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<TITLE>February 6 2007 S8 DOC</TITLE>
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<FONT SIZE="2" color="FF0000"><B><P>Note:<A HREF="forms-8.pdf"> PDF provided as a courtesy</A></P></B></FONT>

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As filed with the Securities and Exchange Commission on February 6, 2007<br>
                                               Registration No. 333-________
</B></font></p>

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<p align="center"><font size="3"><B>
SECURITIES AND EXCHANGE COMMISSION</br>
Washington, D.C. 20549</B></font></p>

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<p align="center"><font size="5"><B>FORM S-8</B></font><br>
<font size="3"><B>
                             REGISTRATION STATEMENT<br>
                                    Under<br>
                       The Securities Act of 1933
</B>

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<p align="center"><font size="5" color="#0000FF"><B>
                             <u>PHARMACYCLICS, INC.</u>
</B></font></br>
<font size="2">
                    (Exact name of registrant as specified in its charter)




<TABLE COLS=2 WIDTH="100%" >
<TR>
<TD>
<font size="3"><B>
<CENTER><u>Delaware</u></CENTER>
</font></B>
</TD>
<TD>
<font size="3"><B>
<CENTER><u>94-3148201</u></CENTER>
</font></B>
</TD>
</TR>
<TR>
<TD>
<font size="2">
<CENTER>&nbsp; (State or other jurisdiction of incorporation or organization)&nbsp;</CENTER>
</font>
</TD>
<TD>
<font size="2">
<CENTER>(IRS Employer Identification No.)</CENTER>
</font>
</TD>
</TR>
</TABLE>
<BR>

<FONT SIZE=3><B><P ALIGN="CENTER">995 East Arques Avenue</B><B><BR>
</B><B>Sunnyvale, California  94085-4521 </B><BR>
</FONT><FONT SIZE=1>(Address, including Zip Code, of Registrant's of Principal
Executive Offices)</P>
</FONT><FONT SIZE=2>
</FONT><B><P ALIGN="CENTER">Pharmacyclics, Inc. Employee Stock Purchase
Plan</B><B><BR>
</B><FONT SIZE=1>(Full title of the Plans) </P>
</FONT><FONT SIZE=3><B><P ALIGN="CENTER">Richard A. Miller</B><B><BR>
</B><B>President and Chief Executive Officer</B><B><BR>
</B><B>Pharmacyclics, Inc.</B><B><BR>
</B><B>995 East Arques Avenue, Sunnyvale, California &nbsp;94085-4521</B><B><BR>

</B></FONT><FONT SIZE=2><B>(408) 774-0330</B><B><BR>
</B></FONT><FONT SIZE=1>(Name, Address  and Telephone number, including Area
Code, of Agent for Service) </P>
</FONT><P>&nbsp;</P>
<FONT SIZE=2><B><P ALIGN="CENTER">This Registration Statement shall become
effective immediately upon filing with the Securities and Exchange Commission
and sales of the registered securities will begin as soon as reasonably
practicable after such effective date. </P>
</B><P>&nbsp;</P>
<B><P ALIGN="CENTER">CALCULATION OF REGISTRATION FEE</P></B></FONT>
<P ALIGN="CENTER"><CENTER><TABLE BORDER CELLSPACING=2 CELLPADDING=2 WIDTH=623>
<TR><TD WIDTH="29%" VALIGN="BOTTOM">
<B><FONT SIZE=1><P ALIGN="CENTER">Title of Securities to be
Registered</B></FONT></TD>
<TD WIDTH="18%" VALIGN="BOTTOM">
<B><FONT SIZE=1><P ALIGN="CENTER">Amount to be Registered</B>(1)</FONT></TD>
<TD WIDTH="18%" VALIGN="BOTTOM">
<B><FONT SIZE=1><P ALIGN="CENTER">Proposed Maximum</P>
<P ALIGN="CENTER">Offering Price per Share</B></FONT></TD>
<TD WIDTH="18%" VALIGN="BOTTOM">
<B><FONT SIZE=1><P ALIGN="CENTER">Proposed Maximum Aggregate <BR>
Offering Price</B>(2)</FONT></TD>
<TD WIDTH="17%" VALIGN="BOTTOM">
<B><FONT SIZE=1><P ALIGN="CENTER">Amount of Registration Fee</B></FONT></TD>
</TR>
<TR><TD WIDTH="29%" VALIGN="TOP">
<FONT SIZE=1><P>Employee Stock Purchase Plan</FONT></TD>
<TD WIDTH="18%" VALIGN="TOP">
<FONT SIZE=1><P>&nbsp;</FONT></TD>
<TD WIDTH="18%" VALIGN="TOP">
<FONT SIZE=1><P>&nbsp;</FONT></TD>
<TD WIDTH="18%" VALIGN="TOP">
<FONT SIZE=1><P>&nbsp;</FONT></TD>
<TD WIDTH="17%" VALIGN="TOP">
<FONT SIZE=1><P>&nbsp;</FONT></TD>
</TR>
<TR><TD WIDTH="29%" VALIGN="TOP">
<FONT SIZE=1><P>Common Stock</FONT></TD>
<TD WIDTH="18%" VALIGN="TOP">
<FONT SIZE=1><P ALIGN="CENTER">200,000 shares</FONT></TD>
<TD WIDTH="18%" VALIGN="TOP">
<FONT SIZE=1><P ALIGN="CENTER">$4.84</FONT></TD>
<TD WIDTH="18%" VALIGN="TOP">
<FONT SIZE=1><P ALIGN="CENTER">$968,000</FONT></TD>
<TD WIDTH="17%" VALIGN="TOP">
<FONT SIZE=1><P>$103.58</FONT></TD>
</TR>
</TABLE>
</CENTER></P>

