Inc. For more information on obtaining copies of our public filings at the National Association of Securities Dealers, Inc., you should write to National Association of Securities Dealers, Inc., 1735 K Street, N.W., Washington, D.C. 20006. 13 15 We "incorporate by reference" into this prospectus the information we file with the SEC, which means that we can disclose important information to you by referring you to those documents. The information incorporated by reference is an important part of this prospectus and information that we file subsequently with the SEC will automatically update this prospectus. We incorporate by reference the documents listed below and any filings we make with the SEC under Sections 13(a), 13(c), 14, or 15(d) of the Securities Exchange Act of 1934 after the initial filing of the registration statement that contains this prospectus and prior to the time that all the securities offered by this prospectus are sold: o Annual Report on Form 10-K for the year ended December 31, 1999 (including information specifically incorporated by reference into our Form 10-K from our 2000 Annual Report to Stockholders and our definitive Notice and Proxy Statement for our 2000 Annual Meeting of Stockholders); and o the description of our common stock contained in the registration statement on Form 8-A dated June 22, 1994 and any amendment or reports filed to update that description. You may request a copy of these filings (other than an exhibit to a filing, unless that exhibit is specifically incorporated by reference into that filing) at no cost, by writing to or telephoning us at the following address: Mr. David A. Feste Vice President and Chief Financial Officer CIMA LABS INC. 10000 Valley View Road Eden Prairie, Minnesota 55344 (952) 947-8700 You should rely only on the information incorporated by reference or presented in this prospectus. We have not authorized anyone else to provide you with different information. We are only offering these securities in states where the offer is permitted. You should not assume that the information in this prospectus is accurate as of any date other than the date on the cover page of this prospectus. LEGAL OPINIONS Faegre & Benson LLP, 2200 Norwest Center, Minneapolis, Minnesota 55402 will pass upon the validity of the shares of common stock offered by this prospectus. EXPERTS The financial statements included in our Annual Report on Form 10-K for the year ended December 31, 1999, were audited by Ernst & Young LLP, independent auditors, as indicated in their report thereon, and are incorporated by reference into this prospectus and elsewhere in this registration statement in reliance upon their report, given on their authority as experts in accounting and auditing. 14 16 PART II INFORMATION NOT REQUIRED IN THE PROSPECTUS ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION. Expenses in connection with the issuance and distribution of the shares of common stock being registered hereunder, other than underwriting commissions and expenses, are estimated below. SEC registration fee ...................................... $ 5,101 Nasdaq listing fee ........................................ 17,500 Legal services and expenses ............................... 75,000 Accounting services and expenses .......................... 30,000 Printing fees ............................................. 5,000 Miscellaneous ............................................. 12,399 ----------- Total $ 145,000 ===========
Except for the SEC registration fee and the Nasdaq listing fee, all of the foregoing expenses have been estimated. The selling stockholders will bear fees and disbursements of their own legal counsel and accountants and transfer taxes. The Registrant will bear all other expenses. ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS. CIMA LABS INC. ("CIMA LABS") is a Delaware corporation. Section 145 of the General Corporation Law of the State of Delaware ("Delaware Law") contains detailed provisions on indemnification of directors and officers of a Delaware corporation against expenses, judgments, fines and amounts paid in settlement actually and reasonably incurred in connection with certain litigation. CIMA LABS's Fifth Restated Certificate of Incorporation (the "Certificate"), together with CIMA LABS's Third Restated Bylaws (the "Bylaws" and together with the Certificate, the "Corporate Documents") provide for indemnification of directors and officers. CIMA LABS's Corporate Documents provide that CIMA LABS will indemnify each director, officer, employee or agent of CIMA LABS or any individual serving in such a capacity with another business entity at CIMA LABS's request (an "Indemnitee") to the full extent permitted by Delaware Law, as now enacted or hereinafter amended, against all expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such Indemnitee in connection therewith. CIMA LABS's Corporate Documents provide that expenses incurred by a director, officer or employee in defending an action, suit or proceeding shall be paid by CIMA LABS in advance of the final disposition of such action upon receipt of an undertaking by or on behalf of such person that he will repay such amount if it is ultimately determined that he is not entitled to be indemnified by CIMA LABS. Delaware Law provides that the indemnification provisions of the statute shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any bylaw, agreement, vote of stockholders or disinterested directors or otherwise. CIMA LABS has entered into agreements with its directors and certain of its officers, which agreements may require CIMA LABS to indemnify such directors and officers against certain liabilities that may arise by reason of their status or service as directors or officers, to advance their expenses incurred as a result of any proceeding against them as to which they could be indemnified and to obtain directors and officers insurance to the extent available on reasonable terms. II-1 17 The directors and officers of CIMA LABS are covered by an insurance policy indemnifying them against certain civil liabilities, including liabilities under the federal securities laws, which might be incurred by them in such capacity. ITEM 16. EXHIBITS.
