<PAGE>   1


     As filed with the Securities and Exchange Commission on June 14, 2001
                                                           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                                    55344-9361
        EDEN PRAIRIE, MN                                       (Zip Code)

 (Address of principal executive offices)


                   CIMA LABS INC. EMPLOYEE STOCK PURCHASE PLAN
                            (Full title of the plan)

                                 David A. Feste
              Vice President, Chief Financial Officer and Secretary
                                 CIMA LABS INC.
                             10000 Valley View Road
                        Eden Praire, Minnesota 55344-9361
                     (Name and address of agent for service)

   Telephone number, including area code, of agent for service: (952) 947-8700

                             ----------------------

<TABLE>
<CAPTION>

                         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 (1)        per share (2)               price (2)                  fee
--------------------------------------------------------------------------------------------------------------------
<S>                      <C>                    <C>                       <C>                     <C>
     Common Stock,            200,000
    $.01 par value            shares                $78.38                 $15,676,000              $3,919.00
====================================================================================================================
</TABLE>


(1)  The Registration Statement relates to 200,000 shares of Common Stock to be
     offered pursuant to the CIMA LABS INC. Employee Stock Purchase Plan.
(2)  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 June 11, 2001 as reported on the Nasdaq
     National Market.

================================================================================


<PAGE>   2


                                 CIMA LABS INC.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

                  The following documents of CIMA LABS INC. ("CIMA" or the
"Company") filed with the Securities and Exchange Commission (the "Commission")
pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), are, as of their respective dates, incorporated by reference and made a
part hereof:

                           (1) The Annual Report on Form 10-K of the Company for
                  the fiscal year ended December 31, 2000 filed pursuant to
                  Section 15(d) of the Exchange Act.

                           (2) All other reports filed pursuant to Section 13(a)
                  or 15(d) of the Exchange Act since the end of the fiscal year
                  covered by the Annual Report referred to in (1) above.

                           (3) The description of the Company's Common Stock
                  which is contained in a Registration Statement on Form 8-A
                  filed in June 1994 under the Exchange Act, and all amendments
                  and reports filed for the purpose of updating such
                  description.

                  All reports and other documents filed by the Company pursuant
to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date
of this Registration Statement and prior to the filing of a post-effective
amendment which indicates that all of the shares of Common Stock offered have
been sold or which deregister all shares of the Common Stock then remaining
unsold shall be deemed to be incorporated by reference in and a part of this
Registration Statement from the date of filing of 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 incorporated herein by reference or in any other
subsequently filed document that also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Registration Statement.

ITEM 4.  DESCRIPTION OF SECURITIES.

                  Not Applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

                  Not Applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         The Company is a Delaware corporation. Section 145 of the General
Corporation Law of the State of Delaware ("Delaware Law") contains detailed
provisions on indemnification of directors and officers of a Delaware
corporation against expenses, judgments, fines and amounts paid in settlement
actually and reasonably incurred in connection with certain litigation.

         The Company's Fifth Restated Certificate of Incorporation, as amended
(the "Certificate"), together with its Third Restated Bylaws (the "Bylaws" and
together with the Certificate, the "Corporate Documents") provide for
indemnification of directors and officers. The Company's Corporate Documents
provide that it will indemnify each






                                      II-1

<PAGE>   3


director, officer, employee or agent of the Company or any individual serving in
such a capacity with another business entity at the Company's request (an
"Indemnitee") to the full extent permitted by Delaware Law, as now enacted or
hereinafter amended, against all expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and reasonably incurred
by such Indemnitee in connection therewith. The Company's Corporate Documents
provide that expenses incurred by a director, officer or employee in defending
an action, suit or proceeding shall be paid by it in advance of the final
disposition of such action upon receipt of an undertaking by or on behalf of
such person that he will repay such amount if it is ultimately determined that
he is not entitled to be indemnified by the Company. Delaware Law provides that
the indemnification provisions of the statute shall not be deemed exclusive of
any other rights to which those seeking indemnification or advancement of
expenses may be entitled under any bylaw, agreement, vote of stockholders or
disinterested directors or otherwise.

