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<TITLE>September 22 2009 S-8 DOC</TITLE>
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<FONT SIZE="2" color="FF0000"><B><P>Note:<A HREF="forms-8.pdf"> PDF provided as a courtesy</A></P></B></FONT>

<B><FONT FACE="Arial" SIZE=3><P ALIGN="RIGHT">As filed with the Securities and Exchange Commission on September 22, 2009<BR>
 Registration No. 333-____</P>
</FONT></FONT><FONT FACE="Arial" SIZE=5><FONT FACE="Arial" SIZE=4><P ALIGN="CENTER">UNITED STATES<BR>
                  SECURITIES AND EXCHANGE COMMISSION<BR>
</FONT></FONT><FONT FACE="Arial"> WASHINGTON, D.C. 20549</P>
</B></FONT><FONT FACE="Arial" SIZE=1><FONT FACE="Arial" SIZE=1>
</FONT></FONT><B><FONT FACE="Arial" SIZE=5><FONT FACE="Arial" SIZE=5><P ALIGN="CENTER">FORM S-8</P>
</FONT></FONT><FONT FACE="Arial"><P ALIGN="CENTER">REGISTRATION STATEMENT<BR>
Under<BR>
The Securities Act of 1933</P>
</B></FONT><FONT FACE="Arial" SIZE=1><FONT FACE="Arial" SIZE=1>
<P ALIGN="CENTER"><IMG SRC="logo.gif"></P>
</FONT></FONT><B><FONT FACE="Arial" SIZE=5><FONT FACE="Arial" SIZE=4><P ALIGN="CENTER">PHARMACYCLICS, INC.<BR>
</B></FONT></FONT><FONT FACE="Arial" SIZE=1><FONT FACE="Arial" SIZE=1> (Exact Name of Registrant as
Specified in Its Charter)</P></FONT></FONT>

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<B><U><FONT FACE="Arial" SIZE=3><FONT FACE="Arial" SIZE=3><P ALIGN="CENTER">Delaware</U><BR>
</B></FONT></FONT><FONT FACE="Arial" SIZE=1><FONT FACE="Arial" SIZE=1>(State or Other Jurisdiction of Incorporation or
Organization)</FONT></FONT></TD>
<TD WIDTH="5%" VALIGN="TOP" HEIGHT=32><P></P></TD>
<TD WIDTH="45%" VALIGN="TOP" HEIGHT=32>
<B><U><FONT FACE="Arial" SIZE=3><FONT FACE="Arial" SIZE=3><P ALIGN="CENTER">94-3148201</U><BR>
</B></FONT></FONT><FONT FACE="Arial" SIZE=1><FONT FACE="Arial" SIZE=1>(IRS Employer Identification
Number)</FONT></FONT></TD>
</TR>
</TABLE>

<FONT FACE="Arial" SIZE=1><FONT FACE="Arial" SIZE=1>
</FONT></FONT><B><FONT FACE="Arial"><P ALIGN="CENTER">995 East Arques Avenue<BR>
<U>Sunnyvale, California 94085-4521</U><BR>
</B></FONT><FONT FACE="Arial" SIZE=1><FONT FACE="Arial" SIZE=1>(Address, including zip code, of Registrant's principal executive
offices)</P>
</FONT></FONT><FONT FACE="Arial" SIZE=1><FONT FACE="Arial" SIZE=1>
</FONT></FONT><B><FONT FACE="Arial"><P ALIGN="CENTER">PHARMACYCLICS, INC. <BR>
2004 EQUITY INCENTIVE AWARD PLAN<BR>
                  EMPLOYEE STOCK PURCHASE PLAN<BR>
</B></FONT><FONT FACE="Arial" SIZE=1><FONT FACE="Arial" SIZE=1>(Full Title of the Plan)</P>
</FONT></FONT><FONT FACE="Arial" SIZE=1><FONT FACE="Arial" SIZE=1>
</FONT></FONT><B><FONT FACE="Arial" SIZE=1><FONT FACE="Arial" SIZE=1><P ALIGN="CENTER">Robert W. Duggan<BR>
                  Chairman of the Board and Chief Executive Officer<BR>
                  Pharmacyclics, Inc.<BR>
                  995 East Arques Avenue<BR>
                  Sunnyvale, California 94085-4521<BR>
                  (408) 774-0330<BR>
</B></FONT></FONT><FONT FACE="Arial" SIZE=1><FONT FACE="Arial" SIZE=1>
</FONT></FONT><FONT FACE="Arial" SIZE=1><FONT FACE="Arial" SIZE=1>                  (Name and Address and Telephone
Number, including Area Code, of Agent for Service)</P>

<I><P ALIGN="CENTER">Copy to:<BR>
</I><B>                  Adam W. Finerman, Esq.<BR>
                  Olshan Grundman Frome Rosenzweig &amp; Wolosky LLP<BR>
                  Park Avenue Tower<BR>
                  65 East 55<SUP>th</SUP> Street<BR>
                  New York, New York 10022<BR>
                  (212) 451-2300</P></B>

<FONT FACE="Arial" SIZE="2">
<P>Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller
reporting company.  See the definitions of &quot;large accelerated filer,&quot; &quot;accelerated filer&quot; and &quot;smaller reporting
company&quot; in Rule 12b-2 of the Exchange Act.
(Check one):