<FONT SIZE=1>
<OL>

<LI>Represents an  additional 200,000 shares to be offered and sold under the
Pharmacyclics, Inc. Employee Stock Purchase Plan.  Pursuant to Rule 416(a) of
the Securities Act of 1933, as amended, this Registration Statement shall also
cover any additional shares of Registrant's Common Stock which become issuable
under the Employee Stock Purchase Plan by reason of any stock dividend, stock
split, recapitalization or other similar transaction effected without the
Registrant's receipt of consideration which results in an increase in the number
of the outstanding shares of Registrant's Common Stock.</LI>

<LI>Calculated solely for purposes of this offering under Rule 457(h) of the
Securities Act of 1933, as amended, on the basis of the average of the high and
low selling prices per share of Registrant's Common Stock on February 1, 2007 as
reported by the Nasdaq Global Market.</LI></OL>

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<B><P ALIGN="CENTER">PART I</P>
</B><P ALIGN="CENTER"></P>
<B><P ALIGN="CENTER">INFORMATION REQUIRED IN THE SECTION 10 (a) PROSPECTUS</P>
</B><P ALIGN="CENTER"></P>
<B><P>Item  1.&#9;<U>Plan Information</P>
</U>
<P>&#9;</B>Not required to be filed with this Registration Statement.&#9;</P>

<B><P>Item  2.&#9;<U>Registrant Information and Employee Plan Annual
Information</P>
</U>
</B><P>Not required to be filed with this Registration Statement</P>


<B><P ALIGN="CENTER">PART II</P>

<P ALIGN="CENTER">INFORMATION REQUIRED IN THE REGISTRATION STATEMENT</P>

</B><P>This registration statement covers an additional 200,000 shares of Common
Stock that have been authorized for issuance under the Pharmacyclics, Inc.
Employee Stock Purchase Plan.</P>
<B>
<P>Item  3.&#9;Incorporation of Documents by Reference</P>
</B>
<P>The Registrant hereby incorporates by reference into this Registration
Statement the following documents previously filed with the Securities and
Exchange Commission ("SEC"):</P>
<P ALIGN="CENTER"><CENTER><TABLE CELLSPACING=0 BORDER=0 CELLPADDING=7 WIDTH=577>
<TR><TD WIDTH="5%" VALIGN="TOP">
<FONT SIZE=2><P>(a)</FONT></TD>
<TD WIDTH="95%" VALIGN="TOP">
<FONT SIZE=2><P>Pharmacyclics, Inc.'s Annual Report on Form 10-K for the fiscal
year ended June 30, 2006;</FONT></TD>
</TR>
<TR><TD WIDTH="5%" VALIGN="TOP">
<FONT SIZE=2><P>(b)</FONT></TD>
<TD WIDTH="95%" VALIGN="TOP">
<P>&nbsp;<FONT SIZE=2>Pharmacyclics, Inc.'s Quarterly Reports on Form&nbsp;10-Q
for the quarters ending September 30, 2006, and December 31, 2006;</FONT></TD>
</TR>
<TR><TD WIDTH="5%" VALIGN="TOP">
<FONT SIZE=2><P>(c)</FONT></TD>
<TD WIDTH="95%" VALIGN="TOP">
<FONT SIZE=2><P>Pharmacyclics, Inc.'s Current Reports on Form 8-K, filed with
the Commission on July 3, 2006, July 11, 2006, August 9, 2006, August 11, 2006,
August 17, 2006, August 21, 2006, October 30, 2006, November 8, 2006, November
9, 2006, November 17, 2006, November 20, 2006, December 13, 2006, December 14,
2006 and December 22, 2006; and</FONT></TD>
</TR>
<TR><TD WIDTH="5%" VALIGN="TOP">
<FONT SIZE=2><P>(d)</FONT></TD>
<TD WIDTH="95%" VALIGN="TOP">
<FONT SIZE=2><P>The description of our common stock contained in our
registration statement on Form 8-A filed with the SEC on October 20, 1995,
including any amendment or report filed for the purpose of updating that
description.</FONT></TD>
</TR>
</TABLE>
</CENTER></P>