         The Company has entered into agreements with its directors and certain
of its officers, which agreements may require the Company to indemnify such
directors and officers against certain liabilities that may arise by reason of
their status or service as directors or officers, to advance their expenses
incurred as a result of any proceeding against them as to which they could be
indemnified and to obtain directors and officers insurance to the extent
available on reasonable terms.

         The directors and officers of the Company are covered by an insurance
policy indemnifying them against certain civil liabilities, including
liabilities under the federal securities laws, which might be incurred by them
in such capacity.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

                  Not Applicable.

ITEM 8.  EXHIBITS.

         Exhibit                         Description

         4.1                   Form of Certificate for Common Stock (filed as an
                               exhibit to CIMA's Registration Statement on Form
                               S-1, File No. 33-80194, and incorporated herein
                               by reference).

         4.2                   Fifth Restated Certificate of Incorporation of
                               CIMA, as amended (incorporated by reference
                               herein to Exhibit 4.2 to CIMA's Registration
                               Statement on Form S-8, filed June 13, 2001).

         4.3                   Third Restated Bylaws of CIMA (filed as an
                               exhibit to CIMA's Quarterly Report on Form 10-Q
                               for the quarter ended June 30, 1999 File No.
                               0-24424, and incorporated herein by reference).

         4.4                   Rights Agreement, dated March 14, 1997, between
                               CIMA and Wells Fargo Bank Minnesota, N.A. (f/k/a
                               Norwest Bank Minnesota, N.A.), as amended
                               (incorporated by reference herein to Exhibit 3 to
                               CIMA's Registration Statement on Form 8-A, filed
                               June 12, 2001).

         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.





                                      II-2

<PAGE>   4





         99                    CIMA LABS INC. Employee Stock Purchase Plan.


ITEM 9.  UNDERTAKINGS.

         A.       The 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 Securities Act of 1933;

                                    (ii)   To reflect in the prospectus any
                  facts or events arising after the effective date of the
                  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
                  the 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 twenty percent change in the
                  maximum aggregate offering price set forth in the "Calculation
                  of Registration Fee" table in the effective Registration
                  Statement; and

                                    (iii)  To include any material information
                  with respect to the plan of distribution not previously
                  disclosed in the Registration Statement or any material change
                  to such information in the Registration Statement;

provided, however, that paragraphs (A)(1)(i) and (A)(1)(ii) do not apply if the
Registration Statement is on Form S-3 or Form S-8, and the information required
to be included in a post-effective amendment by those paragraphs is contained in
periodic reports filed with or furnished to the Commission by the Company
pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934
that are incorporated by reference in the Registration Statement.

                  (2) That, for the purpose of determining any liability under
         the Securities Act of 1933, each 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. The Company hereby undertakes that, for purposes of determining any
liability under the Securities Act of 1933, each filing of the Company's annual
report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act
of 1934 (and, where applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is
incorporated by reference in the 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 of 1933 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 Securities and Exchange
Commission such indemnification is against public policy as expressed in the 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




                                      II-3

<PAGE>   5



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 Act and will be governed by the final adjudication of such
issue.
































                                      II-4


<PAGE>   6

                                   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 June
14, 2001.

                                CIMA LABS INC.

                                By      /s/ David A. Feste
                                   ---------------------------------------------
                                     David A. Feste, Vice President, Chief
                                     Financial Officer and Secretary

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on June 14, 2001.


        Signature                                   Title
        ---------                                   -----


           *                      President, Chief Executive Officer (Principal
--------------------------        Executive Officer) and Director
John M. Siebert, Ph.D.


           *                      Vice President, Chief Financial Officer
--------------------------        (Principal Financial and Account Officer) and
David  A. Feste                   Secretary


           *                      Director
--------------------------
Terrance W. Glarner


           *                      Director
--------------------------
Steven B. Ratoff


           *                      Director
--------------------------
Joseph R. Robinson


* David A. Feste, by signing his name hereto, does hereby sign this document on
behalf of himself and each of the other above-named executive officer and
directors of the Registrant pursuant to powers of attorney duly executed by such
person.