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Large accelerated filer  &nbsp;&nbsp; <FONT FACE="WINGDINGS">&#168; <FONT FACE="Arial">
</FONT></TD>
<TD WIDTH="20%" VALIGN="TOP">
<FONT SIZE=2><P>
Accelerated filer &nbsp;&nbsp; <FONT FACE="WINGDINGS">&#168; <FONT FACE="Arial">
</FONT></TD>
<TD WIDTH="35%" VALIGN="TOP">
<FONT SIZE=2><P>
Non-accelerated filer &nbsp;&nbsp; <FONT FACE="WINGDINGS">&#168; <FONT FACE="Arial">
<BR>(Do not check if a smaller reporting company)
</FONT></TD>
<TD WIDTH="25%" VALIGN="TOP">
<FONT SIZE=2><P>
Smaller reporting company &nbsp;&nbsp; <FONT FACE="WINGDINGS">&#120; <FONT FACE="Arial"></P>
</FONT></TD>
</TR>
</TABLE>

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<B><FONT FACE="Arial" SIZE=1><FONT FACE="Arial" SIZE=1><P ALIGN="CENTER">CALCULATION OF REGISTRATION
FEE</B></FONT></FONT></TD>
</TR>
<TR><TD WIDTH="33%" VALIGN="BOTTOM">
<B><FONT FACE="Arial" SIZE=1><FONT FACE="Arial" SIZE=1><P ALIGN="CENTER">Title of Each Class of <BR>
                  Securities to be <BR>
                  Registered</B></FONT></FONT></TD>
<TD WIDTH="17%" VALIGN="BOTTOM">
<B><FONT FACE="Arial" SIZE=1><FONT FACE="Arial" SIZE=1><P ALIGN="CENTER">Amount<BR>
to be<BR>
Registered  (1)</B></FONT></FONT></TD>
<TD WIDTH="18%" VALIGN="BOTTOM">
<B><FONT FACE="Arial" SIZE=1><FONT FACE="Arial" SIZE=1><P ALIGN="CENTER">Proposed Maximum Offering Price Per Share
(2)</B></FONT></FONT></TD>
<TD WIDTH="18%" VALIGN="BOTTOM">
<B><FONT FACE="Arial" SIZE=1><FONT FACE="Arial" SIZE=1><P ALIGN="CENTER">Proposed Maximum Aggregate Offering Price
(2)</B></FONT></FONT></TD>
<TD WIDTH="14%" VALIGN="BOTTOM">
<B><FONT FACE="Arial" SIZE=1><FONT FACE="Arial" SIZE=1><P ALIGN="CENTER">Amount of<BR>
Registration<BR>
Fee</B></FONT></FONT></TD>
</TR>
<TR><TD WIDTH="33%" VALIGN="MIDDLE">
<FONT FACE="Arial" SIZE=1><FONT FACE="Arial" SIZE=1><P>Common Stock, par value $0.0001 per share issuable pursuant to the
Pharmacyclics, Inc. 2004 Equity Incentive Award Plan</FONT></FONT></TD>
<TD WIDTH="17%" VALIGN="MIDDLE">
<FONT FACE="Arial" SIZE=1><FONT FACE="Arial" SIZE=1>
<P ALIGN="CENTER">3,000,000 shares</FONT></FONT></TD>
<TD WIDTH="18%" VALIGN="MIDDLE">
<FONT FACE="Arial" SIZE=1><FONT FACE="Arial" SIZE=1><P ALIGN="CENTER"></P>
<P ALIGN="CENTER">$1.94</FONT></FONT></TD>
<TD WIDTH="18%" VALIGN="MIDDLE">
<FONT FACE="Arial" SIZE=1><FONT FACE="Arial" SIZE=1><P ALIGN="CENTER"></P>
<P ALIGN="CENTER">$5,820,000</FONT></FONT></TD>
<TD WIDTH="14%" VALIGN="MIDDLE">
<FONT FACE="Arial" SIZE=1><FONT FACE="Arial" SIZE=1><P ALIGN="CENTER"></P>
<P ALIGN="CENTER">$324.76</FONT></FONT></TD>
</TR>
<TR><TD WIDTH="33%" VALIGN="MIDDLE">
<FONT FACE="Arial" SIZE=1><FONT FACE="Arial" SIZE=1><P>Common Stock, par value $0.0001 per share issuable pursuant to the
Pharmacyclics, Inc. Employee Stock Purchase Plan</FONT></FONT></TD>
<TD WIDTH="17%" VALIGN="MIDDLE">
<FONT FACE="Arial" SIZE=1><FONT FACE="Arial" SIZE=1>
<P ALIGN="CENTER">300,000 shares</FONT></FONT></TD>
<TD WIDTH="18%" VALIGN="MIDDLE">
<FONT FACE="Arial" SIZE=1><FONT FACE="Arial" SIZE=1><P ALIGN="CENTER"></P>
<P ALIGN="CENTER">$1.94</FONT></FONT></TD>
<TD WIDTH="18%" VALIGN="MIDDLE">
<FONT FACE="Arial" SIZE=1><FONT FACE="Arial" SIZE=1><P ALIGN="CENTER"></P>
<P ALIGN="CENTER">$582,000</FONT></FONT></TD>
<TD WIDTH="14%" VALIGN="MIDDLE">
<FONT FACE="Arial" SIZE=1><FONT FACE="Arial" SIZE=1><P ALIGN="CENTER"></P>
<P ALIGN="CENTER">$32.48</FONT></FONT></TD>
</TR>
</TABLE>

