-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, INQPgMFc9nle+Rq1GJNohw4wgXsxSehpRgYnzdOp6e+z2AbnpcRajAEVNAHbktUM wMjSlo2xqThqO99q3Xibyw== 0001004275-03-000013.txt : 20031114 0001004275-03-000013.hdr.sgml : 20031114 20031114165449 ACCESSION NUMBER: 0001004275-03-000013 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20031114 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CIMA LABS INC CENTRAL INDEX KEY: 0000833298 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 411569769 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-43287 FILM NUMBER: 031005568 BUSINESS ADDRESS: STREET 1: 10000 VALLEY VIEW ROAD CITY: EDEN PRAIRIE STATE: MN ZIP: 55344-9361 BUSINESS PHONE: 9529478700 MAIL ADDRESS: STREET 1: 10000 VALLEY VIEW ROAD CITY: EDEN PRAIRIE STATE: MN ZIP: 55344-9361 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ALPINE ASSOCIATES A LTD PARTNERSHIP /NJ CENTRAL INDEX KEY: 0001004275 IRS NUMBER: 060944931 STATE OF INCORPORATION: NJ FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 100 UNION AVE CITY: CRESSKILL STATE: NJ ZIP: 07626 BUSINESS PHONE: 2018710866 MAIL ADDRESS: STREET 1: 100 UNION AVENUE CITY: CRESSKILL STATE: NJ ZIP: 07626 SC 13D 1 cimaorig.txt SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------------- SCHEDULE 13D Under the Securities Exchange Act of 1934 ---------- Cima Labs Inc. - -------------------------------------------------------------------------- (Name of Issuer) Common Stock, $.01 par value 171796105 - ------------------------------ ------------------------------- (Title of class of securities) (CUSIP number) Todd J. Mason Alpine Associates, A Limited Partnership 100 Union Avenue, Cresskill, NJ 07626, (201) 871-0866 - ---------------------------------------------------------------------------- (Name, address and telephone number of person authorized to receive notices and communications) November 6, 2003 - ---------------------------------------------------------------------------- (Date of event which requires filing of this statement) If the person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b) (3) or (4), check the following box [ ]. Note: When filing this statement in paper format, six copies of this statement, including exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent. * The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities and Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of that Act but shall be subject to all other provisions of the Act (however, see the Notes). 1 NAME OF REPORTING PERSON: Alpine Associates, A Limited Partnership S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: #06-0944931 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (A) [X] (B) [_] 3 SEC USE ONLY 4 SOURCE OF FUNDS: WC, BK, OO 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS [_] REQUIRED PURSUANT TO ITEM 2(D) OR 2(E): 6 CITIZENSHIP OR PLACE OF ORGANIZATION: New Jersey NUMBER OF SHARES 7 SOLE VOTING POWER: 1,000,000 BENEFICIALLY 8 SHARED VOTING POWER: 0 OWNED BY EACH REPORTING 9 SOLE DISPOSITIVE POWER: 1,000,000 PERSON WITH 10 SHARED DISPOSITIVE POWER: 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON: 1,000,000 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [_] EXCLUDES CERTAIN SHARES: 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 6.89% 14 TYPE OF REPORTING PERSON: PN, BD 1 NAME OF REPORTING PERSON: Alpine Partners, L.P. S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: #22-3528110 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (A) [X] (B) [_] 3 SEC USE ONLY 4 SOURCE OF FUNDS: WC, BK, OO 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS [_] REQUIRED PURSUANT TO ITEM 2(D) OR 2(E): 6 CITIZENSHIP OR PLACE OF ORGANIZATION: New Jersey NUMBER OF SHARES 7 SOLE VOTING POWER: 129,000 BENEFICIALLY 8 SHARED VOTING POWER: 0 OWNED BY EACH REPORTING 9 SOLE DISPOSITIVE POWER: 129,000 PERSON WITH 10 SHARED DISPOSITIVE POWER: 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON: 129,000 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [_] EXCLUDES CERTAIN SHARES: 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 0.89% 14 TYPE OF REPORTING PERSON: PN, BD 1 NAME OF REPORTING PERSON: Palisades Partners, L.P. S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: #13-3456480 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (A) [X] (B) [_] 3 SEC USE ONLY 4 SOURCE OF FUNDS: WC 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS [_] REQUIRED PURSUANT TO ITEM 2(D) OR 2(E): 6 CITIZENSHIP OR PLACE OF ORGANIZATION: Delaware NUMBER OF SHARES 7 SOLE VOTING POWER: 48,025 BENEFICIALLY 8 SHARED VOTING POWER: 0 OWNED BY EACH REPORTING 9 SOLE DISPOSITIVE POWER: 48,025 PERSON WITH 10 SHARED DISPOSITIVE POWER: 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON: 48,025 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [_] EXCLUDES CERTAIN SHARES: 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 0.33% 14 TYPE OF REPORTING PERSON: PN 1 NAME