   /s/    David A. Feste
-----------------------------





<PAGE>   7
                                INDEX TO EXHIBITS
<TABLE>
<CAPTION>



   Exhibit                                   Description                                       Method of Filing
   -------                                   -----------                                       ----------------
<S>           <C>                                                                        <C>

4.1            Form of Certificate for Common Stock (filed as an exhibit to CIMA's
               Registration Statement on Form S-1, File No. 33-80194, and incorporated
               herein by reference)......................................................Incorporated by Reference

4.2            Fifth Restated Certificate of Incorporation of CIMA, as amended
               (incorporated by reference herein to Exhibit 4.2 to CIMA's Registration
               Statement on Form S-8, filed June 13, 2001)...............................Incorporated by Reference

4.3            Third Restated Bylaws of CIMA (filed as an exhibit to CIMA's Quarterly
               Report on Form 10-Q for the quarter ended June 30, 1999, File No.
               0-24424, and incorporated herein by reference)............................Incorporated by Reference

4.4            Rights Agreement, dated March 14, 1997, between CIMA and Wells Fargo
               Bank Minnesota, N.A. (f/k/a Norwest Bank Minnesota, N.A.), as amended
               (incorporated by reference herein to Exhibit 3 to CIMA's Registration
               Statement on Form 8-A, filed June 12, 2001)...............................Incorporated by Reference

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).................................Filed Electronically

23.2           Consent of Ernst & Young LLP..............................................Filed Electronically

24             Powers of Attorney........................................................Filed Electronically

99             CIMA LABS INC. Employee Stock Purchase Plan...............................Filed Electronically

</TABLE>


























                                       2
[{"type": "S-8", "sequence": "1", "filename": "c63276s-8.txt", "description": "FORM S-8", "secsgml_size_bytes": 19992}]
{"company-data": {"conformed-name": "CIMA LABS INC", "cik": "0000833298", "assigned-sic": "2834", "irs-number": "411569769", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-63026", "film-number": "1660886"}, "business-address": {"street1": "10000 VALLEY VIEW ROAD", "city": "EDEN PRAIRIE", "state": "MN", "zip": "55344-9361", "phone": "9529478700"}, "mail-address": {"street1": "10000 VALLEY VIEW ROAD", "city": "EDEN PRAIRIE", "state": "MN", "zip": "55344-9361"}}
1

     As filed with the Securities and Exchange Commission on June 14, 2001
                                                           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                                    55344-9361
        EDEN PRAIRIE, MN                                       (Zip Code)

 (Address of principal executive offices)

                   CIMA LABS INC. EMPLOYEE STOCK PURCHASE PLAN
                            (Full title of the plan)

                                 David A. Feste
              Vice President, Chief Financial Officer and Secretary
                                 CIMA LABS INC.
                             10000 Valley View Road
                        Eden Praire, Minnesota 55344-9361
                     (Name and address of agent for service)

   Telephone number, including area code, of agent for service: (952) 947-8700

                             ----------------------
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 (1)        per share (2)               price (2)                  fee
--------------------------------------------------------------------------------------------------------------------
Common Stock,            200,000
    $.01 par value            shares                $78.38                 $15,676,000              $3,919.00
====================================================================================================================
(1)  The Registration Statement relates to 200,000 shares of Common Stock to be
     offered pursuant to the CIMA LABS INC. Employee Stock Purchase Plan.
(2)  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 June 11, 2001 as reported on the Nasdaq
     National Market.

================================================================================
2

                                 CIMA LABS INC.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

                  The following documents of CIMA LABS INC. ("CIMA" or the
"Company") filed with the Securities and Exchange Commission (the "Commission")
pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), are, as of their respective dates, incorporated by reference and made a
part hereof:

                           (1) The Annual Report on Form 10-K of the Company for
                  the fiscal year ended December 31, 2000 filed pursuant to
                  Section 15(d) of the Exchange Act.