<FONT FACE="Arial" SIZE=2><FONT FACE="Arial" SIZE=2>

<SUP><P>(1)&#9;</SUP>Represents an additional 3,000,000 shares to be offered and sold under the Pharmacyclics, Inc. 2004 Equity
Incentive Award Plan (the &quot;2004 Plan&quot;) and an additional 300,000 shares to be offered and sold under the Pharmacyclics, Inc.
Employee Stock Purchase Plan (the &quot;Purchase Plan&quot;) and comprise 3,300,000 shares not previously registered.  Pursuant to
Rule 416 (a), this Registration Statement shall also cover any additional shares of the registrant's Common Stock that become issuable under
the registrant's 2004 Plan and Purchase Plan by reason of any stock dividend, stock split, recapitalization or other similar transaction effected
without receipt of consideration that increases the number of outstanding shares of Common Stock.</P>


<SUP><P>(2)</SUP> &#9;Estimated solely for the purposes of calculating the registration fee pursuant to Rule 457(h) under the Securities
Act of 1933, as amended (the &quot;Securities Act&quot;), and is based on the average of the high and low sales price of the Common
Stock, as reported on the Nasdaq National Market on September 17, 2009. </P>


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<B><P ALIGN="CENTER">PART I<BR>
<BR>
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS</P>
</B><P>The information called for in Part I of Form S-8 is not being filed with or included in this Registration Statement on Form S-8 (by
incorporation, by reference or otherwise) in accordance with the rules and regulations of the Securities and Exchange Commission (the
&quot;Commission&quot;).</P>

<P ALIGN="CENTER">                                             1

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<B><P ALIGN="CENTER">PART II<BR>
<BR>
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT</P>
<P>Item 3.&#9;Incorporation of Documents by Reference.</P>
</B><P>The following documents filed by the Registrant with the Commission are incorporated herein by reference:</P>

<DIR>

<P>(a)&#9;our Annual Report on Form&nbsp;10-K for the year ended June 30, 2009, filed with the SEC on September 22, 2009;</P>
<P>(b)&#9;our Current Reports on Form 8-K filed with the SEC on July 17, 2009, July 24, 2009, August 6, 2009 and September 17, 2009; and</P>
<P>(c)&#9;the description of our common stock contained in our registration statement on Form 8-A filed with the SEC on October 20, 1995,
including any amendment or report filed for the purpose of updating that description. </P>

</DIR>

<P>In addition, all documents filed by Pharmacyclics, Inc. pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of
this registration statement and prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or
which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this registration statement and to
be a part of it from the respective dates of filing such documents.  Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded for purposes of this registration statement to the extent that a
statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement.  Any such statement so modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this registration statement.  Under no circumstances will any information filed under items 2.02 or 7.01 of
Form 8-K be deemed to be incorporated by reference unless such Form 8-K expressly provides to the contrary.</P>
<B><P>Item 4. Description of Securities.</P>
</B><P>Not applicable. </P>
<B><P>Item 5. Interests of Named Experts and Counsel.</P>
</B><P>&nbsp;&nbsp;&nbsp;&nbsp;Not applicable.</P>
<B><P>Item 6. Indemnification of Directors and Officers. </P>
</B><P>Under Section 145 of the Delaware General Corporation Law (the &quot;DGCL&quot;), the Registrant has broad powers to
indemnify its directors and officers against liabilities they may incur in such capacities, including liabilities under the Securities Act of 1933, as
amended (the "1933 Act"). The Registrant's Bylaws (the "Bylaws") provide that the Registrant shall indemnify its directors and officers if such
officer or director acted (i) in good faith, (ii) in a manner reasonably believed to be in or not opposed to the best interests of the Registrant,
and (iii) with respect to any criminal action or proceeding, had no reasonable cause to believe such conduct was unlawful. The Registrant
believes that indemnification under its Bylaws covers at least negligence and gross negligence, and requires the Registrant to advance
litigation expenses in the case of stockholder derivative actions or other actions, against an undertaking by the directors and officers to repay
such advances if it is ultimately determined that the director is not entitled to indemnification. The Bylaws further provide that rights conferred
under such Bylaws shall not be deemed to be exclusive of any other right such persons may have or acquire under any agreement, vote of
stockholders or disinterested directors, or otherwise.</P>

<P ALIGN="CENTER">                                             II-1

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<P>In addition, the Registrant's Certificate of Incorporation (the "Certificate of Incorporation") provides that, to the fullest extent permitted by
the DGCL, none of its directors shall be liable for monetary damages for breach of his or her fiduciary duty of care to the Registrant and its
stockholders. This provision in the Certificate of Incorporation does not eliminate the duty of care, and in appropriate circumstances equitable
remedies such as injunctive or other forms of non-monetary relief will remain available under Delaware law. In addition, each director will
continue to be subject to liability for breach of the director's duty of loyalty to the Registrant for acts or omissions not in good faith or involving
intentional misconduct, for knowing violations of law, for actions leading to improper personal benefit to the director, and for payment of
dividends or approval of stock repurchases or redemptions that are unlawful under Delaware law. The provision also does not affect a
director's responsibilities under any other law, such as the federal securities laws or state or federal environmental laws. The Certificate of
Incorporation further provides that the Registrant shall indemnify its directors and officers to the fullest extent permitted by law.</P>
<P>The Registrant has obtained a liability insurance policy for the officers and directors that, subject to certain limitations, terms and
conditions, will insure them against losses arising from wrongful acts (as defined by the policy) in their capacity as directors or officers.</P>
<P>In addition, the Registrant has entered into agreements to indemnify its directors and certain of its officers in addition to the
indemnification provided for in the Certificate of Incorporation and Bylaws. These agreements, among other things, indemnify the Registrant's
directors and certain of its officers for certain expenses (including attorneys fees), judgments, fines and settlement amounts incurred by such
person in any action or proceeding, including any action by or in the right of the Registrant, on account of services as a director or officer of
the Registrant or as a director or officer of any subsidiary of the Registrant, or as a director or officer of any other company or enterprise that
the person provides services to at the request of the Registrant.</P>
<B><P>Item 7. Exemption from Registration Claimed.</P>
</B><P>Not applicable.</P>
<B><P>Item 8.&#9;Exhibits.</P>
</B><P>See the Index to Exhibits.</P>

