8-K

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

June 15, 2004

  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)

TABLE OF CONTENTS

	Item 5. Other Events.
	Item 7(c). Exhibits.
SIGNATURES
Exhibit Index
Press Release

Item 5. Other Events.

     On June 15, 2004, CIMA LABS INC. (the “Company”) issued a press release announcing that its stockholders voted to approve the Agreement and Plan of Merger, dated as of November 3, 2003 (the “Agreement”), by and among the Company, Cephalon, Inc. and C MergerCo, Inc. at a special stockholders’ meeting held in Bloomington, Minnesota on June 15, 2004. The transaction contemplated by the Agreement remains subject to approval by the Federal Trade Commission, which is currently reviewing the transaction. The press release is attached hereto as Exhibit 99.1 and is 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: June 21, 2004

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 June 15, 2004.	Filed herewith

EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

James Hawley, CFO
CIMA LABS INC.
(952) 947-8700
investorrelations@cimalabs.com or Ehren Lister, Account Executive
Sharon Merrill Associates, Inc.
(617) 542-5300
elister@investorrelations.com

CIMA LABS’ STOCKHOLDERS APPROVE MERGER AGREEMENT
WITH CEPHALON

Eden Prairie, MN — June 15, 2004 — CIMA LABS INC. (NASDAQ: CIMA) announced today that the stockholders of the Company voted to approve the Agreement and Plan of Merger between the Company and Cephalon, Inc. (Nasdaq: CEPH) at a special stockholders’ meeting held today in Bloomington, Minnesota. The merger remains subject to approval by the Federal Trade Commission, which is currently reviewing the transaction.

Approximately 99.4 percent of stockholders present in person or by proxy voted in favor of the merger agreement. The number of shares voting to approve the Agreement and Plan of Merger represents approximately 71.3 percent of the outstanding shares entitled to vote.

On November 3, 2003, CIMA and Cephalon entered into a definitive merger agreement under which Cephalon would acquire all the outstanding common shares of CIMA for $34 per share in cash.

About CIMA:

CIMA develops and manufactures prescription and over-the-counter products based upon its proprietary, orally disintegrating drug delivery technologies, OraSolv® and DuraSolv®. Based on its technologies, an active drug ingredient, which the company frequently taste-masks, is formulated into a new, orally disintegrating dosage form that dissolves quickly in the mouth without chewing or the need for water. The company develops and manufactures orally disintegrating versions of drugs for pharmaceutical company partners for whom CIMA currently produces three branded prescription pharmaceuticals and four over-the-counter brands. CIMA also is developing proprietary products utilizing its orally disintegrating technologies, as well as its new OraVescent® enhanced absorption, transmucosal drug delivery system.

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