                           (2) All other reports filed pursuant to Section 13(a)
                  or 15(d) of the Exchange Act since the end of the fiscal year
                  covered by the Annual Report referred to in (1) above.

                           (3) The description of the Company's Common Stock
                  which is contained in a Registration Statement on Form 8-A
                  filed in June 1994 under the Exchange Act, and all amendments
                  and reports filed for the purpose of updating such
                  description.

                  All reports and other documents filed by the Company pursuant
to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date
of this Registration Statement and prior to the filing of a post-effective
amendment which indicates that all of the shares of Common Stock offered have
been sold or which deregister all shares of the Common Stock then remaining
unsold shall be deemed to be incorporated by reference in and a part of this
Registration Statement from the date of filing of 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 incorporated herein by reference or in any other
subsequently filed document that also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Registration Statement.

ITEM 4.  DESCRIPTION OF SECURITIES.

                  Not Applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

                  Not Applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         The Company is a Delaware corporation. Section 145 of the General
Corporation Law of the State of Delaware ("Delaware Law") contains detailed
provisions on indemnification of directors and officers of a Delaware
corporation against expenses, judgments, fines and amounts paid in settlement
actually and reasonably incurred in connection with certain litigation.

         The Company's Fifth Restated Certificate of Incorporation, as amended
(the "Certificate"), together with its Third Restated Bylaws (the "Bylaws" and
together with the Certificate, the "Corporate Documents") provide for
indemnification of directors and officers. The Company's Corporate Documents
provide that it will indemnify each

                                      II-1
3

director, officer, employee or agent of the Company or any individual serving in
such a capacity with another business entity at the Company's request (an
"Indemnitee") to the full extent permitted by Delaware Law, as now enacted or
hereinafter amended, against all expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and reasonably incurred
by such Indemnitee in connection therewith. The Company's Corporate Documents
provide that expenses incurred by a director, officer or employee in defending
an action, suit or proceeding shall be paid by it in advance of the final
disposition of such action upon receipt of an undertaking by or on behalf of
such person that he will repay such amount if it is ultimately determined that
he is not entitled to be indemnified by the Company. Delaware Law provides that
the indemnification provisions of the statute shall not be deemed exclusive of
any other rights to which those seeking indemnification or advancement of
expenses may be entitled under any bylaw, agreement, vote of stockholders or
disinterested directors or otherwise.

         The Company has entered into agreements with its directors and certain
of its officers, which agreements may require the Company to indemnify such
directors and officers against certain liabilities that may arise by reason of
their status or service as directors or officers, to advance their expenses
incurred as a result of any proceeding against them as to which they could be
indemnified and to obtain directors and officers insurance to the extent
available on reasonable terms.

         The directors and officers of the Company are covered by an insurance
policy indemnifying them against certain civil liabilities, including
liabilities under the federal securities laws, which might be incurred by them
in such capacity.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

                  Not Applicable.

ITEM 8.  EXHIBITS.

         Exhibit                         Description

         4.1                   Form of Certificate for Common Stock (filed as an
                               exhibit to CIMA's Registration Statement on Form
                               S-1, File No. 33-80194, and incorporated herein
                               by reference).

         4.2                   Fifth Restated Certificate of Incorporation of
                               CIMA, as amended (incorporated by reference
                               herein to Exhibit 4.2 to CIMA's Registration
                               Statement on Form S-8, filed June 13, 2001).

         4.3                   Third Restated Bylaws of CIMA (filed as an
                               exhibit to CIMA's Quarterly Report on Form 10-Q
                               for the quarter ended June 30, 1999 File No.
                               0-24424, and incorporated herein by reference).

         4.4                   Rights Agreement, dated March 14, 1997, between
                               CIMA and Wells Fargo Bank Minnesota, N.A. (f/k/a
                               Norwest Bank Minnesota, N.A.), as amended
                               (incorporated by reference herein to Exhibit 3 to
                               CIMA's Registration Statement on Form 8-A, filed
                               June 12, 2001).