<B><P>Item 9.&#9;Undertakings.</P>
<DIR>

</B></FONT></FONT><FONT SIZE=2><P>(a)&nbsp;The undersigned Company hereby undertakes: </P>
<P>&nbsp;(1)&nbsp;To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration
Statement: </P>

<DIR>
<DIR>

<P>&nbsp;&nbsp;&nbsp;&nbsp;(i)&nbsp;&nbsp;to include any prospectus required by Section&nbsp;10(a)(3) of the Act; </P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;(ii)&nbsp;to reflect in the prospectus any facts or events arising after the effective date of this 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 is Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered
(if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule&nbsp;424(b) if, in
the aggregate, the changes in volume and price represent no more than a 20&nbsp;percent change in the maximum aggregate offering price
set forth in the "Calculation of Registration Fee" table in the effective Registration Statement; and </P>

</DIR>
</DIR>

<P ALIGN="CENTER">                                             II-2

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<DIR>
<DIR>

<P>&nbsp;&nbsp;&nbsp;&nbsp;(iii)&nbsp;to include any material information with respect to the plan of distribution not previously disclosed
in this Registration Statement or any material change to such information in this Registration Statement. </P>

</DIR>
</DIR>

<P>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 with the Commission by the Registrant pursuant to Section 13 or Section 15(d) of
the Exchange Act that are incorporated by reference in this Registration Statement.</P>
<P>&nbsp;&nbsp;&nbsp;&nbsp;(2)&nbsp;The Company hereby undertakes that, for the purposes of determining any liability under the
Securities Act, 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. </P>
<P>&nbsp;&nbsp;&nbsp;&nbsp;(3)&nbsp;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. </P>
<P>&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;That, for purposes of determining any liability under the Securities Act, each filing of the Company's
annual report pursuant to Section&nbsp;13(a) or 15(d) of the Exchange Act that is incorporated by reference in this Registration Statement
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. </P>
<P>&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;Insofar as indemnification for liabilities arising under the Securities Act may be permitted to
directors, officers and controlling persons of the Company pursuant to the foregoing provisions, or otherwise, the Company has been advised
that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Company of expenses
incurred or paid by a director, officer or controlling person of the Company 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 Company 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 Securities Act and will be governed by the final adjudication of such
issue. </P>
</DIR>

<P ALIGN="CENTER">                                             II-3

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<B><P ALIGN="CENTER">SIGNATURES</P>
</B><P>Pursuant to the requirements of the Securities Act of 1933, the 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 Sunnyvale, State of California, on September 22, 2009.</P><DIR>
<DIR>
<DIR>
<DIR>
<DIR>
<DIR>
<DIR>
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<DIR>
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<DIR>

<B><P>PHARMACYCLICS, INC.</B><BR>
<BR>
&#9;<U><BR>
By:  /s/  Robert W.
Duggan&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp
;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; <BR>
</U> Robert W. Duggan<BR>
   Chairman of the Board and Chief Executive Officer<BR>
</P></DIR>
</DIR>
</DIR>
</DIR>
</DIR>
</DIR>
</DIR>
</DIR>
</DIR>
</DIR>
</DIR>

<P>Each person whose signature appears below constitutes and appoints Robert W. Duggan and Rainer (Ramses) Erdtmann, and each of
them, his true and lawful attorneys-in-fact and agents, each with full power of substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement,
and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission,
granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing
requisite and necessary to be done pertaining to the current offering in order to effectuate the same as fully, to all intents and purposes, as he
might or could do in person, hereby ratifying and confirming all that each of said attorneys-in-fact and agents, or either of them, may lawfully
do or cause to be done by virtue hereof.</P>
<P>Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the
capacities indicated on the dates indicated:</P>


