<PAGE>

       As filed with the Securities and Exchange Commission on June 12, 1996
                                            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 of Incorporation)                  (I.R.S. Employer Identification No.)
                             --------------------
                             10000 Valley View Road
                       Eden Prairie, Minnesota 55334-9361
                                 (612) 947-8700
                    (Address of principal executive offices)
                             --------------------
                      CIMA LABS INC. EQUITY INCENTIVE PLAN
 (FORMERLY THE CIMA LABS INC. AMENDED AND RESTATED STOCK OPTION AND STOCK AWARD
PLAN)
                            (Full title of the plan)

                              John M. Siebert, Ph.D
         President, Chief Executive Officer and Chief Financial Officer
                                 CIMA LABS INC.
                             10000 Valley View Road
                       Eden Prairie, Minnesota 55334-9361
                                 (612) 947-8700
 (Name, address, including zip code, and telephone number, including area code,
of agent for service)
                             --------------------
                                   Copies to:
                              Robert L. Jones, Esq.
                              Brett D. White, Esq.
                     Cooley Godward Castro Huddleson & Tatum
                               5 Palo Alto Square
                               3000 El Camino Real
                              Palo Alto, CA  94306
                                 (415) 843-5000
                             --------------------
                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
<S>                 <C>              <C>                    <C>                  <C>
- ------------------------------------------------------------------------------------------------------
                                      PROPOSED MAXIMUM      PROPOSED MAXIMUM
TITLE OF SECURITIES   AMOUNT TO BE   OFFERING PRICE PER     AGGREGATE OFFERING        AMOUNT OF
TO BE REGISTERED       REGISTERED        SHARE (1)             PRICE (1)             REGISTRATION FEE
- ------------------------------------------------------------------------------------------------------
<S>                 <C>              <C>                    <C>                  <C>

Stock Options and
Common Stock (par
value $.01)            250,000             $ 8.6875            $2,171,875               $749

- ------------------------------------------------------------------------------------------------------
</TABLE>
(1) Estimated solely for the purpose of calculating the amount of the
registration fee pursuant to Rule 457(h)(1).  The price per share and aggregate
offering price are based upon the average of the high and low price of
Registrant's Common Stock on June 7, 1996 as reported on the Nasdaq National
Market.
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
<PAGE>


           PART II: INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

     The following documents filed by CIMA LABS INC., a Delaware corporation
(the "Registrant"), with the Securities and Exchange Commission (the "SEC") are
incorporated by reference into this Registration Statement:  

     (a)  The Company's Annual Report on Form 10-K for the year ended December
31, 1995, as amended by Amendment No. 1 thereto on Form 10-K/A.

     (b)  The Company's Quarterly Report on Form 10-Q for the three months 
ended March 31, 1996; and the Company's Report on Form 10-C filed May 21, 
1996.

     (c)  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 Securities 
Exchange Act of 1934, as amended (the "Exchange Act"), including any 
amendment or report filed for the purpose of updating such description.  

     All reports and other documents subsequently filed by the Company pursuant
to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act 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 herein and to be a part of this
registration statement from the date of the filing of such reports and
documents.  

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 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 "Securities Act"). The Registrant's Bylaws provide
that the Registrant will indemnify its directors, executive officers, other
officers, employees and agents to the fullest extent permitted by Delaware law.

     The Registrant's Certificate of Incorporation provides for the elimination
of liability for monetary damages for breach of the directors' fiduciary duty of
care to the Registrant and its stockholders. These provisions do not eliminate
the directors' duty of care and, in appropriate circumstances, equitable
remedies such an 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 any transaction from which the
director derived an improper personal benefit, and for payment of dividends or
approval of stock repurchases or redemptions that are unlawful under Delaware
law. The provision does not affect a director's responsibilities under any other
laws, such as the federal securities laws or state or federal environmental
laws.

     The Company has entered into indemnity agreements with each of its 
directors and executive officers. In addition, the Company has entered into 
certain agreements in connection with the Company's equity financings which 
provide for the indemnification of directors and officers in certain 
circumstances, including indemnification for liabilities arising under the 
Securities Act of 1933, as amended. In addition, the Company maintains an 
insurance policy for its directors and officers insuring against certain 
liabilities arising in their capacities as such.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

     Not applicable.