<font FACE="Times New Roman" SIZE="2">
<P>In addition, all documents filed by Pharmacyclics, Inc. pursuant to Section
13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this
registration statement and prior to the filing of a post-effective amendment
which indicates that all securities offered have been sold or which deregisters
all securities then remaining unsold, shall be deemed to be incorporated by
reference in this registration statement and to be a part of it from the
respective dates of filing such documents. Any statement contained in a document
incorporated or deemed to be incorporated by reference herein shall be deemed to
be modified or superseded for purposes of this registration statement to the
extent that a statement contained herein or in any other subsequently filed
document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this registration statement. Under no circumstances will
any information filed under items 2.02 or 7.01 of Form 8-K be deemed to be
incorporated by reference unless such Form 8-K expressly provides to the
contrary. </P>
<B><P>Item  4.&#9;Description of Securities</P>
</B>
<P>Not Applicable.</P>


<B><P>Item  5.&#9;Interests of Named Experts and Counsel</P>
</B>
<P>Not Applicable.</P>

<B><P>Item  6.&#9;Indemnification of Directors and Officers</P>
</B><P>Under Section 145 of the Delaware General Corporation Law (the "DGCL"),
the Registrant has broad powers to indemnify its directors and officers against
liabilities they may incur in such capacities, including liabilities under the
Securities Act of 1933, as amended (the "1933 Act"). The Registrant's Bylaws
(the "Bylaws") provide that the Registrant shall indemnify its directors and
officers to the fullest extent authorized by the DGCL which permits
indemnification only if such officer or director acted (i) in good faith, (ii)
in a manner reasonably believed to be in or not opposed to the best interests of
the Registrant, and (iii) with respect to any criminal action or proceeding, had
no reasonable cause to believe such conduct was unlawful. The Registrant
believes that indemnification under its Bylaws covers at least negligence and
gross negligence, and requires the Registrant to advance litigation expenses in
the case of stockholder derivative actions or other actions, against an
undertaking by the directors and officers to repay such advances if it is
ultimately determined that the director is not entitled to indemnification. The
Bylaws further provide that rights conferred under such Bylaws shall not be
deemed to be exclusive of any other right such persons may have or acquire under
any agreement, vote of stockholders or disinterested directors, or
otherwise.</P>
<P>In addition, the Registrant's Amended and Restated Certificate of
Incorporation (the "Certificate of Incorporation") provides that, to the fullest
extent permitted by the DGCL, none of its directors shall be liable for monetary
damages for breach of his or her fiduciary duty of care to the Registrant and
its stockholders. This provision in the Certificate of Incorporation does not
eliminate the duty of care, and in appropriate circumstances equitable remedies
such as injunctive or other forms of non-monetary relief will remain available
under Delaware law. In addition, each director will continue to be subject to
liability for breach of the director's duty of loyalty to the Registrant for
acts or omissions not in good faith or involving intentional misconduct, for
knowing violations of law, for actions leading to improper personal benefit to
the director, and for payment of dividends or approval of stock repurchases or
redemptions that are unlawful under Delaware law. The provision also does not
affect a director's responsibilities under any other law, such as the federal
securities laws or state or federal environmental laws. The Certificate of
Incorporation further provides that the Registrant may indemnify its directors
and officers to the fullest extent permitted by law.</P>
<P>The Registrant has obtained a liability insurance policy for the officers and
directors that, subject to certain limitations, terms and conditions, will
insure them against losses arising from wrongful acts (as defined by the policy)
in their capacity as directors or officers.</P>
<P>In addition, the Registrant has entered into agreements to indemnify its
directors and certain of its officers in addition to the indemnification
provided for in the Certificate of Incorporation and Bylaws. These agreements,
among other things, indemnify the Registrant's directors and certain of its
officers for certain expenses (including attorneys fees), judgments, fines and
settlement amounts incurred by such person in any action or proceeding,
including any action by or in the right of the Registrant, on account of
services as a director or officer of the Registrant or as a director or officer
of any subsidiary of the Registrant, or as a director or officer of any other
company or enterprise that the person provides services to at the request of the
Registrant.</P>
<B><P>Item  7.&#9;Exemption from Registration Claimed</P>
</B>
<P>Not Applicable.</P>

<B><P>Item  8.&#9;Exhibits</P>

</B><P>See Index to Exhibits</P>

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

</B><P>(a) The undersigned registrant hereby undertakes: </P><DIR>
<DIR>

<P>(1) To file, during any period in which offers or sales are being made, a
post- effective amendment to this Registration Statement: </P></DIR>
</DIR>
</DIR>
</DIR>
</DIR>
</DIR>

