UNITED STATES ~~SECURITIES AND EXCHANGE COMMISSION~~

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

~~November 3~~June 15, ~~2003~~ 2004 Date of report (Date of earliest event reported)

~~Date~~CIMA ofLABS ~~report~~INC. (~~Date~~Exact Name of ~~earliest~~Registrant ~~event~~as ~~reported~~Specified in its Charter)

CIMA LABS INC.


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)

(~~Exact~~952) ~~Name~~947-8700 of (Registrant’s asTelephone ~~Specified~~Number, inIncluding ~~its~~Area ~~Charter~~Code)

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.
	Item 9. Regulation FD Disclosure.
SIGNATURES
Exhibit Index
EXHIBIT 2.1
Press Release
EXHIBIT 4.1
EXHIBIT 99.1

Item 5. Other Events.

On ~~November~~June 315, ~~2003~~2004, CIMA LABS INC., ~~a Delaware corporation~~ (the “~~CIMA~~Company”), issued a press release ~~announced~~announcing that itits ~~terminated~~stockholders ~~that~~voted ~~certain~~to approve the Agreement and Plan of Merger, dated ~~August~~ as of November 53, 2003 (the “Agreement”), by and among ~~CIMA~~the Company, ~~aaiPharma~~Cephalon, Inc. ~~(“aaiPharma”),~~and ~~Scarlet Holding~~C ~~Corporation, Scarlet~~ MergerCo, Inc. ~~and~~at ~~Crimson~~a ~~MergerCo~~special stockholders’ meeting held in Bloomington, ~~Inc~~Minnesota on June 15, 2004. ~~(the~~The transaction contemplated ~~“CIMA/aaiPharma~~by the Agreement~~”).~~ Inremains ~~connection~~subject ~~with~~to approval by the ~~termination~~Federal ofTrade ~~the~~Commission, ~~CIMA/aaiPharma~~which ~~Agreement,~~is ~~CIMA~~currently ~~paid~~reviewing tothe ~~aaiPharma~~transaction. aThe ~~termination~~press ~~fee~~release ofis attached ~~$11,500,000~~hereto as ~~required~~Exhibit 99.1 byand ~~the~~is ~~agreement~~incorporated herein by reference.

Following the termination of the CIMA/aaiPharma Agreement, CIMA, Cephalon, Inc., a Delaware corporation (“Cephalon”), and C MergerCo, Inc., a Delaware corporation and a direct, wholly owned subsidiary of Cephalon (“C MergerCo”), entered into an Agreement and Plan of Merger, dated as of NovemberItem ~~3, 2003~~ 7(~~the “CIMA/Cephalon Agreement”~~c). ~~Pursuant to the CIMA/Cephalon Agreement, Cephalon will acquire CIMA through the merger of C MergerCo with and into CIMA, with CIMA surviving as a wholly-owned subsidiary of Cephalon (the “Merger”)~~Exhibits. In ~~connection with the Merger, each outstanding share of CIMA common stock will be~~ ~~converted into the right to receive $34.00 per share in cash. Each outstanding~~ ~~option to purchase CIMA common stock, whether or not vested or exercisable,~~ will be converted into the right to receive an amount of cash equal to $34.00 less the exercise price for such option. The completion of the Merger is subject to several conditions, including the approval of the Merger by the stockholders of CIMA and the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976. A copy of the CIMA/Cephalon Agreement is attached as Exhibit 2.1 to this Form 8-K.

InSee connection with the CIMA/Cephalon Agreement, CIMA entered into a second amendment (the “Rights Agreement Amendment”) to its Amended and Restated Rights Agreement dated as of June 26, 2001 (the “Rights Agreement”). A copy of the second amendment is attached as Exhibit 4Index.~~1 to this Current Report on Form 8-K.~~ ~~A copy of the Rights Agreement is filed as Exhibit 1 to Amendment~~ ~~No. 1 to CIMA’s Registration Statement on Form 8-A/A filed with the U.S. Securities and~~ ~~Exchange Commission on July 18, 2001.~~

TheTable foregoing description of the Merger, the CIMA/Cephalon Agreement and the Rights Agreement Amendment is qualified in its entirety by reference to the CIMA/Cephalon Agreement and the Rights Agreement Amendment, attached as Exhibits 2.1 and 4.1 to this Current Report on Form 8-K, respectively, and incorporated herein by reference. Contents

~~Item 7(c). Exhibits.~~SIGNATURES

~~See~~Pursuant ~~Exhibit Index.~~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.

~~Item 9.~~Date: ~~Regulation~~June FD21, ~~Disclosure.~~2004

~~On November 3, 2003~~ CIMA ~~and~~LABS ~~Cephalon issued a joint press release announcing the execution of the Merger Agreement~~INC. ~~The~~By ~~joint~~/s/ ~~press~~James ~~release is furnished as Exhibit 99~~C.1 toHawley ~~this~~James ~~Form 8-K~~C. ~~Such~~Hawley ~~information~~Vice ~~shall~~President, ~~not~~Chief beFinancial ~~deemed “filed”~~Officer ~~for purposes of Section 18 of the Securities~~ and Exchange Act of 1934, as amended, and is not incorporated by reference into any filing of CIMA, whether made before or after the date hereof, regardless of any general incorporation language in such filing. Secretary

~~SIGNATURES~~Exhibit Index

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.


Exhibit No.	Description	Method of Filing
99.1	Press Release dated June 15, 2004.	Filed herewith

Date: November 3, 2003
		CIMA LABS INC.
		By: /s/ James C. Hawley
		James C. Hawley Vice President, Chief Financial Officer and Secretary

Exhibit Index

Exhibit No.	Description	Method of Filing
2.1	Agreement and Plan of Merger, dated as of November 3, 2003, by and between Cephalon, Inc., CIMA LABS INC., and C MergerCo, Inc.	Filed herewith
4.1	Second Amendment to Amended and Restated Rights Agreement dated as of November 3, 2003.	Filed herewith
99.1	Joint Press Release dated November 3, 2003.	Filed herewith

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