OF REPORTING PERSON: Alpine Associates Offshore Fund Ltd. S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: #N/A 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (A) [X] (B) [_] 3 SEC USE ONLY 4 SOURCE OF FUNDS: WC 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS [_] REQUIRED PURSUANT TO ITEM 2(D) OR 2(E): 6 CITIZENSHIP OR PLACE OF ORGANIZATION: British Virgin Islands NUMBER OF SHARES 7 SOLE VOTING POWER: 13,221 BENEFICIALLY 8 SHARED VOTING POWER: 0 OWNED BY EACH REPORTING 9 SOLE DISPOSITIVE POWER: 13,221 PERSON WITH 10 SHARED DISPOSITIVE POWER: 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON: 13,221 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [_] EXCLUDES CERTAIN SHARES: 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 0.09% 14 TYPE OF REPORTING PERSON: CO 1. SECURITY AND ISSUER This statement relates to the Common Stock, $.01 par value (the "Stock"),of Cima Labs Inc. (the "Company"), the principal executive offices of which are located at 10000 Valley View Road, Eden Prairie, MN 55344-9361. 2. IDENTITY AND BACKGROUND The persons filing this statement are Alpine Associates, A Limited Partnership ("Associates"), a limited partnership organized under the laws of the State of New Jersey; Alpine Partners, L.P. ("Partners"), a limited partnership organized under the laws of the State of New Jersey; Palisades Partners, L.P. ("Palisades"), a limited partnership organized under the laws of the State of Delaware; and Alpine Associates Offshore Fund Ltd. ("Offshore"), a corporation organized under the laws of the British Virgin Islands. (Associates, Partners, Palisades and Offshore together are referred to as "Registrants".) The principal office of each Registrant is located at 100 Union Avenue, Cresskill, New Jersey 07626. The principal business of each Registrant is that of a private investment fund engaging in the purchase and sale of investments for its own account. Eckert Corporation is the sole general partner of Associates and Partners. Victoria Eckert is the President of Eckert Corporation and its sole director. Eckert Corporation is a corporation organized under the laws of the State of Delaware. Its principal business is acting as general partner of Associates and Partners. Ms. Eckert is a citizen of the United States. Her principal occupation is acting as president of Eckert Corporation. Gordon A. Uehling, Jr. is the sole general partner of Palisades. Mr. Uehling is a citizen of the United States. His principal occupation is acting as general partner of Palisades. Robert E. Zoellner ("Mr. Zoellner") and Robert E. Zoellner, Jr. are the sole directors and executive officers of Offshore. Mr. Zoellner and Mr. Zoellner, Jr. are citizens of the United States. Mr. Zoellner's principal occupation is providing investment consulting services to the Registrants. Mr. Zoellner, Jr.'s principal occupation is engaging in the purchase and sale of investments in connection with the Registrants' activities. Mr. Zoellner and Ms. Eckert are married. The business address of all persons and organizations referred to in this paragraph is 100 Union Avenue, Cresskill, NJ 07626. Registrants may be deemed to be a "group" within the meaning of Rule 13d-5 promulgated under the Securities Exchange Act of 1934, as amended. Each disclaims beneficial interest in the others' holdings. During the last five years, none of the above named persons has been convicted in any criminal proceeding (excluding traffic violations and similar misdemeanors) or has been a party to any civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which such person was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. 3. SOURCE AND AMOUNT OF FUNDS A total of $30,624,734, $3,953,247, $1,471,259 and $405,467 has been used by Associates, Partners, Palisades and Offshore, respectively, to purchase shares of Stock. The funds for such purchases have been obtained from working capital, which may at any given time include funds borrowed in the ordinary course of business from margin accounts. It is expected that additional purchases of Stock (if any) will be financed in the same manner. 4. PURPOSE OF TRANSACTION Registrants purchased the Stock for investment, in the ordinary course of their businesses. In the future Registrants may, in the ordinary course of their businesses, make additional purchases and/or sales of the Stock. Except as set forth above, Registrants have no plans or proposals which relate to or would result in any of the transactions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D. 5. INTEREST IN SECURITIES OF THE ISSUER (a) Associates owns 1,000,000 shares of the Stock. Partners owns 129,000 shares of the Stock. Palisades owns 48,025 shares of the Stock. Offshore owns 13,221 shares of the Stock. Registrants believe, based on the Agreement and Plan of Merger dated as of November 3, 2003 to which the Company is a party, that a total of 14,522,740 shares