<TABLE CELLSPACING=0 BORDER=0 CELLPADDING=1 WIDTH=100%>
<TR><TD WIDTH="30%" VALIGN="TOP">
<B><FONT FACE="Arial" SIZE=2><FONT FACE="Arial" SIZE=2><P ALIGN="CENTER">Signature</B></FONT></FONT></TD>
<TD WIDTH="46%" VALIGN="TOP">
<B><FONT FACE="Arial" SIZE=2><FONT FACE="Arial" SIZE=2><P ALIGN="CENTER">Title</B></FONT></FONT></TD>
<TD WIDTH="24%" VALIGN="TOP">
<B><FONT FACE="Arial" SIZE=2><FONT FACE="Arial" SIZE=2><P ALIGN="CENTER">Date</B></FONT></FONT></TD>
</TR>
<TR><TD WIDTH="30%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="46%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="24%" VALIGN="TOP">&nbsp;</TD>
</TR>
<TR><TD WIDTH="30%" VALIGN="TOP" HEIGHT=21>
<FONT FACE="Arial" SIZE=2><FONT FACE="Arial" SIZE=2><U><P>/s/ Robert W. Duggan &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; </U></FONT></TD>
<TD WIDTH="46%" VALIGN="TOP" ROWSPAN=2 HEIGHT=21>
<FONT FACE="Arial" SIZE=2><FONT FACE="Arial" SIZE=2><P>Chairman of the Board and <BR>
Chief Executive Officer <BR>
(Principal Executive Officer)</FONT></FONT></TD>
<TD WIDTH="24%" VALIGN="TOP" HEIGHT=21>
<FONT FACE="Arial" SIZE=2><FONT FACE="Arial" SIZE=2><P> September 22, 2009</FONT></FONT></TD>
</TR>
<TR><TD WIDTH="30%" VALIGN="TOP">
<FONT FACE="Arial" SIZE=2><FONT FACE="Arial" SIZE=2><P>Robert W. Duggan</FONT></FONT></TD>
<TD WIDTH="24%" VALIGN="TOP">&nbsp;</TD>
</TR>
<TR><TD WIDTH="30%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="46%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="24%" VALIGN="TOP">&nbsp;</TD>
</TR>
<TR><TD WIDTH="30%" VALIGN="TOP" HEIGHT=21>
<FONT FACE="Arial" SIZE=2><FONT FACE="Arial" SIZE=2><U><P>/s/ Glenn C. Rice, Ph.D. &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; </U></FONT></TD>
<TD WIDTH="46%" VALIGN="TOP" ROWSPAN=2 HEIGHT=21>
<FONT FACE="Arial" SIZE=2><FONT FACE="Arial" SIZE=2><P>President, Chief Operating Officer and  Director</FONT></FONT></TD>
<TD WIDTH="24%" VALIGN="TOP" HEIGHT=21>
<FONT FACE="Arial" SIZE=2><FONT FACE="Arial" SIZE=2><P> September 22, 2009</FONT></FONT></TD>
</TR>
<TR><TD WIDTH="30%" VALIGN="TOP">
<FONT FACE="Arial" SIZE=2><FONT FACE="Arial" SIZE=2><P>Glenn C. Rice, Ph.D.</FONT></FONT></TD>
<TD WIDTH="24%" VALIGN="TOP">&nbsp;</TD>
</TR>
<TR><TD WIDTH="30%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="46%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="24%" VALIGN="TOP">&nbsp;</TD>
</TR>
<TR><TD WIDTH="30%" VALIGN="TOP" HEIGHT=21>
<FONT FACE="Arial" SIZE=2><FONT FACE="Arial" SIZE=2><U><P>/s/ Rainer M. Erdtmann &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; </U></FONT></TD>
<TD WIDTH="46%" VALIGN="TOP" ROWSPAN=2 HEIGHT=21>
<FONT FACE="Arial" SIZE=2><FONT FACE="Arial" SIZE=2><P>VP Finance and Administration <BR>
and Secretary (Principal Financial Officer <BR>
and Principal Accounting Officer)</FONT></FONT></TD>
<TD WIDTH="24%" VALIGN="TOP" HEIGHT=21>
<FONT FACE="Arial" SIZE=2><FONT FACE="Arial" SIZE=2><P> September 22, 2009</FONT></FONT></TD>
</TR>
<TR><TD WIDTH="30%" VALIGN="TOP">
<FONT FACE="Arial" SIZE=2><FONT FACE="Arial" SIZE=2><P>Rainer M. Erdtmann</FONT></FONT></TD>
<TD WIDTH="24%" VALIGN="TOP">&nbsp;</TD>
</TR>
<TR><TD WIDTH="30%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="46%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="24%" VALIGN="TOP">&nbsp;</TD>
</TR>
<TR><TD WIDTH="30%" VALIGN="TOP" HEIGHT=21>
<FONT FACE="Arial" SIZE=2><FONT FACE="Arial" SIZE=2><U><P>/s/ Cynthia C. Bamdad, Ph.D. &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; </U></FONT></TD>
<TD WIDTH="46%" VALIGN="TOP" ROWSPAN=2 HEIGHT=21>
<FONT FACE="Arial" SIZE=2><FONT FACE="Arial" SIZE=2><P>Director</FONT></FONT></TD>
<TD WIDTH="24%" VALIGN="TOP" HEIGHT=21>
<FONT FACE="Arial" SIZE=2><FONT FACE="Arial" SIZE=2><P> September 22, 2009</FONT></FONT></TD>
</TR>
<TR><TD WIDTH="30%" VALIGN="TOP">
<FONT FACE="Arial" SIZE=2><FONT FACE="Arial" SIZE=2><P>Cynthia C. Bamdad, Ph.D.</FONT></FONT></TD>
<TD WIDTH="24%" VALIGN="TOP">&nbsp;</TD>
</TR>
<TR><TD WIDTH="30%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="46%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="24%" VALIGN="TOP">&nbsp;</TD>
</TR>
<TR><TD WIDTH="30%" VALIGN="TOP" HEIGHT=21>
<FONT FACE="Arial" SIZE=2><FONT FACE="Arial" SIZE=2><U><P>/s/ Minesh P. Mehta, M.D. &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; </U></FONT></TD>
<TD WIDTH="46%" VALIGN="TOP" ROWSPAN=2 HEIGHT=21>
<FONT FACE="Arial" SIZE=2><FONT FACE="Arial" SIZE=2><P>Director</FONT></FONT></TD>
<TD WIDTH="24%" VALIGN="TOP" HEIGHT=21>
<FONT FACE="Arial" SIZE=2><FONT FACE="Arial" SIZE=2><P> September 22, 2009</FONT></FONT></TD>
</TR>
<TR><TD WIDTH="30%" VALIGN="TOP">
<FONT FACE="Arial" SIZE=2><FONT FACE="Arial" SIZE=2><P>Minesh P. Mehta, M.D.</FONT></FONT></TD>
<TD WIDTH="24%" VALIGN="TOP">&nbsp;</TD>
</TR>
<TR><TD WIDTH="30%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="46%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="24%" VALIGN="TOP">&nbsp;</TD>
</TR>
<TR><TD WIDTH="30%" VALIGN="TOP" HEIGHT=21>
<FONT FACE="Arial" SIZE=2><FONT FACE="Arial" SIZE=2><U><P>/s/ David D. Smith, Ph.D. &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; </U></FONT></TD>
<TD WIDTH="46%" VALIGN="TOP" ROWSPAN=2 HEIGHT=21>
<FONT FACE="Arial" SIZE=2><FONT FACE="Arial" SIZE=2><P>Director</FONT></FONT></TD>
<TD WIDTH="24%" VALIGN="TOP" HEIGHT=21>
<FONT FACE="Arial" SIZE=2><FONT FACE="Arial" SIZE=2><P> September 22, 2009</FONT></FONT></TD>
</TR>
<TR><TD WIDTH="30%" VALIGN="TOP">
<FONT FACE="Arial" SIZE=2><FONT FACE="Arial" SIZE=2><P>David D. Smith, Ph.D.</FONT></FONT></TD>
<TD WIDTH="24%" VALIGN="TOP">&nbsp;</TD>
</TR>
<TR><TD WIDTH="30%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="46%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="24%" VALIGN="TOP">&nbsp;</TD>
</TR>
<TR><TD WIDTH="30%" VALIGN="TOP" HEIGHT=21>
<FONT FACE="Arial" SIZE=2><FONT FACE="Arial" SIZE=2><U><P>/s/ Jason Adelman &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; </U></FONT></TD>
<TD WIDTH="46%" VALIGN="TOP" ROWSPAN=2 HEIGHT=21>
<FONT FACE="Arial" SIZE=2><FONT FACE="Arial" SIZE=2><P>Director</FONT></FONT></TD>
<TD WIDTH="24%" VALIGN="TOP" HEIGHT=21>
<FONT FACE="Arial" SIZE=2><FONT FACE="Arial" SIZE=2><P> September 22, 2009</FONT></FONT></TD>
</TR>
<TR><TD WIDTH="30%" VALIGN="TOP">
<FONT FACE="Arial" SIZE=2><FONT FACE="Arial" SIZE=2><P>Jason Adelman</FONT></FONT></TD>
<TD WIDTH="24%" VALIGN="TOP">&nbsp;</TD>
</TR>
<TR><TD WIDTH="30%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="46%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="24%" VALIGN="TOP">&nbsp;</TD>
</TR>
</TABLE>

