<PAGE>

     AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 28, 1997

                                            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. NON-EMPLOYEE DIRECTORS' FEE OPTION GRANT PROGRAM
                            (Full title of the plan)

                              John M. Siebert, Ph.D
                      President and Chief Executive 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 LLP
                               5 Palo Alto Square
                               3000 El Camino Real
                              Palo Alto, CA  94306
                                 (415) 843-5000

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

                         CALCULATION OF REGISTRATION FEE
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
                                                     PROPOSED  
                                     PROPOSED         MAXIMUM  
     TITLE OF                        MAXIMUM         AGGREGATE       AMOUNT OF 
 SECURITIES TO BE   AMOUNT TO BE  OFFERING PRICE     OFFERING      REGISTRATION
    REGISTERED       REGISTERED     PER SHARE (1)     PRICE (1)        FEE 
-------------------------------------------------------------------------------
 Stock Options 
 and Common Stock 
 (par value $.01)          60,000      $5.44          $326,400         $99.00
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------

(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 July 25, 1997 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, 1996.

     (b)  The Company's Quarterly Reports on Form 10-Q for the three months 
ended March 31, 1997.

     (c)  The description of the Company's Common Stock which is contained in 
a Registration Statement on Form 8-A filed in June 1994 filed 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.  In addition, the Company maintains an insurance policy for 
its directors and officers insuring against certain liabilities arising in 
their capacities as such.

<PAGE>

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

     Not applicable.

ITEM 8.  EXHIBITS

EXHIBIT
NUMBER
-------
5         Opinion of Cooley Godward LLP

23.1      Consent of Ernst & Young LLP

23.2      Consent of Cooley Godward LLP is contained in Exhibit 5 to this
          Registration Statement

24        Power of Attorney is contained on the signature pages

99.1      CIMA LABS INC. Non-Employee Directors' Fee Option Grant Program



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 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 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 with or furnished to 
the Commission by the registrant pursuant to section 13 or section 15(d) of 
the Exchange Act of 1934 that are incorporated by reference herein.

          (b)  That, for the purpose of determining any liability under the 
Securities Act of 1933, 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.

                                        2.

<PAGE>

          (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.   The undersigned registrant hereby undertakes that, for purposes of 
determining any liability under the Securities Act of 1933, each filing of 
the registrant's annual report pursuant to section 13(a) or section 15(d) of 
the Exchange Act of 1934 (and, where applicable, each filing of an employee 
benefit plan's annual report pursuant to section 15(d) of the 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.

     3.   Insofar as indemnification for liabilities arising under the 
Securities Act of 1933 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 July 25, 1997.

                              CIMA LABS INC.




                              By: /s/ John M. Siebert
                                 ------------------------------------
                              John M. Siebert
                              President and Chief Executive 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.

<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
  ----------------------------------    President, Chief         July 25, 1997
               John M. Siebert          Executive Officer,       
                                        and Director  
                                        (principal executive 
                                        officer) 


          /s/ Keith P. Salenger
  ----------------------------------    Vice President,          July 25, 1997
               Keith P. Salenger        Finance                  
                                        and Chief Financial 
                                        Officer 
                                        (principal financial 
                                        and 
                                        accounting officer) 

          /s/ Terrence W. Glarner
  ----------------------------------    Director                 July 25, 1997
               Terrence W. Glarner       


          /s/ David B. Musket
  ----------------------------------    Director                 July 25, 1997
               David B. Musket                                   


          /s/ Steven B. Ratoff
  ----------------------------------    Director                 July 25, 1997
               Steven B. Ratoff                                  


          /s/ Joseph R. Robinson
  ----------------------------------    Director                 July 16, 1997
               Joseph R. Robinson                                



  ----------------------------------    Director                 July   , 1997
               Jerry A. Weisbach                                 

</TABLE>

<PAGE>
                                   EXHIBIT INDEX 
 
 
EXHIBIT                     
NUMBER                      DESCRIPTION 
 
 5          Opinion of Cooley Godward LLP 

23.1        Consent of Ernst & Young LLP 

23.2        Consent of Cooley Godward LLP is contained in Exhibit 5 to this 
            Registration Statement 

24          Power of Attorney is contained on the signature pages 

99.1        CIMA LABS INC. Non-Employee Directors' Fee Option Grant Program 


                                        6.
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 16447}]
{"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": "333-32233", "film-number": "97646466"}, "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 JULY 28, 1997