<OL TYPE="i">
<OL TYPE="i">
<OL TYPE="i">
<DIR>
<DIR>
<DIR>
<DIR>

<OL TYPE="i">

<LI>to include any prospectus required by Section&nbsp;10(a)(3) of the Act;
</LI>
<LI>to reflect in the prospectus any facts or events arising after the effective
date of this Registration Statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represent a fundamental change
in the information set forth in is Registration Statement. Notwithstanding the
foregoing, any increase or decrease in volume of securities offered (if the
total dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the estimated maximum
offering range may be reflected in the form of prospectus filed with the
Commission pursuant to Rule&nbsp;424(b) if, in the aggregate, the changes in
volume and price represent no more than a 20% change in the maximum aggregate
offering price set forth in the "Calculation of Registration Fee" table in the
effective Registration Statement; and </LI>
<LI>to include any material information with respect to the plan of distribution
not previously disclosed in this Registration Statement or any material change
to such information in this Registration Statement. </LI></OL>
</DIR>
</DIR>
</DIR>
</DIR>
</OL>
</OL>
</OL>
<DIR>
<DIR>
<DIR>
<DIR>

<P>Provided, however that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
the information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the Registrant pursuant to Section 13 or Section 15(d) of the
Exchange Act that are incorporated by reference in this Registration Statement.
</P><DIR>
<DIR>

<P>(2) That, for the purposes of determining any liability under the Securities
Act, each such post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof. </P>
<P>(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. </P></DIR>
</DIR>

<P>(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the Company's
annual report pursuant to Section&nbsp;13(a) or 15(d) of the Exchange Act that
is incorporated by reference in this Registration Statement shall be deemed to
be a new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof. </P>
<P>(c) Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Company pursuant to the foregoing provisions, or otherwise, the Company has been
advised that in the opinion of the Commission such indemnification is against
public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Company of expenses incurred or paid
by a director, officer or controlling person of the Company in the successful
defense of any action, suit or proceeding) is asserted by such director, officer
or controlling person in connection with the securities being registered, the
Company will, unless in the opinion of its counsel the matter has been settled
by controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the final adjudication
of such issue. </P></DIR>
</DIR>
</DIR>
</DIR>

<B><P ALIGN="CENTER"><A NAME="sign"></A>SIGNATURES</P>
</B><P>Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Sunnyvale, State of California, on February 6,
2007.</P>
<TABLE CELLSPACING=0 BORDER=0 CELLPADDING=1 WIDTH=673>
<TR><TD WIDTH="39%" VALIGN="TOP">
<P>&nbsp;</TD>
<TD WIDTH="61%" VALIGN="TOP" COLSPAN=2>
<FONT SIZE=2><P>PHARMACYCLICS, INC. </FONT></TD>
</TR>
<TR><TD WIDTH="39%" VALIGN="TOP">
<P>&nbsp;</TD>
<TD WIDTH="61%" VALIGN="TOP" COLSPAN=2>
<I><FONT SIZE=2><P>(Registrant)</I> </FONT></TD>
</TR>
<TR><TD WIDTH="39%" VALIGN="MIDDLE">
<P>&nbsp;</TD>
<TD WIDTH="5%" VALIGN="MIDDLE">
<P>&nbsp;</TD>
<TD WIDTH="56%" VALIGN="MIDDLE">
<P>&nbsp;</TD>
</TR>
<TR><TD WIDTH="39%" VALIGN="TOP">
<P>&nbsp;</TD>
<TD WIDTH="5%" VALIGN="TOP">
<FONT SIZE=2><P>By:&nbsp;</FONT></TD>
<TD WIDTH="56%" VALIGN="TOP">
<FONT SIZE=2><P>/s/ Richard A. Miller, M.D.</FONT></TD>
</TR>
</TABLE>

<FONT SIZE=2></FONT>
<TABLE CELLSPACING=0 BORDER=0 WIDTH=672>
<TR><TD WIDTH="39%" VALIGN="TOP">
<P>&nbsp;</TD>
<TD WIDTH="61%" VALIGN="TOP">&nbsp;</TD>
</TR>
<TR><TD WIDTH="39%" VALIGN="TOP">
<P>&nbsp;</TD>
<TD WIDTH="61%" VALIGN="TOP">
<FONT SIZE=2><P>Richard A. Miller, M.D. </FONT></TD>
</TR>
<TR><TD WIDTH="39%" VALIGN="TOP">
<P>&nbsp;</TD>
<TD WIDTH="61%" VALIGN="TOP">
<I><FONT SIZE=2><P>President and Chief Executive Officer </I></FONT></TD>
</TR>
</TABLE>