Exhibit Description ------- ----------- 4.1 Fifth Restated Certificate of Incorporation (1) 4.2 Third Restated Bylaws (2) 4.3 Form of Stock Purchase Agreement dated March 13, 2000 (3) 4.4 Stock Purchase Agreement dated March 13, 2000, between the Registrant and Delaware Group Equity Funds III, on behalf of its Delaware Trend Fund 4.5 Stock Purchase Agreement dated March 13, 2000, between the Registrant and Delaware Group Premium Fund, on behalf of its Trend Series 4.6 Stock Purchase Agreement dated March 13, 2000, between the Registrant and Delaware Management Company, sub-investment adviser on behalf of PACE Small/Medium Company Growth Equity Investments 4.7 Stock Purchase Agreement dated March 13, 2000, between the Registrant and Delaware Pooled Trust, on behalf of its The Small-Cap Growth Equity Portfolio 4.8 Stock Purchase Agreement dated March 13, 2000, between the Registrant and Franklin Biotechnology Discovery Fund 4.9 Stock Purchase Agreement dated March 13, 2000, between the Registrant and Franklin Small Cap Growth Fund 5 Opinion of Faegre & Benson LLP 23.1 Consent of Ernst & Young LLP 23.2 Consent of Faegre & Benson LLP (contained in Exhibit 5 to this Registration Statement) 24 Powers of Attorney
- ------------------------ (1) Incorporated by reference to Exhibit 3.1 to the Registrant's Form 10-K for the year ended December 31, 1994 (File No. 0-24424). (2) Incorporated by reference to Exhibit 3.2 to the Company's Form 10-Q for the period ended June 30, 1999 (File No. 0-24424). (3) Incorporated by reference to Exhibit 4.3 to the Registrant's Form 10-K for the year ended December 31, 1999 (File No. 0-24424). II-2 18 ITEM 17 UNDERTAKINGS. The undersigned Registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement (i) to include any prospectus required by Section 10(a)(3) of the Securities Act of 1933, (ii) to reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement, and (iii) to include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the Registrant pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the Registration Statement. (2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. II-3 19 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 April 14, 2000. CIMA LABS INC. (Registrant) By * ----------------------------------------- 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 below by the following persons, representing a majority of the Board of Directors, in the capacities and on the dates indicated.
NAME TITLE DATE ---- ----- ---- * - -------------------------------- President and Chief Executive April 14, 2000 John M. Siebert, Ph.D. Officer (Principal Executive Officer) and Director * - -------------------------------- Vice President and Chief Financial April 14, 2000 David A. Feste Officer (Principal Financial Officer and Principal Accounting Officer) * - -------------------------------- Chairman of the Board of Directors April 14, 2000 Terrence W. Glarner * - -------------------------------- Director April 14, 2000 Steven B. Ratoff * - -------------------------------- Director April 14, 2000 Joseph R. Robinson, Ph. D.