                                            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. NON-EMPLOYEE DIRECTORS' FEE OPTION GRANT PROGRAM
                            (Full title of the plan)

                              John M. Siebert, Ph.D
                      President and Chief Executive 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 LLP
                               5 Palo Alto Square
                               3000 El Camino Real
                              Palo Alto, CA  94306
                                 (415) 843-5000

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

                         CALCULATION OF REGISTRATION FEE
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
                                                     PROPOSED  
                                     PROPOSED         MAXIMUM  
     TITLE OF                        MAXIMUM         AGGREGATE       AMOUNT OF 
 SECURITIES TO BE   AMOUNT TO BE  OFFERING PRICE     OFFERING      REGISTRATION
    REGISTERED       REGISTERED     PER SHARE (1)     PRICE (1)        FEE 
-------------------------------------------------------------------------------
 Stock Options 
 and Common Stock 
 (par value $.01)          60,000      $5.44          $326,400         $99.00
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------

(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 July 25, 1997 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, 1996.

     (b)  The Company's Quarterly Reports on Form 10-Q for the three months 
ended March 31, 1997.

     (c)  The description of the Company's Common Stock which is contained in 
a Registration Statement on Form 8-A filed in June 1994 filed 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.  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.

ITEM 8.  EXHIBITS

EXHIBIT
NUMBER
-------
5         Opinion of Cooley Godward LLP

23.1      Consent of Ernst & Young LLP

23.2      Consent of Cooley Godward LLP is contained in Exhibit 5 to this
          Registration Statement

24        Power of Attorney is contained on the signature pages

99.1      CIMA LABS INC. Non-Employee Directors' Fee Option Grant Program

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 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 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 with or furnished to 
the Commission by the registrant pursuant to section 13 or section 15(d) of 
the Exchange Act of 1934 that are incorporated by reference herein.

          (b)  That, for the purpose of determining any liability under the 
Securities Act of 1933, 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.

                                        2.
(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.   The undersigned registrant hereby undertakes that, for purposes of 
determining any liability under the Securities Act of 1933, each filing of 
the registrant's annual report pursuant to section 13(a) or section 15(d) of 
the Exchange Act of 1934 (and, where applicable, each filing of an employee 
benefit plan's annual report pursuant to section 15(d) of the 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.

     3.   Insofar as indemnification for liabilities arising under the 
Securities Act of 1933 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 July 25, 1997.

                              CIMA LABS INC.

                              By: /s/ John M. Siebert
                                 ------------------------------------
                              John M. Siebert
                              President and Chief Executive 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.
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
  ----------------------------------    President, Chief         July 25, 1997
               John M. Siebert          Executive Officer,       
                                        and Director  
                                        (principal executive 
                                        officer) 

          /s/ Keith P. Salenger
  ----------------------------------    Vice President,          July 25, 1997
               Keith P. Salenger        Finance                  
                                        and Chief Financial 
                                        Officer 
                                        (principal financial 
                                        and 
                                        accounting officer) 

          /s/ Terrence W. Glarner
  ----------------------------------    Director                 July 25, 1997
               Terrence W. Glarner       

          /s/ David B. Musket
  ----------------------------------    Director                 July 25, 1997
               David B. Musket                                   

          /s/ Steven B. Ratoff
  ----------------------------------    Director                 July 25, 1997
               Steven B. Ratoff                                  

          /s/ Joseph R. Robinson
  ----------------------------------    Director                 July 16, 1997
               Joseph R. Robinson                                

  ----------------------------------    Director                 July   , 1997
               Jerry A. Weisbach
EXHIBIT INDEX 
 
 
EXHIBIT                     
NUMBER                      DESCRIPTION 
 
 5          Opinion of Cooley Godward LLP 

23.1        Consent of Ernst & Young LLP 

23.2        Consent of Cooley Godward LLP is contained in Exhibit 5 to this 
            Registration Statement 

24          Power of Attorney is contained on the signature pages 

99.1        CIMA LABS INC. Non-Employee Directors' Fee Option Grant Program 

                                        6.