                                      1.
<PAGE>

ITEM 8.  EXHIBITS

<TABLE>
<CAPTION>

EXHIBIT
NUMBER
- ------
<S>         <C>                                                                     <C>

5         Opinion of Cooley Godward Castro Huddleson & Tatum 

23.1      Consent of Ernst & Young LLP

23.2      Consent of Cooley Godward Castro Huddleson & Tatum is contained in
          Exhibit 5 to this Registration Statement

24        Power of Attorney is contained on the signature pages

99.1      CIMA LABS INC. Equity Incentive Plan, as amended and restated as of
          March 25, 1996 (Formerly the CIMA LABS INC. Amended and Restated Stock
          Option and Stock Award Plan)

99.2      Form of Incentive Stock Option Agreement used in connection with the
          Equity Incentive Plan

99.3      Form of Nonstatutory Stock Option Agreement used in connection with
          the Equity Incentive  Plan

</TABLE>

ITEM 9.  UNDERTAKINGS

     1.   The undersigned registrant hereby undertakes:

          (a)  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;

           (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 20% change in the maximum aggregate offering price 
set forth in the "Calculation of Registration Fee" table in the effective 
registration statement.

          (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)(i) and (a)(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 by the issuer pursuant to
section 13 or section 15(d) of the Exchange Act that are incorporated by
reference herein.

          (b)  That, for the purpose 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 herein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

          (c)  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.

                                       2.

<PAGE>
     2.   The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to section 15(d) of the Exchange Act) that is
incorporated by reference in the Registration Statement shall be deemed to be a
new registration statement relating to the securities offered herein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

     3.   Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
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
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant 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 registrant 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.

                                      3.

<PAGE>
                                   SIGNATURES


     Pursuant to the requirements of the Securities Act of 1933, as amended, 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 Eden Prairie, State of Minnesota, on June 6, 1996.


                              CIMA LABS INC.




                              By:  /s/ John M. Siebert   
                                 ---------------------------------------------
                                 Title: President, Chief Executive Officer and
                                 Chief Financial Officer


                               POWER OF ATTORNEY

     KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints John M. Siebert, Ph.D., his true and
lawful attorney-in-fact and agent, 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 in connection therewith, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or any of them, or their
or his substitutes or substitute, may lawfully do or cause to be done by virtue
hereof.

                                       4.

<PAGE>
     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 the dates indicated. 

<TABLE>
<CAPTION>

SIGNATURE                            TITLE                            DATE

<S>                                <C>                                <C>

/s/ John M. Siebert, Ph.D.         President, Chief Executive          May 31, 1996
- -----------------------------      Officer, Chief Financial Officer
      John M. Siebert              and Director
                                   (Principal executive officer;
                                   principal financial and
                                   accounting officer)

/s/ Terrence W. Glarner            Director                            May 31, 1996
- -----------------------------
   Terrence W. Glarner

/s/ David B. Musket                Director                            May 31, 1996
- -----------------------------
    David B. Musket
                                   Director
- -----------------------------
    Steven B. Ratoff

/s/ Joseph R. Robinson             Director                            May 31, 1996
- -----------------------------
    Joseph R. Robinson

/s/ Jerry A. Weisbach              Director                            May 31, 1996
- -----------------------------
   Jerry A. Weisbach

</TABLE>
                                         5.
<PAGE>

                                  EXHIBIT INDEX

<TABLE>
<CAPTION>

EXHIBIT
NUMBER     DESCRIPTION
<S>        <C>
5      Opinion of Cooley Godward Castro Huddleson & Tatum

23.1   Consent of Ernst & Young LLP

23.2   Consent of Cooley Godward Castro Huddleson & Tatum is
       contained in Exhibit 5 to this Registration Statement

24     Power of Attorney is contained on the signature pages

99.1   CIMA LABS INC. Equity Incentive Plan, as amended and
       restated as of March 25, 1996 (Formerly the CIMA LABS
       INC. Amended and Restated Stock Option and Stock Award
       Plan)