<P ALIGN="CENTER">                                             II-4

<HR WIDTH="100%">
<P style="PAGE-BREAK-BEFORE: always" align=left>




<B><FONT FACE="Arial" SIZE=2><FONT FACE="Arial" SIZE=2><P ALIGN="CENTER">INDEX TO EXHIBITS</P>
<P>EXHIBIT</P><DIR>
<DIR>
<DIR>

</B><P>4.1&#9;Pharmacyclics, Inc. 2004 Equity Incentive Award Plan</FONT></FONT><FONT FACE="Arial" SIZE=1><FONT
FACE="Arial" SIZE=1> </FONT></FONT><SUP><FONT FACE="Arial" SIZE=2><FONT FACE="Arial" SIZE=2>(1)</P>
</SUP><P>4.2&#9;Pharmacyclics, Inc. Employee Stock Purchase Plan <SUP>(2)</P>
</SUP><P>5.1&#9;Opinion as to the legality of the securities being registered</P>
<P>23.1&#9;Consent of PricewaterhouseCoopers LLP, independent registered public accounting firm</P>
<P>23.2&#9;Consent of Olshan Grundman Frome Rosenzweig &amp; Wolosky LLP (included in Exhibit 5.1 hereto)</P>
<P>24.1&#9;Power of Attorney (included in the signature page hereto)</P></DIR>
</DIR>
</DIR>

<P>______________________</P>

<DIR>

<TABLE CELLSPACING=0 BORDER=0 CELLPADDING=1 WIDTH=90%>
<TR><TD WIDTH="4%" VALIGN="TOP">
<FONT FACE="Arial" SIZE=2><P>
(1)
</FONT></TD>
<TD WIDTH="96%" VALIGN="TOP">
<FONT FACE="Arial" SIZE=2><P>
Incorporated by reference to Exhibit 10.1 of the Registrant's current report on Form 8-K filed with the Securities and Exchange
Commission on December 16, 2008.
</FONT></TD>
</TR>
<TR><TD WIDTH="4%" VALIGN="TOP">
<FONT FACE="Arial" SIZE=2><P>
(2)
</FONT></TD>
<TD WIDTH="96%" VALIGN="TOP">
<FONT FACE="Arial" SIZE=2><P>
Incorporated by reference to Exhibit 10.2 of the Registrant's current report on Form 8-K filed with the Securities and Exchange
Commission on December 16, 2008.
</FONT></TD>
</TR>
</TABLE>



