-----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, CdLbi8bOi7NgJsdKZFC1B5CV5kwmK7kBogDbjIwLWwQR1Ec2RjKmvJy4ybg8smRd Sub+gmpN76nJoQS8nvJY7w== 0001179110-04-016468.txt : 20040812 0001179110-04-016468.hdr.sgml : 20040812 20040812190703 ACCESSION NUMBER: 0001179110-04-016468 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040812 FILED AS OF DATE: 20040812 ISSUER: 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 BUSINESS ADDRESS: STREET 1: 10000 VALLEY VIEW ROAD CITY: EDEN PRAIRIE STATE: MN ZIP: 55344-9361 BUSINESS PHONE: 9529478700 MAIL ADDRESS: STREET 1: 10000 VALLEY VIEW ROAD CITY: EDEN PRAIRIE STATE: MN ZIP: 55344-9361 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: HAWLEY JAMES C CENTRAL INDEX KEY: 0001226647 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-24424 FILM NUMBER: 04971572 BUSINESS ADDRESS: STREET 1: 10000 VALLEY VIEW ROAD CITY: EDEN PRAIRIE STATE: MN ZIP: 55344 BUSINESS PHONE: 9529478745 MAIL ADDRESS: STREET 1: 10000 VALLEY VIEW ROAD CITY: EDEN PRAIRIE STATE: MN ZIP: 55344 4 1 edgar.xml FORM 4 - X0202 4 2004-08-12 1 0000833298 CIMA LABS INC CIMA 0001226647 HAWLEY JAMES C 10000 VALLEY VIEW ROAD EDEN PRAIRIE MN 55344 0 1 0 0 V.P., CFO and Secretary Common Stock 2004-08-12 4 D 0 213 34 D 0 D Common Stock Option (right to buy) 22.86 2004-08-12 4 D 0 50000 11.14 D 2013-04-26 Common Stock 50000 0 D This option, which provided for vesting in four equal annual installments beginning April 26, 2004, was cancelled pursuant to the merger agreement between issuer and Cephalon, Inc. in exchange for a cash payment equal to the difference between the exercise price of the option and $34 per share. /s/ Chris A. Rauschl, attorney-in-fact 2004-08-12 EX-24 2 ex24hawley.txt POWER OF ATTORNEY I, James C. Hawley, hereby authorize and designate each of Gale R. Mellum, Keyna P. Skeffington,and Chris A. rauschl, signing singly, as my true and lawful attorney-in-fact to: (1) execute for and on my behalf, in my capacity as an officer, director and/or greater than 10% shareholder of CIMA LABS INC.(the "Company"), Forms 3, 4 and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934 (the "Exchange Act") and the rules and regulations promulgated thereunder; (2) do and perform any and all acts for and on my behalf which may be necessary or desirable to complete and execute any such Form 3, 4 or 5 and timely file such form with the Securities and Exchange Commission, any stock exchange or similar authority, and the National Association of Securities Dealers; and (3) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be to my benefit, in my best interest, or legally required of me, it being understood that the statements executed by such attorney-in-fact on my behalf pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact's discretion. I hereby further grant to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as I might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in- fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted. I hereby acknowledge that the foregoing attorneys-in-fact, in serving in such capacity at my request, are not assuming, nor is the Company or any such attorney-in-fact's substitute or substitutes assuming, any of my responsibilities to comply with Section 16 of the Exchange Act. This Power of Attorney shall remain in full force and effect until I am no longer required to file Forms 3, 4 and 5 with respect to my holdings of and transactions in securities issued by the Company, unless earlier revoked by me in a signed writing delivered to the foregoing attorneys-in-fact. Notwithstanding the foregoing, if any such attorney-in-fact hereafter ceases to be either a partner or employee of Faegre & Benson LLP,this Power of Attorney shall be automatically revoked solely as to such individual, immediately upon such cessation, without any further action on my part. I hereby revoke all previous Powers of Attorney that have been granted by me in connection with my reporting obligations under Section 16 of the Exchange Act with respect to my holdings of and transactions in securities issued by the Company. IN WITNESS WHEREOF, I have caused this Power of Attorney to be duly executed as of this 2nd day of April, 2003. /s/ James C. Hawley -----END PRIVACY-ENHANCED MESSAGE-----