         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.

                                      II-2
4

         99                    CIMA LABS INC. Employee Stock Purchase Plan.

ITEM 9.  UNDERTAKINGS.

         A.       The 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 Securities Act of 1933;

                                    (ii)   To reflect in the prospectus any
                  facts or events arising after the effective date of the
                  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
                  the 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 twenty percent change in the
                  maximum aggregate offering price set forth in the "Calculation
                  of Registration Fee" table in the effective Registration
                  Statement; and

                                    (iii)  To include any material information
                  with respect to the plan of distribution not previously
                  disclosed in the Registration Statement or any material change
                  to such information in the Registration Statement;

provided, however, that paragraphs (A)(1)(i) and (A)(1)(ii) do not apply if the
Registration Statement is on Form S-3 or Form S-8, and the information required
to be included in a post-effective amendment by those paragraphs is contained in
periodic reports filed with or furnished to the Commission by the Company
pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934
that are incorporated by reference in the Registration Statement.

                  (2) That, for the purpose of determining any liability under
         the Securities Act of 1933, each 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. The Company hereby undertakes that, for purposes of determining any
liability under the Securities Act of 1933, each filing of the Company's annual
report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act
of 1934 (and, where applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is
incorporated by reference in the 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 of 1933 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 Securities and Exchange
Commission such indemnification is against public policy as expressed in the 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

                                      II-3
5

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 Act and will be governed by the final adjudication of such
issue.

                                      II-4
6

                                   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 June
14, 2001.

                                CIMA LABS INC.

                                By      /s/ David A. Feste
                                   ---------------------------------------------
                                     David A. Feste, Vice President, Chief
                                     Financial Officer and Secretary

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on June 14, 2001.

        Signature                                   Title
        ---------                                   -----

           *                      President, Chief Executive Officer (Principal
--------------------------        Executive Officer) and Director
John M. Siebert, Ph.D.

           *                      Vice President, Chief Financial Officer
--------------------------        (Principal Financial and Account Officer) and
David  A. Feste                   Secretary

           *                      Director
--------------------------
Terrance W. Glarner

           *                      Director
--------------------------
Steven B. Ratoff

           *                      Director
--------------------------
Joseph R. Robinson

* David A. Feste, by signing his name hereto, does hereby sign this document on
behalf of himself and each of the other above-named executive officer and
directors of the Registrant pursuant to powers of attorney duly executed by such
person.

   /s/    David A. Feste
-----------------------------
7
                                INDEX TO EXHIBITS
Exhibit                                   Description                                       Method of Filing
   -------                                   -----------                                       ----------------
4.1            Form of Certificate for Common Stock (filed as an exhibit to CIMA's
               Registration Statement on Form S-1, File No. 33-80194, and incorporated
               herein by reference)......................................................Incorporated by Reference

4.2            Fifth Restated Certificate of Incorporation of CIMA, as amended
               (incorporated by reference herein to Exhibit 4.2 to CIMA's Registration
               Statement on Form S-8, filed June 13, 2001)...............................Incorporated by Reference

4.3            Third Restated Bylaws of CIMA (filed as an exhibit to CIMA's Quarterly
               Report on Form 10-Q for the quarter ended June 30, 1999, File No.
               0-24424, and incorporated herein by reference)............................Incorporated by Reference

4.4            Rights Agreement, dated March 14, 1997, between CIMA and Wells Fargo
               Bank Minnesota, N.A. (f/k/a Norwest Bank Minnesota, N.A.), as amended
               (incorporated by reference herein to Exhibit 3 to CIMA's Registration
               Statement on Form 8-A, filed June 12, 2001)...............................Incorporated by Reference

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).................................Filed Electronically

23.2           Consent of Ernst & Young LLP..............................................Filed Electronically

24             Powers of Attorney........................................................Filed Electronically

99             CIMA LABS INC. Employee Stock Purchase Plan...............................Filed Electronically
2