</BODY>
</HTML>
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{"company-data": {"conformed-name": "PHARMACYCLICS INC", "cik": "0000949699", "assigned-sic": "2834", "irs-number": "943148201", "state-of-incorporation": "DE", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-162053", "film-number": "091080950"}, "business-address": {"street1": "PHARMACYCLICS INC", "street2": "995 E ARQUES AVE", "city": "SUNNYVALE", "state": "CA", "zip": "94085-4521", "phone": "408 774 0330"}, "mail-address": {"street1": "PHARMACYCLICS INC", "street2": "995 E ARQUES AVE", "city": "SUNNYVALE", "state": "CA", "zip": "94085-4521"}}
September 22 2009 S-8 DOC
Note:
PDF provided as a courtesy
As filed with the Securities and Exchange Commission on September 22, 2009
Registration No. 333-____
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
PHARMACYCLICS, INC.
(Exact Name of Registrant as
Specified in Its Charter)
Delaware
(State or Other Jurisdiction of Incorporation or
Organization)
94-3148201
(IRS Employer Identification
Number)
995 East Arques Avenue
Sunnyvale, California 94085-4521
(Address, including zip code, of Registrant's principal executive
offices)
PHARMACYCLICS, INC.
2004 EQUITY INCENTIVE AWARD PLAN
EMPLOYEE STOCK PURCHASE PLAN
(Full Title of the Plan)
Robert W. Duggan
Chairman of the Board and Chief Executive Officer
Pharmacyclics, Inc.
995 East Arques Avenue
Sunnyvale, California 94085-4521
(408) 774-0330
(Name and Address and Telephone
Number, including Area Code, of Agent for Service)
Copy to:
Adam W. Finerman, Esq.
Olshan Grundman Frome Rosenzweig & Wolosky LLP
Park Avenue Tower
65 East 55
th
Street
New York, New York 10022
(212) 451-2300
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller
reporting company.  See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting
company" in Rule 12b-2 of the Exchange Act.
(Check one):
Large accelerated filer
¨
Accelerated filer
¨
Non-accelerated filer
¨
(Do not check if a smaller reporting company)
Smaller reporting company
x
CALCULATION OF REGISTRATION
FEE
Title of Each Class of
Securities to be
Registered
Amount
to be
Registered  (1)
Proposed Maximum Offering Price Per Share
(2)
Proposed Maximum Aggregate Offering Price
(2)
Amount of
Registration
Fee
Common Stock, par value $0.0001 per share issuable pursuant to the
Pharmacyclics, Inc. 2004 Equity Incentive Award Plan
3,000,000 shares
$1.94
$5,820,000
$324.76
Common Stock, par value $0.0001 per share issuable pursuant to the
Pharmacyclics, Inc. Employee Stock Purchase Plan
300,000 shares
$1.94
$582,000
$32.48
(1)	Represents an additional 3,000,000 shares to be offered and sold under the Pharmacyclics, Inc. 2004 Equity
Incentive Award Plan (the "2004 Plan") and an additional 300,000 shares to be offered and sold under the Pharmacyclics, Inc.
Employee Stock Purchase Plan (the "Purchase Plan") and comprise 3,300,000 shares not previously registered.  Pursuant to
Rule 416 (a), this Registration Statement shall also cover any additional shares of the registrant's Common Stock that become issuable under
the registrant's 2004 Plan and Purchase Plan by reason of any stock dividend, stock split, recapitalization or other similar transaction effected
without receipt of consideration that increases the number of outstanding shares of Common Stock.
(2) 	Estimated solely for the purposes of calculating the registration fee pursuant to Rule 457(h) under the Securities
Act of 1933, as amended (the "Securities Act"), and is based on the average of the high and low sales price of the Common
Stock, as reported on the Nasdaq National Market on September 17, 2009.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The information called for in Part I of Form S-8 is not being filed with or included in this Registration Statement on Form S-8 (by
incorporation, by reference or otherwise) in accordance with the rules and regulations of the Securities and Exchange Commission (the
"Commission").
1
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3.	Incorporation of Documents by Reference.
The following documents filed by the Registrant with the Commission are incorporated herein by reference:
(a)	our Annual Report on Form 10-K for the year ended June 30, 2009, filed with the SEC on September 22, 2009;
(b)	our Current Reports on Form 8-K filed with the SEC on July 17, 2009, July 24, 2009, August 6, 2009 and September 17, 2009; and
(c)	the description of our common stock contained in our registration statement on Form 8-A filed with the SEC on October 20, 1995,
including any amendment or report filed for the purpose of updating that description.
In addition, all documents filed by Pharmacyclics, Inc. pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of
this registration statement and prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or
which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this registration statement and to
be a part of it from the respective dates of filing such documents.  Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded for purposes of this registration statement to the extent that a
statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement.  Any such statement so modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this registration statement.  Under no circumstances will any information filed under items 2.02 or 7.01 of
Form 8-K be deemed to be incorporated by reference unless such Form 8-K expressly provides to the contrary.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Under Section 145 of the Delaware General Corporation Law (the "DGCL"), the Registrant has broad powers to
indemnify its directors and officers against liabilities they may incur in such capacities, including liabilities under the Securities Act of 1933, as
amended (the "1933 Act"). The Registrant's Bylaws (the "Bylaws") provide that the Registrant shall indemnify its directors and officers if such
officer or director acted (i) in good faith, (ii) in a manner reasonably believed to be in or not opposed to the best interests of the Registrant,
and (iii) with respect to any criminal action or proceeding, had no reasonable cause to believe such conduct was unlawful. The Registrant
believes that indemnification under its Bylaws covers at least negligence and gross negligence, and requires the Registrant to advance
litigation expenses in the case of stockholder derivative actions or other actions, against an undertaking by the directors and officers to repay
such advances if it is ultimately determined that the director is not entitled to indemnification. The Bylaws further provide that rights conferred
under such Bylaws shall not be deemed to be exclusive of any other right such persons may have or acquire under any agreement, vote of
stockholders or disinterested directors, or otherwise.
II-1
In addition, the Registrant's Certificate of Incorporation (the "Certificate of Incorporation") provides that, to the fullest extent permitted by