99.2   Form of Incentive Stock Option Agreement used in connection
       with the Equity Incentive Plan

99.3   Form of Nonstatutory Stock Option Agreement used in connection
       with the Equity Incentive Plan

</TABLE>
                                     6.
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 16978}]
{"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": "333-05741", "film-number": "96579742"}, "business-address": {"street1": "10000 VALLEY VIEW ROAD", "city": "EDEN PRAIRIE", "state": "MN", "zip": "55344-9361", "phone": "6129478700"}, "mail-address": {"street1": "10000 VALLEY VIEW ROAD", "city": "EDEN PRAIRIE", "state": "MN", "zip": "55344-9361"}}
As filed with the Securities and Exchange Commission on June 12, 1996
                                            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 of Incorporation)                  (I.R.S. Employer Identification No.)
                             --------------------
                             10000 Valley View Road
                       Eden Prairie, Minnesota 55334-9361
                                 (612) 947-8700
                    (Address of principal executive offices)
                             --------------------
                      CIMA LABS INC. EQUITY INCENTIVE PLAN
 (FORMERLY THE CIMA LABS INC. AMENDED AND RESTATED STOCK OPTION AND STOCK AWARD
PLAN)
                            (Full title of the plan)

                              John M. Siebert, Ph.D
         President, Chief Executive Officer and Chief Financial Officer
                                 CIMA LABS INC.
                             10000 Valley View Road
                       Eden Prairie, Minnesota 55334-9361
                                 (612) 947-8700
 (Name, address, including zip code, and telephone number, including area code,
of agent for service)
                             --------------------
                                   Copies to:
                              Robert L. Jones, Esq.
                              Brett D. White, Esq.
                     Cooley Godward Castro Huddleson & Tatum
                               5 Palo Alto Square
                               3000 El Camino Real
                              Palo Alto, CA  94306
                                 (415) 843-5000
                             --------------------
                         CALCULATION OF REGISTRATION FEE
- ------------------------------------------------------------------------------------------------------
                                      PROPOSED MAXIMUM      PROPOSED MAXIMUM
TITLE OF SECURITIES   AMOUNT TO BE   OFFERING PRICE PER     AGGREGATE OFFERING        AMOUNT OF
TO BE REGISTERED       REGISTERED        SHARE (1)             PRICE (1)             REGISTRATION FEE
- ------------------------------------------------------------------------------------------------------
Stock Options and
Common Stock (par
value $.01)            250,000             $ 8.6875            $2,171,875               $749

- ------------------------------------------------------------------------------------------------------
(1) Estimated solely for the purpose of calculating the amount of the
registration fee pursuant to Rule 457(h)(1).  The price per share and aggregate
offering price are based upon the average of the high and low price of
Registrant's Common Stock on June 7, 1996 as reported on the Nasdaq National
Market.
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
PART II: INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

     The following documents filed by CIMA LABS INC., a Delaware corporation
(the "Registrant"), with the Securities and Exchange Commission (the "SEC") are
incorporated by reference into this Registration Statement:  

     (a)  The Company's Annual Report on Form 10-K for the year ended December
31, 1995, as amended by Amendment No. 1 thereto on Form 10-K/A.

     (b)  The Company's Quarterly Report on Form 10-Q for the three months 
ended March 31, 1996; and the Company's Report on Form 10-C filed May 21, 
1996.

     (c)  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 Securities 
Exchange Act of 1934, as amended (the "Exchange Act"), including any 
amendment or report filed for the purpose of updating such description.  

     All reports and other documents subsequently filed by the Company pursuant
to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act 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 herein and to be a part of this
registration statement from the date of the filing of such reports and
documents.  

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 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 "Securities Act"). The Registrant's Bylaws provide
that the Registrant will indemnify its directors, executive officers, other
officers, employees and agents to the fullest extent permitted by Delaware law.

     The Registrant's Certificate of Incorporation provides for the elimination
of liability for monetary damages for breach of the directors' fiduciary duty of
care to the Registrant and its stockholders. These provisions do not eliminate
the directors' duty of care and, in appropriate circumstances, equitable
remedies such an 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 any transaction from which the
director derived an improper personal benefit, and for payment of dividends or
approval of stock repurchases or redemptions that are unlawful under Delaware
law. The provision does not affect a director's responsibilities under any other
laws, such as the federal securities laws or state or federal environmental
laws.