<FONT SIZE=2><P>Each person whose signature appears below constitutes and
appoints Richard A. Miller, M.D. and Leiv Lea, and each of them, his true and
lawful attorneys-in-fact and agents, each with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign any and all amendments (including post-effective amendments)
to this Registration Statement, and to file the same, with all exhibits thereto
and other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in order to effectuate the same as fully, to
all intents and purposes, as he might or could do in person, hereby ratifying
and confirming all that each of said attorneys-in-fact and agents, or either of
them, may lawfully do or cause to be done by virtue hereof.</P>
<P>Pursuant to the requirements of the Securities Act of 1933, this registration
statement has been signed by the following persons in the capacities indicated
on the dates indicated:</P>
<TABLE CELLSPACING=0 BORDER=0 CELLPADDING=8 WIDTH=650>
<TR><TD WIDTH="34%" VALIGN="TOP">
<U><FONT SIZE=2><P>Signature</U></FONT></TD>
<TD WIDTH="48%" VALIGN="TOP">
<U><FONT SIZE=2><P>Title</U></FONT></TD>
<TD WIDTH="18%" VALIGN="TOP">
<U><FONT SIZE=2><P>Date</U></FONT></TD>
</TR>
<TR><TD WIDTH="34%" VALIGN="TOP">
<U><FONT SIZE=2><P>/s/ RICHARD A. MILLER, M.D. </U><BR>
Richard A. Miller, M.D. </FONT></TD>
<TD WIDTH="48%" VALIGN="TOP">
<FONT SIZE=2><P>President and Chief Executive Officer and Director (Principal
Executive Officer) </FONT></TD>
<TD WIDTH="18%" VALIGN="TOP">
<FONT SIZE=2><P>February 6, 2007</FONT></TD>
</TR>
<TR><TD WIDTH="34%" VALIGN="TOP">
<U><FONT SIZE=2><P>/s/ LEIV LEA </U><BR>
Leiv Lea </FONT></TD>
<TD WIDTH="48%" VALIGN="TOP">
<FONT SIZE=2><P>Vice President, Finance and Administration and Chief Financial
Officer (Principal Accounting Officer) </FONT></TD>
<TD WIDTH="18%" VALIGN="TOP">
<FONT SIZE=2><P>February 6, 2007</FONT></TD>
</TR>
<TR><TD WIDTH="34%" VALIGN="TOP">
<U><FONT SIZE=2><P>/s/ MILES R. GILBURNE </U><BR>
Miles R. Gilburne </FONT></TD>
<TD WIDTH="48%" VALIGN="TOP">
<FONT SIZE=2><P>Director </FONT></TD>
<TD WIDTH="18%" VALIGN="TOP">
<FONT SIZE=2><P>February 6, 2007 </FONT></TD>
</TR>
<TR><TD WIDTH="34%" VALIGN="TOP">
<U><FONT SIZE=2><P>/s/ JAMES L. KNIGHTON</U><BR>
James L. Knighton</FONT></TD>
<TD WIDTH="48%" VALIGN="TOP">
<FONT SIZE=2><P>Director </FONT></TD>
<TD WIDTH="18%" VALIGN="TOP">
<FONT SIZE=2><P>February 6, 2007 </FONT></TD>
</TR>
<TR><TD WIDTH="34%" VALIGN="TOP">
<U><FONT SIZE=2><P>/s/ RICHARD M. LEVY, PH.D. </U><BR>
Richard M. Levy, Ph.D. </FONT></TD>
<TD WIDTH="48%" VALIGN="TOP">
<FONT SIZE=2><P>Director </FONT></TD>
<TD WIDTH="18%" VALIGN="TOP">
<FONT SIZE=2><P>February 6 , 2007 </FONT></TD>
</TR>
<TR><TD WIDTH="34%" VALIGN="TOP">
<U><FONT SIZE=2><P>/s/ WILLIAM R. ROHN </U><BR>
William R. Rohn </FONT></TD>
<TD WIDTH="48%" VALIGN="TOP">
<FONT SIZE=2><P>Director </FONT></TD>
<TD WIDTH="18%" VALIGN="TOP">
<FONT SIZE=2><P>February 6 , 2007 </FONT></TD>
</TR>
<TR><TD WIDTH="34%" VALIGN="TOP">
<U><FONT SIZE=2><P>/s/ CHRISTINE A. WHITE, M.D.</U><BR>
Christine A. White, M.D.</FONT></TD>
<TD WIDTH="48%" VALIGN="TOP">
<FONT SIZE=2><P>Director </FONT></TD>
<TD WIDTH="18%" VALIGN="TOP">
<FONT SIZE=2><P>February 6, 2007 </FONT></TD>
</TR>
</TABLE>