* David A. Feste, 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 each such person. /s/ David A. Feste - --------------------------------------- David A. Feste II-4 20 INDEX TO EXHIBITS
Method Exhibit Description of Filing - ------- ----------- --------- 4.1 Fifth Restated Certificate of Incorporation (1)................................ Incorporated by Reference 4.2 Third Restated Bylaws (2)...................................................... Incorporated by Reference 4.3 Form of Stock Purchase Agreement dated March 13, 2000 (3)...................... Incorporated by Reference 4.4 Stock Purchase Agreement dated March 13, 2000, between the Registrant and Delaware Group Equity Funds III, on behalf of its Delaware Trend Fund ......... Filed Electronically 4.5 Stock Purchase Agreement dated March 13, 2000, between the Registrant and Delaware Group Premium Fund, on behalf of its Trend Series .................... Filed Electronically 4.6 Stock Purchase Agreement dated March 13, 2000, between the Registrant and Delaware Management Company, sub-investment adviser on behalf of PACE Small/Medium Company Growth Equity Investments................................. Filed Electronically 4.7 Stock Purchase Agreement dated March 13, 2000, between the Registrant and Delaware Pooled Trust, on behalf of its The Small-Cap Growth Equity Portfolio ............................................. Filed Electronically 4.8 Stock Purchase Agreement dated March 13, 2000, between the Registrant and Franklin Biotechnology Discovery Fund.......................................... Filed Electronically 4.9 Stock Purchase Agreement dated March 13, 2000, between the Registrant and Franklin Small Cap Growth Fund................................................. Filed Electronically 5 Opinion of Faegre & Benson LLP................................................. Filed Electronically 23.1 Consent of Ernst & Young LLP................................................... Filed Electronically 23.2 Consent of Faegre & Benson LLP (contained in Exhibit 5 to this Registration Statement) 24 Powers of Attorney............................................................. Filed Electronically
- ------------------------ (1) Incorporated by reference to Exhibit 3.1 to the Registrant's Form 10-K for the year ended December 31, 1994 (File No. 0-24424). (2) Incorporated by reference to Exhibit 3.2 to the Company's Form 10-Q for the period ended June 30, 1999 (File No. 0-24424). (3) Incorporated by reference to Exhibit 4.3 to the Registrant's Form 10-K for the year ended December 31, 1999 (File No. 0-24424). EX-4.4 2 STOCK PURCHASE AGREEMENT 1 Exhibit 4.4 STOCK PURCHASE AGREEMENT CIMA Labs Inc. 10000 Valley View Road Eden Prairie, Minnesota 55344 The undersigned (the "Investor"), hereby confirms its agreement with you as follows: 1. This Stock Purchase Agreement (the "Agreement") is made as of the date set forth below between CIMA Labs, Inc., a Delaware corporation (the "Company"), and the Investor. 2. The Company has authorized the sale and issuance of up to 1,200,000 shares (the "Shares") of common stock of the Company, $.01 par value per share (the "Common Stock"), subject to adjustment by the Company's Board of Directors, to certain investors in a private placement (the "Offering"). 3. The Company and the Investor agree that the Investor will purchase from the Company and the Company will issue and sell to the Investor 108,900 shares, for a purchase price of $19.00 per share, or an aggregate purchase price of $2,069,100, pursuant to the Terms and Conditions for Purchase of Shares attached hereto as Annex I and incorporated herein by this reference as if fully set forth herein. Unless otherwise requested by the Investor, certificates representing the Shares purchased by the Investor will be registered in the Investor's name and address as set forth below. 