     The Company has entered into indemnity agreements with each of its 
directors and executive officers. In addition, the Company has entered into 
certain agreements in connection with the Company's equity financings which 
provide for the indemnification of directors and officers in certain 
circumstances, including indemnification for liabilities arising under the 
Securities Act of 1933, as amended. In addition, the Company maintains an 
insurance policy for its directors and officers insuring against certain 
liabilities arising in their capacities as such.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

     Not applicable.

                                      1.
ITEM 8.  EXHIBITS
EXHIBIT
NUMBER
- ------
5         Opinion of Cooley Godward Castro Huddleson & Tatum 

23.1      Consent of Ernst & Young LLP

23.2      Consent of Cooley Godward Castro Huddleson & Tatum is contained in
          Exhibit 5 to this Registration Statement

24        Power of Attorney is contained on the signature pages

99.1      CIMA LABS INC. Equity Incentive Plan, as amended and restated as of
          March 25, 1996 (Formerly the CIMA LABS INC. Amended and Restated Stock
          Option and Stock Award Plan)

99.2      Form of Incentive Stock Option Agreement used in connection with the
          Equity Incentive Plan

99.3      Form of Nonstatutory Stock Option Agreement used in connection with
          the Equity Incentive  Plan
ITEM 9.  UNDERTAKINGS

     1.   The undersigned registrant hereby undertakes:

          (a)  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;

           (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 20% change in the maximum aggregate offering price 
set forth in the "Calculation of Registration Fee" table in the effective 
registration statement.

          (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)(i) and (a)(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 by the issuer pursuant to
section 13 or section 15(d) of the Exchange Act that are incorporated by
reference herein.

          (b)  That, for the purpose 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 herein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

          (c)  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.

                                       2.
2.   The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to section 15(d) of the Exchange Act) that is
incorporated by reference in the Registration Statement shall be deemed to be a
new registration statement relating to the securities offered herein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

     3.   Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
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
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant 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 registrant 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.

                                      3.
SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, 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 Eden Prairie, State of Minnesota, on June 6, 1996.

                              CIMA LABS INC.

                              By:  /s/ John M. Siebert   
                                 ---------------------------------------------
                                 Title: President, Chief Executive Officer and
                                 Chief Financial Officer

                               POWER OF ATTORNEY

     KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints John M. Siebert, Ph.D., his true and
lawful attorney-in-fact and agent, 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 in connection therewith, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or any of them, or their
or his substitutes or substitute, may lawfully do or cause to be done by virtue
hereof.

                                       4.
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 the dates indicated.
SIGNATURE                            TITLE                            DATE
/s/ John M. Siebert, Ph.D.         President, Chief Executive          May 31, 1996
- -----------------------------      Officer, Chief Financial Officer
      John M. Siebert              and Director
                                   (Principal executive officer;
                                   principal financial and
                                   accounting officer)

/s/ Terrence W. Glarner            Director                            May 31, 1996
- -----------------------------
   Terrence W. Glarner

/s/ David B. Musket                Director                            May 31, 1996
- -----------------------------
    David B. Musket
                                   Director
- -----------------------------
    Steven B. Ratoff

/s/ Joseph R. Robinson             Director                            May 31, 1996
- -----------------------------
    Joseph R. Robinson

/s/ Jerry A. Weisbach              Director                            May 31, 1996
- -----------------------------
   Jerry A. Weisbach
5.
EXHIBIT INDEX
EXHIBIT
NUMBER     DESCRIPTION
5      Opinion of Cooley Godward Castro Huddleson & Tatum

23.1   Consent of Ernst & Young LLP

23.2   Consent of Cooley Godward Castro Huddleson & Tatum is
       contained in Exhibit 5 to this Registration Statement

24     Power of Attorney is contained on the signature pages

99.1   CIMA LABS INC. Equity Incentive Plan, as amended and
       restated as of March 25, 1996 (Formerly the CIMA LABS
       INC. Amended and Restated Stock Option and Stock Award
       Plan)

99.2   Form of Incentive Stock Option Agreement used in connection
       with the Equity Incentive Plan

99.3   Form of Nonstatutory Stock Option Agreement used in connection
       with the Equity Incentive Plan
6.