<FONT SIZE=2><P>&nbsp;</P>
<B><P ALIGN="CENTER">EXHIBIT INDEX</P></B>

<TABLE CELLSPACING=0 BORDER=0 CELLPADDING=7 WIDTH=638>
<TR><TD WIDTH="11%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="CENTER">&nbsp;</P>
<B><P ALIGN="CENTER">Exhibit Number</B></FONT></TD>
<TD WIDTH="89%" VALIGN="BOTTOM">
<B><FONT SIZE=2><P>Description</B></FONT></TD>
</TR>
<TR><TD WIDTH="11%" VALIGN="TOP">
<FONT SIZE=2><P>4.1</FONT></TD>
<TD WIDTH="89%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="JUSTIFY"><A HREF="http://www.sec.gov/Archives/edgar/data/949699/000094969906000059/def14a.htm">
Pharmacyclics, Inc. Employee Stock Purchase Plan (1)</A></FONT></TD>
</TR>
<TR><TD WIDTH="11%" VALIGN="TOP">
<FONT SIZE=2><P>5.1</FONT></TD>
<TD WIDTH="89%" VALIGN="TOP">
<FONT SIZE=2><P><A HREF="exh5-1.htm">Opinion as to the legality of securities being
registered.</A></FONT></TD>
</TR>
<TR><TD WIDTH="11%" VALIGN="TOP">
<FONT SIZE=2><P>23.1</FONT></TD>
<TD WIDTH="89%" VALIGN="TOP">
<FONT SIZE=2><P><A HREF="exh23-1.htm">Consent of PricewaterhouseCoopers LLC, Independent Registered
Public Accounting Firm</A></FONT></TD>
</TR>
<TR><TD WIDTH="11%" VALIGN="TOP">
<FONT SIZE=2><P>23.2</FONT></TD>
<TD WIDTH="89%" VALIGN="TOP">
<FONT SIZE=2><P>Consent of Latham &amp; Watkins, LLP (included in Exhibit
5.1)</FONT></TD>
</TR>
<TR><TD WIDTH="11%" VALIGN="TOP">
<FONT SIZE=2><P>24</FONT></TD>
<TD WIDTH="89%" VALIGN="TOP">
<FONT SIZE=2><P>Power of Attorney (included in the signature page
hereto).</FONT></TD>
</TR>
</TABLE>

<FONT SIZE=2>
<P>&nbsp;</P>
<P>&nbsp;</P>
<P>(1) Incorporated by reference to Exhibit A of the Registrant's Proxy
Statement pursuant to Section 14(a) filed with the Commission on October 25,
2006.</P></FONT>

