-----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, F01HgQRAWWlIiEO55H6/LlZjuQOuIzhs374p22qmtnRPvinYjXgUMdeAlcFwP5q6 sw/YgjQKQhE06+k8PCW9fw== /in/edgar/work/20000727/0000950124-00-004397/0000950124-00-004397.txt : 20000921 0000950124-00-004397.hdr.sgml : 20000921 ACCESSION NUMBER: 0000950124-00-004397 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20000727 EFFECTIVENESS DATE: 20000727 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CIMA LABS INC CENTRAL INDEX KEY: 0000833298 STANDARD INDUSTRIAL CLASSIFICATION: [2834 ] IRS NUMBER: 411569769 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-42354 FILM NUMBER: 680153 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-8 1 s-8.txt FORM S-8 1 As filed with the Securities and Exchange Commission on July 26, 2000 Registration No. 333- ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 ---------------------- FORM S-8 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 incorporation or organization) Identification No.) 10000 VALLEY VIEW ROAD 55334 EDEN PRAIRIE, MINNESOTA (Zip Code) (Address of principal executive offices) CIMA LABS INC. EQUITY INCENTIVE PLAN (Full title of the plan) John M. Siebert, Ph.D. President and Chief Executive Officer 10000 Valley View Road Eden Prairie, Minnesota 55334 (Name and address of agent for service) Telephone number, including area code, of agent for service: (952) 947-8700 ---------------------- copy to: Gale R. Mellum, Esq. Gordon S. Weber, Esq. Faegre & Benson LLP 2200 Wells Fargo Center 90 South Seventh Street Minneapolis, Minnesota 55402 (612) 336-3000 Fax (612) 336-3026 ---------------------- 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 250,000 shares $29.13 $7,282,500 $1,923 ==================================================================================================================== (1) Estimated solely for the purpose of the registration fee pursuant to Rule 457(h)(1) based on the average of the high and low sales prices per share of the Registrant's Common Stock on July 25, 2000 as reported on the Nasdaq National Market. ====================================================================================================================
2 EXPLANATORY NOTE This Registration Statement on Form S-8 is being filed for the purpose of registering an additional 250,000 shares of the Registrant's Common Stock to be issued pursuant to the Registrant's Equity Incentive Plan, as amended (the "Plan"). The Registration Statement on Form S-8 previously filed with the Commission relating to the Plan (File No. 333-05741) is incorporated by reference herein. EXHIBITS Exhibit Description 5 Opinion of Faegre & Benson LLP 23.1 Consent of Faegre & Benson LLP (contained in Exhibit 5 to this Registration Statement) 23.2 Consent of Ernst & Young LLP 24 Powers of Attorney (included on page II-1 of this Registration Statement) 99 Equity Incentive Plan, as amended(1) - ------------------------ (1) Incorporated by reference to Exhibit 10.6 filed as part of the Registrant's Quarterly Report on Form 10-Q for the period ended June 30, 1999, File No. 0-24424. 3 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-8 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 July 27, 2000. CIMA LABS INC. (Registrant) By /s/ John M. Siebert ------------------------------------------- John M. Siebert, Ph.D. President and Chief Executive Officer POWER OF ATTORNEY Each of the undersigned hereby appoints John M. Siebert, Ph.D. and David A. Feste, and each of them (with full power to act alone), as attorneys and agents for the undersigned, with full power of substitution, for and in the name, place and stead of the undersigned, to sign and file with the Securities and Exchange Commission under the Securities Act of 1933, as amended, any and all amendments and exhibits to this Registration Statement and any and all applications, instruments and other documents to be filed with the Securities and Exchange Commission pertaining to the registration of the securities covered hereby, with full power and authority to do and perform any and all acts and things whatsoever requisite and necessary or desirable. 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 indicated on July 27, 2000.
NAME TITLE - --------------------------------------------------- --------------------------------------------------- /s/ John M. Siebert - --------------------------------------------------- President, Chief Executive Officer and Director John M. Siebert, Ph.D. (Principal Executive Officer) /s/ David A. Feste - --------------------------------------------------- Vice President and Chief Financial Officer David A. Feste (Principal Financial Officer and Principal Accounting Officer) /s/ Terrence W. Glarner - --------------------------------------------------- Director Terrence W. Glarner /s/ Steven B. Ratoff - --------------------------------------------------- Director Steven B. Ratoff /s/ Joseph R. Robinson - --------------------------------------------------- Director Joseph R. Robinson, Ph.D.
II-1 4 INDEX TO EXHIBITS
Method Exhibit Description of Filing ------- ----------- --------- 5 Opinion of Faegre & Benson LLP................................................. Filed Electronically 23.1 Consent of Faegre & Benson LLP (contained in its opinion filed as Exhibit 5 to this Registration Statement) 23.2 Consent of Ernst & Young LLP................................................... Filed Electronically 24 Powers of Attorney (included on page II-1 of this Registration Statement) 99 Equity Incentive Plan, as amended(1)........................................... Incorporated by Reference
- ------------------------ (1) Incorporated by reference to Exhibit 10.6 filed as part of the Registrant's Quarterly Report on Form 10-Q for the period ended June 30, 1999, File No. 0-24424. EX-5 2 ex5.txt OPINION OF FAEGRE & BENSON LLP 1 EXHIBIT 5 FAEGRE & BENSON LLP 2200 Wells Fargo Center 90 South Seventh Street Minneapolis, Minnesota 55402 612-336-3000 July 27, 2000 Board of Directors CIMA LABS INC. 10000 Valley View Road Eden Prairie, Minnesota 55334 In connection with the Registration Statement on Form S-8 under the Securities Act of 1933, as amended (the "Registration Statement"), relating to the offering of up to 250,000 shares of Common Stock, par value $.01 per share (the "Shares"), of CIMA LABS INC., a Delaware corporation (the "Company"), pursuant to the Company's Equity Incentive Plan, as amended, we have examined such corporate records and other documents, including the Registration Statement, and have reviewed such matters of law as we have deemed relevant hereto, and, based upon such examination and review, it is our opinion that all necessary corporate action on the part of the Company has been taken to authorize the issuance and sale of the Shares and that, when issued and sold as contemplated in the Registration Statement, the Shares will be legally and validly issued, fully paid and nonassessable. We consent to the filing of this opinion as an exhibit to the Registration Statement. Very truly yours, FAEGRE & BENSON LLP EX-23.2 3 ex23-2.txt CONSENT OF ERNST & YOUNG LLP 1 EXHIBIT 23.2 CONSENT OF INDEPENDENT AUDITORS We consent to the incorporation by reference in the Registration Statement on Form S-8 of CIMA LABS INC. (the "Company") relating to the offering of up to 250,000 of Common Stock, par value $.01 per share, of the Company pursuant to the Company's Equity Incentive Plan 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 the Company included in its Annual Report on Form 10-K/A for the year ended December 31, 1999, filed with the Securities and Exchange Commission. /s/ ERNST & YOUNG LLP Minneapolis, Minnesota July 27, 2000 -----END PRIVACY-ENHANCED MESSAGE-----