4. The Investor represents that, except as set forth below, (a) it has had no position, office or other material relationship within the past three years with the Company or its affiliates, (b) neither it, nor any group of which it is a member or to which it is related, beneficially owns (including the right to acquire or vote) any securities of the Company and (c) it has no direct or indirect affiliation or association with any NASD member. Exceptions: The Investor currently beneficially owns 189,200 shares of common stock of the Company. Delaware Distributors, L.P., a limited purpose broker-dealer, is the Investor's distributor and an NASD member. Please confirm that the foregoing correctly sets forth the agreement between us by signing in the space provided below for that purpose. DATED AS OF: March 13, 2000 Delaware Group Equity Funds III, on behalf of its Delaware Trend Fund By: /s/ Gerald S. Frey --------------------- Print Name: Gerald S. Frey Title: Senior Vice President Address: 1818 Market Street, Philadelphia, Pennsylvania 19103 AGREED AND ACCEPTED: CIMA LABS INC. By: /s/ John M. Siebert ------------------- John M. Siebert Title: President and Chief Executive Officer EX-4.5 3 STOCK PURCHASE AGREEMENT 1 Exhibit 4.5 STOCK PURCHASE AGREEMENT CIMA Labs Inc. 10000 Valley View Road Eden Prairie, Minnesota 55344 The undersigned (the "Investor"), hereby confirms its agreement with you as follows: 1. This Stock Purchase Agreement (the "Agreement") is made as of the date set forth below between CIMA Labs, Inc., a Delaware corporation (the "Company"), and the Investor. 2. The Company has authorized the sale and issuance of up to 1,200,000 shares (the "Shares") of common stock of the Company, $.01 par value per share (the "Common Stock"), subject to adjustment by the Company's Board of Directors, to certain investors in a private placement (the "Offering"). 3. The Company and the Investor agree that the Investor will purchase from the Company and the Company will issue and sell to the Investor 60,600 shares, for a purchase price of $19.00 per share, or an aggregate purchase price of $1,151,400, pursuant to the Terms and Conditions for Purchase of Shares attached hereto as Annex I and incorporated herein by this reference as if fully set forth herein. Unless otherwise requested by the Investor, certificates representing the Shares purchased by the Investor will be registered in the Investor's name and address as set forth below. 4. The Investor represents that, except as set forth below, (a) it has had no position, office or other material relationship within the past three years with the Company or its affiliates, (b) neither it, nor any group of which it is a member or to which it is related, beneficially owns (including the right to acquire or vote) any securities of the Company and (c) it has no direct or indirect affiliation or association with any NASD member. Exceptions: The Investor currently beneficially owns 100,000 shares of common stock of the Company. Delaware Distributors, L.P., a limited purpose broker-dealer, is the Investor's distributor and an NASD member. Please confirm that the foregoing correctly sets forth the agreement between us by signing in the space provided below for that purpose. DATED AS OF: March 13, 2000 Delaware Group Premium Fund, on behalf of its Trend Series By: /s/ Gerald S. Frey ------------------------------------- Print Name: Gerald S. Frey Title: Senior Vice President Address: 1818 Market Street, Philadelphia, Pennsylvania 19103 AGREED AND ACCEPTED: CIMA LABS INC. By: /s/ John M. Siebert ------------------- John M. Siebert Title: President and Chief Executive Officer EX-4.6 4 STOCK PURCHASE AGREEMENT 1 Exhibit 4.6 STOCK PURCHASE AGREEMENT CIMA Labs Inc. 10000 Valley View Road Eden Prairie, Minnesota 55344 The undersigned (the "Investor"), hereby confirms its agreement with you as follows: 1. This Stock Purchase Agreement (the "Agreement") is made as of the date set forth below between CIMA Labs, Inc., a Delaware corporation (the "Company"), and the Investor. 2. The Company has authorized the sale and issuance of up to 1,200,000 shares (the "Shares") of common stock of the Company, $.01 par value per share (the "Common Stock"), subject to adjustment by the Company's Board of Directors, to certain investors in a private placement (the "Offering"). 3. The Company and the Investor agree that the Investor will purchase from the Company and the Company will issue and sell to the Investor 29,400 shares, for a purchase price of $19.00 per share, or an aggregate purchase price of $558,600, pursuant to the Terms and Conditions for Purchase of Shares attached hereto as Annex I and incorporated herein by this reference as if fully set forth herein. Unless otherwise requested by the Investor, certificates representing the Shares purchased by the Investor will be registered in the Investor's name and address as set forth below. 