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{"company-data": {"conformed-name": "PHARMACYCLICS INC", "cik": "0000949699", "assigned-sic": "2834", "irs-number": "943148201", "state-of-incorporation": "DE", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-140480", "film-number": "07585185"}, "business-address": {"street1": "PHARMACYCLICS INC", "street2": "995 E ARQUES AVE", "city": "SUNNYVALE", "state": "CA", "zip": "94085-4521", "phone": "408 774 0330"}, "mail-address": {"street1": "PHARMACYCLICS INC", "street2": "995 E ARQUES AVE", "city": "SUNNYVALE", "state": "CA", "zip": "94085-4521"}}
February 6 2007 S8 DOC
Note:
PDF provided as a courtesy
As filed with the Securities and Exchange Commission on February 6, 2007
Registration No. 333-________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
PHARMACYCLICS, INC.
(Exact name of registrant as specified in its charter)
Delaware
94-3148201
(State or other jurisdiction of incorporation or organization)
(IRS Employer Identification No.)
995 East Arques Avenue
Sunnyvale, California  94085-4521
(Address, including Zip Code, of Registrant's of Principal
Executive Offices)
Pharmacyclics, Inc. Employee Stock Purchase
Plan
(Full title of the Plans)
Richard A. Miller
President and Chief Executive Officer
Pharmacyclics, Inc.
995 East Arques Avenue, Sunnyvale, California  94085-4521
(408) 774-0330
(Name, Address  and Telephone number, including Area
Code, of Agent for Service)
This Registration Statement shall become
effective immediately upon filing with the Securities and Exchange Commission
and sales of the registered securities will begin as soon as reasonably
practicable after such effective date.
CALCULATION OF REGISTRATION FEE
Title of Securities to be
Registered
Amount to be Registered
(1)
Proposed Maximum
Offering Price per Share
Proposed Maximum Aggregate
Offering Price
(2)
Amount of Registration Fee
Employee Stock Purchase Plan
Common Stock
200,000 shares
$4.84
$968,000
$103.58
Represents an  additional 200,000 shares to be offered and sold under the
Pharmacyclics, Inc. Employee Stock Purchase Plan.  Pursuant to Rule 416(a) of
the Securities Act of 1933, as amended, this Registration Statement shall also
cover any additional shares of Registrant's Common Stock which become issuable
under the Employee Stock Purchase Plan by reason of any stock dividend, stock
split, recapitalization or other similar transaction effected without the
Registrant's receipt of consideration which results in an increase in the number
of the outstanding shares of Registrant's Common Stock.
Calculated solely for purposes of this offering under Rule 457(h) of the
Securities Act of 1933, as amended, on the basis of the average of the high and
low selling prices per share of Registrant's Common Stock on February 1, 2007 as
reported by the Nasdaq Global Market.
PART I
INFORMATION REQUIRED IN THE SECTION 10 (a) PROSPECTUS
Item  1.
Plan Information
Not required to be filed with this Registration Statement.
Item  2.
Registrant Information and Employee Plan Annual
Information
Not required to be filed with this Registration Statement
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
This registration statement covers an additional 200,000 shares of Common
Stock that have been authorized for issuance under the Pharmacyclics, Inc.
Employee Stock Purchase Plan.
Item  3.	Incorporation of Documents by Reference
The Registrant hereby incorporates by reference into this Registration
Statement the following documents previously filed with the Securities and
Exchange Commission ("SEC"):
(a)
Pharmacyclics, Inc.'s Annual Report on Form 10-K for the fiscal
year ended June 30, 2006;
(b)
Pharmacyclics, Inc.'s Quarterly Reports on Form 10-Q
for the quarters ending September 30, 2006, and December 31, 2006;
(c)
Pharmacyclics, Inc.'s Current Reports on Form 8-K, filed with
the Commission on July 3, 2006, July 11, 2006, August 9, 2006, August 11, 2006,
August 17, 2006, August 21, 2006, October 30, 2006, November 8, 2006, November
9, 2006, November 17, 2006, November 20, 2006, December 13, 2006, December 14,
2006 and December 22, 2006; and
(d)
The description of our common stock contained in our
registration statement on Form 8-A filed with the SEC on October 20, 1995,
including any amendment or report filed for the purpose of updating that
description.
In addition, all documents filed by Pharmacyclics, Inc. pursuant to Section
13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this
registration statement and prior to the filing of a post-effective amendment
which indicates that all securities offered have been sold or which deregisters
all securities then remaining unsold, shall be deemed to be incorporated by
reference in this registration statement and to be a part of it from the
respective dates of filing such documents. Any statement contained in a document
incorporated or deemed to be incorporated by reference herein shall be deemed to
be modified or superseded for purposes of this registration statement to the
extent that a statement contained herein or in any other subsequently filed
document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this registration statement. Under no circumstances will
any information filed under items 2.02 or 7.01 of Form 8-K be deemed to be
incorporated by reference unless such Form 8-K expressly provides to the
contrary.
Item  4.	Description of Securities
Not Applicable.
Item  5.	Interests of Named Experts and Counsel
Not Applicable.
Item  6.	Indemnification of Directors and Officers
Under Section 145 of the Delaware General Corporation Law (the "DGCL"),
the Registrant has broad powers to indemnify its directors and officers against
liabilities they may incur in such capacities, including liabilities under the
Securities Act of 1933, as amended (the "1933 Act"). The Registrant's Bylaws
(the "Bylaws") provide that the Registrant shall indemnify its directors and
officers to the fullest extent authorized by the DGCL which permits
indemnification only if such officer or director acted (i) in good faith, (ii)
in a manner reasonably believed to be in or not opposed to the best interests of
the Registrant, and (iii) with respect to any criminal action or proceeding, had
no reasonable cause to believe such conduct was unlawful. The Registrant
believes that indemnification under its Bylaws covers at least negligence and
gross negligence, and requires the Registrant to advance litigation expenses in
the case of stockholder derivative actions or other actions, against an
undertaking by the directors and officers to repay such advances if it is
ultimately determined that the director is not entitled to indemnification. The
Bylaws further provide that rights conferred under such Bylaws shall not be
deemed to be exclusive of any other right such persons may have or acquire under
any agreement, vote of stockholders or disinterested directors, or
otherwise.
In addition, the Registrant's Amended and Restated Certificate of
Incorporation (the "Certificate of Incorporation") provides that, to the fullest
extent permitted by the DGCL, none of its directors shall be liable for monetary