the DGCL, none of its directors shall be liable for monetary damages for breach of his or her fiduciary duty of care to the Registrant and its
stockholders. This provision in the Certificate of Incorporation does not eliminate the duty of care, and in appropriate circumstances equitable
remedies such as injunctive or other forms of non-monetary relief will remain available under Delaware law. In addition, each director will
continue to be subject to liability for breach of the director's duty of loyalty to the Registrant for acts or omissions not in good faith or involving
intentional misconduct, for knowing violations of law, for actions leading to improper personal benefit to the director, and for payment of
dividends or approval of stock repurchases or redemptions that are unlawful under Delaware law. The provision also does not affect a
director's responsibilities under any other law, such as the federal securities laws or state or federal environmental laws. The Certificate of
Incorporation further provides that the Registrant shall indemnify its directors and officers to the fullest extent permitted by law.
The Registrant has obtained a liability insurance policy for the officers and directors that, subject to certain limitations, terms and
conditions, will insure them against losses arising from wrongful acts (as defined by the policy) in their capacity as directors or officers.
In addition, the Registrant has entered into agreements to indemnify its directors and certain of its officers in addition to the
indemnification provided for in the Certificate of Incorporation and Bylaws. These agreements, among other things, indemnify the Registrant's
directors and certain of its officers for certain expenses (including attorneys fees), judgments, fines and settlement amounts incurred by such
person in any action or proceeding, including any action by or in the right of the Registrant, on account of services as a director or officer of
the Registrant or as a director or officer of any subsidiary of the Registrant, or as a director or officer of any other company or enterprise that
the person provides services to at the request of the Registrant.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8.	Exhibits.
See the Index to Exhibits.
Item 9.	Undertakings.
(a) The undersigned Company 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 Act;
(ii) to reflect in the prospectus any facts or events arising after the effective date of this 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 is Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered
(if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in
the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price
set forth in the "Calculation of Registration Fee" table in the effective Registration Statement; and
II-2
(iii) to include any material information with respect to the plan of distribution not previously disclosed
in this Registration Statement or any material change to such information in this 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 with the Commission by the Registrant pursuant to Section 13 or Section 15(d) of
the Exchange Act that are incorporated by reference in this Registration Statement.
(2) The Company hereby undertakes that, for the purposes of determining any liability under the
Securities Act, 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.
(b) That, for purposes of determining any liability under the Securities Act, each filing of the Company's
annual report pursuant to Section 13(a) or 15(d) of the Exchange Act that is incorporated by reference in this Registration Statement
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.
(c) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to
directors, officers and controlling persons of the Company pursuant to the foregoing provisions, or otherwise, the Company has been advised
that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Company of expenses
incurred or paid by a director, officer or controlling person of the Company 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 Company 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 Securities Act and will be governed by the final adjudication of such
issue.
II-3
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the 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 Sunnyvale, State of California, on September 22, 2009.
PHARMACYCLICS, INC.
By:  /s/  Robert W.
Duggan                   
;
Robert W. Duggan
Chairman of the Board and Chief Executive Officer
Each person whose signature appears below constitutes and appoints Robert W. Duggan and Rainer (Ramses) Erdtmann, and each of
them, his true and lawful attorneys-in-fact and agents, each with full power of substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement,
and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission,
granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing
requisite and necessary to be done pertaining to the current offering in order to effectuate the same as fully, to all intents and purposes, as he
might or could do in person, hereby ratifying and confirming all that each of said attorneys-in-fact and agents, or either of them, may lawfully
do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the
capacities indicated on the dates indicated:
Signature
Title
Date
/s/ Robert W. Duggan
Chairman of the Board and
Chief Executive Officer
(Principal Executive Officer)
September 22, 2009
Robert W. Duggan
/s/ Glenn C. Rice, Ph.D.
President, Chief Operating Officer and  Director
September 22, 2009
Glenn C. Rice, Ph.D.
/s/ Rainer M. Erdtmann
VP Finance and Administration
and Secretary (Principal Financial Officer
and Principal Accounting Officer)
September 22, 2009
Rainer M. Erdtmann
/s/ Cynthia C. Bamdad, Ph.D.
Director
September 22, 2009
Cynthia C. Bamdad, Ph.D.
/s/ Minesh P. Mehta, M.D.
Director
September 22, 2009
Minesh P. Mehta, M.D.
/s/ David D. Smith, Ph.D.
Director
September 22, 2009
David D. Smith, Ph.D.
/s/ Jason Adelman
Director
September 22, 2009
Jason Adelman
II-4
INDEX TO EXHIBITS
EXHIBIT
4.1	Pharmacyclics, Inc. 2004 Equity Incentive Award Plan
(1)
4.2	Pharmacyclics, Inc. Employee Stock Purchase Plan
(2)
5.1	Opinion as to the legality of the securities being registered
23.1	Consent of PricewaterhouseCoopers LLP, independent registered public accounting firm
23.2	Consent of Olshan Grundman Frome Rosenzweig & Wolosky LLP (included in Exhibit 5.1 hereto)
24.1	Power of Attorney (included in the signature page hereto)
______________________
(1)
Incorporated by reference to Exhibit 10.1 of the Registrant's current report on Form 8-K filed with the Securities and Exchange
Commission on December 16, 2008.
(2)
Incorporated by reference to Exhibit 10.2 of the Registrant's current report on Form 8-K filed with the Securities and Exchange
Commission on December 16, 2008.