4. The Investor represents that, except as set forth below, (a) it has had no position, office or other material relationship within the past three years with the Company or its affiliates, (b) neither it, nor any group of which it is a member or to which it is related, beneficially owns (including the right to acquire or vote) any securities of the Company and (c) it has no direct or indirect affiliation or association with any NASD member. Exceptions: The Investor currently beneficially owns 53,300 shares of common stock of the Company. Mitchell Hutchins Asset Management Inc. (MHAM), the Investor's manager is an NASD member. MHAM is a wholly-owned subsidiary of PaineWebber Incorporated, which is also an NASD member. Please confirm that the foregoing correctly sets forth the agreement between us by signing in the space provided below for that purpose. DATED AS OF: March 13, 2000 Delaware Management Company, sub-investment adviser on behalf of PACE Small/Medium Company Growth Equity Investments INVESTOR By: /s/ Robert J. DiBraccio Print Name: Robert J. DiBraccio Title: Senior Vice President Address: 1818 Market Street, Philadelphia, Pennsylvania 19103 AGREED AND ACCEPTED: CIMA LABS INC. By: /s/ John M. Siebert ------------------- John M. Siebert Title: President and Chief Executive Officer EX-4.7 5 STOCK PURCHASE AGREEMENT 1 Exhibit 4.7 STOCK PURCHASE AGREEMENT CIMA Labs Inc. 10000 Valley View Road Eden Prairie, Minnesota 55344 The undersigned (the "Investor"), hereby confirms its agreement with you as follows: 1. This Stock Purchase Agreement (the "Agreement") is made as of the date set forth below between CIMA Labs, Inc., a Delaware corporation (the "Company"), and the Investor. 2. The Company has authorized the sale and issuance of up to 1,200,000 shares (the "Shares") of common stock of the Company, $.01 par value per share (the "Common Stock"), subject to adjustment by the Company's Board of Directors, to certain investors in a private placement (the "Offering"). 3. The Company and the Investor agree that the Investor will purchase from the Company and the Company will issue and sell to the Investor 1,100 shares, for a purchase price of $19.00 per share, or an aggregate purchase price of $20,900, pursuant to the Terms and Conditions for Purchase of Shares attached hereto as Annex I and incorporated herein by this reference as if fully set forth herein. Unless otherwise requested by the Investor, certificates representing the Shares purchased by the Investor will be registered in the Investor's name and address as set forth below. 4. The Investor represents that, except as set forth below, (a) it has had no position, office or other material relationship within the past three years with the Company or its affiliates, (b) neither it, nor any group of which it is a member or to which it is related, beneficially owns (including the right to acquire or vote) any securities of the Company and (c) it has no direct or indirect affiliation or association with any NASD member. Exceptions: The Investor currently beneficially owns 1,400 shares of common stock of the Company. Delaware Distributors, L.P., a limited purpose broker-dealer, is the Investor's distributor and an NASD member. Please confirm that the foregoing correctly sets forth the agreement between us by signing in the space provided below for that purpose. DATED AS OF: March 13, 2000 Delaware Pooled Trust, on behalf of its The Small-Cap Growth Equity Portfolio By: /s/ Gerald S. Frey -------------------- Print Name: Gerald S. Frey Title: Senior Vice President Address: 1818 Market Street, Philadelphia Pennsylvania 19103 AGREED AND ACCEPTED: CIMA LABS INC. By: /s/ John M. Siebert ------------------- John M. Siebert Title: President and Chief Executive Officer EX-4.8 6 STOCK PURCHASE AGREEMENT 1 Exhibit 4.8 STOCK PURCHASE AGREEMENT CIMA Labs Inc. 10000 Valley View Road Eden Prairie, Minnesota 55344 The undersigned (the "Investor"), hereby confirms its agreement with you as follows: 1. This Stock Purchase Agreement (the "Agreement") is made as of the date set forth below between CIMA Labs, Inc., a Delaware corporation (the "Company"), and the Investor. 