damages for breach of his or her fiduciary duty of care to the Registrant and
its stockholders. This provision in the Certificate of Incorporation does not
eliminate the duty of care, and in appropriate circumstances equitable remedies
such as injunctive or other forms of non-monetary relief will remain available
under Delaware law. In addition, each director will continue to be subject to
liability for breach of the director's duty of loyalty to the Registrant for
acts or omissions not in good faith or involving intentional misconduct, for
knowing violations of law, for actions leading to improper personal benefit to
the director, and for payment of dividends or approval of stock repurchases or
redemptions that are unlawful under Delaware law. The provision also does not
affect a director's responsibilities under any other law, such as the federal
securities laws or state or federal environmental laws. The Certificate of
Incorporation further provides that the Registrant may indemnify its directors
and officers to the fullest extent permitted by law.
The Registrant has obtained a liability insurance policy for the officers and
directors that, subject to certain limitations, terms and conditions, will
insure them against losses arising from wrongful acts (as defined by the policy)
in their capacity as directors or officers.
In addition, the Registrant has entered into agreements to indemnify its
directors and certain of its officers in addition to the indemnification
provided for in the Certificate of Incorporation and Bylaws. These agreements,
among other things, indemnify the Registrant's directors and certain of its
officers for certain expenses (including attorneys fees), judgments, fines and
settlement amounts incurred by such person in any action or proceeding,
including any action by or in the right of the Registrant, on account of
services as a director or officer of the Registrant or as a director or officer
of any subsidiary of the Registrant, or as a director or officer of any other
company or enterprise that the person provides services to at the request of the
Registrant.
Item  7.	Exemption from Registration Claimed
Not Applicable.
Item  8.	Exhibits
See Index to Exhibits
Item 9.	Undertakings
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post- effective amendment to this Registration Statement:
to include any prospectus required by Section 10(a)(3) of the Act;
to reflect in the prospectus any facts or events arising after the effective
date of this Registration Statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represent a fundamental change
in the information set forth in is Registration Statement. Notwithstanding the
foregoing, any increase or decrease in volume of securities offered (if the
total dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the estimated maximum
offering range may be reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in the aggregate, the changes in
volume and price represent no more than a 20% change in the maximum aggregate
offering price set forth in the "Calculation of Registration Fee" table in the
effective Registration Statement; and
to include any material information with respect to the plan of distribution
not previously disclosed in this Registration Statement or any material change
to such information in this Registration Statement.
Provided, however that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
the information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the Registrant pursuant to Section 13 or Section 15(d) of the
Exchange Act that are incorporated by reference in this Registration Statement.
(2) That, for the purposes of determining any liability under the Securities
Act, each such post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
(3) To remove from registration by means of a post-effective amendment any of
the securities being registered which remain unsold at the termination of the
offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the Company's
annual report pursuant to Section 13(a) or 15(d) of the Exchange Act that
is incorporated by reference in this Registration Statement shall be deemed to
be a new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Company pursuant to the foregoing provisions, or otherwise, the Company has been
advised that in the opinion of the Commission such indemnification is against
public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Company of expenses incurred or paid
by a director, officer or controlling person of the Company in the successful
defense of any action, suit or proceeding) is asserted by such director, officer
or controlling person in connection with the securities being registered, the
Company will, unless in the opinion of its counsel the matter has been settled
by controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the final adjudication
of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Sunnyvale, State of California, on February 6,
2007.
PHARMACYCLICS, INC.
(Registrant)
By:
/s/ Richard A. Miller, M.D.
Richard A. Miller, M.D.
President and Chief Executive Officer
Each person whose signature appears below constitutes and
appoints Richard A. Miller, M.D. and Leiv Lea, and each of them, his true and
lawful attorneys-in-fact and agents, each with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign any and all amendments (including post-effective amendments)
to this Registration Statement, and to file the same, with all exhibits thereto
and other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in order to effectuate the same as fully, to
all intents and purposes, as he might or could do in person, hereby ratifying
and confirming all that each of said attorneys-in-fact and agents, or either of
them, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this registration
statement has been signed by the following persons in the capacities indicated
on the dates indicated:
Signature
Title
Date
/s/ RICHARD A. MILLER, M.D.
Richard A. Miller, M.D.
President and Chief Executive Officer and Director (Principal
Executive Officer)
February 6, 2007
/s/ LEIV LEA
Leiv Lea
Vice President, Finance and Administration and Chief Financial
Officer (Principal Accounting Officer)
February 6, 2007
/s/ MILES R. GILBURNE
Miles R. Gilburne
Director
February 6, 2007
/s/ JAMES L. KNIGHTON
James L. Knighton
Director
February 6, 2007
/s/ RICHARD M. LEVY, PH.D.
Richard M. Levy, Ph.D.
Director
February 6 , 2007
/s/ WILLIAM R. ROHN
William R. Rohn
Director
February 6 , 2007
/s/ CHRISTINE A. WHITE, M.D.
Christine A. White, M.D.
Director
February 6, 2007
EXHIBIT INDEX
Exhibit Number
Description
4.1
Pharmacyclics, Inc. Employee Stock Purchase Plan (1)
5.1
Opinion as to the legality of securities being
registered.
23.1
Consent of PricewaterhouseCoopers LLC, Independent Registered
Public Accounting Firm
23.2
Consent of Latham & Watkins, LLP (included in Exhibit
5.1)
24
Power of Attorney (included in the signature page
hereto).
(1) Incorporated by reference to Exhibit A of the Registrant's Proxy
Statement pursuant to Section 14(a) filed with the Commission on October 25,
2006.