2. The Company has authorized the sale and issuance of up to 1,200,000 shares (the "Shares") of common stock of the Company, $.01 par value per share (the "Common Stock"), subject to adjustment by the Company's Board of Directors, to certain investors in a private placement (the "Offering"). 3. The Company and the Investor agree that the Investor will purchase from the Company and the Company will issue and sell to the Investor 300,000 shares, for a purchase price of $19.00 per share, or an aggregate purchase price of $5,700,000, pursuant to the Terms and Conditions for Purchase of Shares attached hereto as Annex I and incorporated herein by this reference as if fully set forth herein. Unless otherwise requested by the Investor, certificates representing the Shares purchased by the Investor will be registered in the Investor's name and address as set forth below. 4. The Investor represents that, except as set forth below, (a) it has had no position, office or other material relationship within the past three years with the Company or its affiliates, (b) neither it, nor any group of which it is a member or to which it is related, beneficially owns (including the right to acquire or vote) any securities of the Company and (c) it has no direct or indirect affiliation or association with any NASD member. Exceptions: none -------------------------------------------------------------------------- (If no exceptions, write "none." If left blank, response will be deemed to be "none.") Please confirm that the foregoing correctly sets forth the agreement between us by signing in the space provided below for that purpose. DATED AS OF: March 13, 2000 Franklin Biotechnology Discovery Fund ------------------------------------- INVESTOR By: /s/ Murray L. Simpson ----------------------- Print Name: Murray L. Simpson Title: Vice President Address: 777 Mariners Island Boulevard, San Mateo, California 94404 AGREED AND ACCEPTED: CIMA LABS INC. By: /s/ John M. Siebert ------------------- John M. Siebert Title: President and Chief Executive Officer EX-4.9 7 STOCK PURCHASE AGREEMENT 1 EXHIBIT 4.9 STOCK PURCHASE AGREEMENT CIMA Labs Inc. 10000 Valley View Road Eden Prairie, Minnesota 55344 The undersigned (the "Investor"), hereby confirms its agreement with you as follows: 1. This Stock Purchase Agreement (the "Agreement") is made as of the date set forth below between CIMA Labs, Inc., a Delaware corporation (the "Company"), and the Investor. 2. The Company has authorized the sale and issuance of up to 1,200,000 shares (the "Shares") of common stock of the Company, $.01 par value per share (the "Common Stock"), subject to adjustment by the Company's Board of Directors, to certain investors in a private placement (the "Offering"). 3. The Company and the Investor agree that the Investor will purchase from the Company and the Company will issue and sell to the Investor 600,000 shares, for a purchase price of $19.00 per share, or an aggregate purchase price of $11,400,000, pursuant to the Terms and Conditions for Purchase of Shares attached hereto as Annex I and incorporated herein by this reference as if fully set forth herein. Unless otherwise requested by the Investor, certificates representing the Shares purchased by the Investor will be registered in the Investor's name and address as set forth below. 4. The Investor represents that, except as set forth below, (a) it has had no position, office or other material relationship within the past three years with the Company or its affiliates, (b) neither it, nor any group of which it is a member or to which it is related, beneficially owns (including the right to acquire or vote) any securities of the Company and (c) it has no direct or indirect affiliation or association with any NASD member. Exceptions: none -------------------------------------------------------------------------- (If no exceptions, write "none." If left blank, response will be deemed to be "none.") Please confirm that the foregoing correctly sets forth the agreement between us by signing in the space provided below for that purpose. DATED AS OF: March 13, 2000 Franklin Small Cap Growth Fund INVESTOR By: /s/ Murray L. Simpson ----------------------- Print Name: Murray L. Simpson Title: Vice President Address: 777 Mariners Island Boulevard, San Mateo, California 94404 AGREED AND ACCEPTED: CIMA LABS INC. By: /s/ John M. Siebert ------------------- John M. Siebert Title: President and Chief Executive Officer EX-5 8 OPINION OF FAEGRE & BENSON LLP 1 FAEGRE & BENSON LLP 2200 Norwest Center 90 South Seventh Street Minneapolis, Minnesota 55402 612-336-3000 April 14, 2000 Board of Directors CIMA LAB INC. 10000 Valley View Road Eden Prairie, Minnesota 55344 Gentlemen: In connection with the proposed registration under the Securities Act of 1933, as amended, of 1,100,000 shares of Common Stock, par value $.01 per share, of CIMA LABS INC., a Delaware corporation (the "Company"), proposed to be sold by certain selling stockholders of the Company, we have examined such corporate records and other documents, including the Registration Statement on Form S-3, dated the date hereof, relating to such shares (the "Registration Statement"), and have reviewed such matters of law as we have deemed necessary for this opinion, and we advise you that in our opinion: 1. The Company is a corporation existing under the laws of the State of Delaware. 2. The shares of Common Stock proposed to be sold by the selling stockholders named in the Registration Statement, when sold as contemplated in the Registration Statement, will be legally and validly issued and fully paid and non-assessable. We consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to our firm wherever appearing therein. Very truly yours, /s/ FAEGRE & BENSON LLP EX-23.1 9 CONSENT OF ERNST & YOUNG LLP 1 EXHIBIT 23.1 CONSENT OF INDEPENDENT AUDITORS We consent to the reference to our firm under the caption "Experts" in the Registration Statement on Form S-3 (Form S-3 No. 00000) and related Prospectus of CIMA LABS INC. for the registration of 1,100,000 shares of its common stock and to the incorporation by reference therein of our report dated February 11, 2000, except for Note 9 as to which the date is March 17, 2000, with respect to the financial statements and schedule of CIMA LABS INC. included in its Annual Report on Form 10-K for the year ended December 31, 1999, filed with the Securities and Exchange Commission. /s/ Ernst & Young LLP Minneapolis, Minnesota April 14, 2000 EX-24 10 POWER OF ATTORNEY 1 EXHIBIT 24 POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENT, the undersigned director and/or officer of CIMA LABS INC., a Delaware corporation, does hereby make, constitute and appoint John M. Siebert and David A. Feste, and each or any of them, the undersigned's true and lawful attorneys-in-fact and agent, with full power of substitution and resubstitution, for the undersigned and in the undersigned's name, place and stead, to sign and affix the undersigned's name as such director and/or officer of said Corporation to a Registration Statement on Form S-3 or other applicable form, and any or all amendments, including post-effective amendments thereto, under the Securities Act of 1933, as amended (the "Act"), to be filed by said Corporation with the Securities and Exchange Commission, Washington, D.C. in connection with the registration under the Act of equity securities sold by said Corporation, and file the same, with all exhibits thereto and other supporting documents pertaining to the registration of the securities covered thereby, with said Commission, granting unto said attorneys-in-fact and agents, and each or any of them, full power and authority to do and perform each and every act and thing requisite and necessary or incidental to the performance and execution of the powers herein expressly granted, to be done in and about the premises, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or either or any of them, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has executed this power of attorney on the date set forth below. Signature Date --------- ---- /s/ John M. Siebert March 31, 2000 - ----------------------------------------------------- John M. Siebert President & Chief Executive Officer (Principal Executive Officer) and Director /s/ Terrence W. Glarner March 31, 2000 - ----------------------------------------------------- Terrence W. Glarner Director /s/ Steven B. Ratoff March 31, 2000 - ----------------------------------------------------- Steven B. Ratoff Director /s/ Joseph R. Robinson March 31, 2000 - ----------------------------------------------------- Joseph R. Robinson Director -----END PRIVACY-ENHANCED MESSAGE-----