of the Stock are outstanding, so that the shares owned by Associates, Partners, Palisades and Offshore represent approximately 6.89%, 0.89%, 0.33% and 0.09%, respectively, of the total outstanding shares. (b) Each Registrant has sole power to vote and dispose of the Stock held by it. (c) Since September 14, 2003, Associates has purchased a total of 874,300 shares of the Stock, at an aggregate cost of $27,267,357, Partners has purchased a total of 113,100 shares of the Stock, at an aggregate cost of $3,527,099, Palisades has purchased a total of 42,067 shares of the Stock, at an aggregate cost of $1,311,991 and Offshore has purchased a total of 12,969 shares of the Stock, at an aggregate cost of $398,731. See Item 5(c) attached hereto. (d) Not applicable. (e) Not applicable. 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER Except as set forth above, neither Associates, Partners, Palisades, Offshore nor any of the other persons referred to in Item 2 above has entered into any contract, arrangement, understanding or relationship (legal or otherwise) with any person with respect to any securities of the Company. 7. EXHIBITS Exhibit 1 - Joint Filing Agreement SCHEDULE 13-D ------------- After reasonable inquiry and to the best of our knowledge and belief, we certify that the information set forth in this statement is true, complete and correct. ALPINE ASSOCIATES, A LIMITED PARTNERSHIP By: Eckert Corporation, General Partner By: /S/TODD MASON -------------------------- Todd Mason DATED: November 14, 2003 SCHEDULE 13-D ------------- After reasonable inquiry and to the best of our knowledge and belief, we certify that the information set forth in this statement is true, complete and correct. ALPINE PARTNERS, L.P. By: Eckert Corporation, General Partner By: /S/TODD MASON -------------------------- Todd Mason DATED: November 14, 2003 SCHEDULE 13-D ------------- After reasonable inquiry and to the best of our knowledge and belief, we certify that the information set forth in this statement is true, complete and correct. PALISADES PARTNERS, L.P. By: /S/TODD MASON -------------------------- Todd Mason DATED: November 14, 2003 SCHEDULE 13-D ------------- After reasonable inquiry and to the best of our knowledge and belief, we certify that the information set forth in this statement is true, complete and correct. ALPINE ASSOCIATES OFFSHORE FUND LTD. By: /S/TODD MASON -------------------------- Todd Mason DATED: November 14, 2003 SCHEDULE 13-D ITEM 5 (C) TRADE DATE NO. OF SHARES NO. OF SHARES PRICE PER PURCHASED (1) SOLD (1) SHARE TRANSACTIONS BY ASSOCIATES --------------------------------- 09/16/03 7100 0 28.1718 09/17/03 10462 0 28.3358 09/18/03 6738 0 28.3631 09/19/03 50000 0 28.912672 09/22/03 25000 0 28.9986 09/23/03 25100 0 28.9793 09/24/03 20000 0 28.7434 09/25/03 30000 0 28.0906 10/06/03 49900 0 28.093228 10/09/03 34400 0 28.1228 10/13/03 15560 0 27.84 10/16/03 106000 0 31.2999 10/16/03 6300 0 31.25 10/17/03 95700 0 31.5882 11/06/03 114600 0 32.9656 11/06/03 2400 0 32.95 11/06/03 6000 0 32.87 11/07/03 58000 0 32.9599 11/10/03 61000 0 32.8717 11/11/03 40000 0 32.9549 11/11/03 10000 0 32.9139 11/12/03 44100 0 32.9981 11/13/03 55900 0 33.00 TRANSACTIONS BY PARTNERS --------------------------------- 09/18/03 4000 0 28.377 09/19/03 200 0 29.25 09/22/03 9800 0 29.00 09/23/03 3300 0 28.9539 09/25/03 3800 0 28.0955 09/26/03 2900 0 28.1013 10/06/03 5300 0 28.0916 10/09/03 6400 0 28.1228 10/16/03 16100 0 31.25 10/17/03 9700 0 31.58 11/06/03 15000 0 32.95 11/07/03 13000 0 32.868 11/10/03 4300 0 32.8145 11/11/03 5200 0 32.9139 11/12/03 7600 0 32.9981 11/13/03 6500 0 33.00 TRANSACTIONS BY PALISADES --------------------------------- 09/18/03 1400 0 28.377 09/22/03 3667 0 29.0389 09/23/03 1200 0 28.9539 09/26/03 2500 0 28.1013 10/06/03 2100 0 28.0916 10/09/03 2400 0 28.1228 10/16/03 6000 0 31.25 10/17/03 3600 0 31.58 11/06/03 6000 0 32.95 11/07/03 4200 0 32.868 11/10/03 1800 0 32.8145 11/11/03 2000 0 32.9139 11/12/03 2800 0 32.9981 11/13/03 2400 0 33.00 TRANSACTIONS BY OFFSHORE - --------------------------------- 09/18/03 63 0 28.377 09/22/03 157 0 29.0389 09/23/03 52 0 28.9539 09/26/03 100 0 28.1013 09/30/03 1248 0 27.96 10/01/03 2089 0 27.98 10/06/03 660 0 28.0916 10/09/03 660 0 28.1228 10/16/03 1600 0 31.25 10/17/03 1040 0 31.58 11/06/03 1600 0 32.95 11/07/03 500 0 32.868 11/10/03 1200 0 32.8145 11/11/03 500 0 32.9139 11/12/03 800 0 32.9981 11/13/03 700 0 33.00 (1) Transactions were effected in the open market and otherwise in transactions with Broker-Dealers. EX-1 3 cimaexh.txt EXHIBIT 1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(f) under the Securities and Exchange Act of 1934, as amended, the parties named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13D, and amendments thereto, with respect to the securities of the company named below: DATED: November 14, 2003 COMPANY: CIMA LABS INC. SECURITIES: COMMON STOCK, $.01 PAR VALUE PARTIES ALPINE ASSOCIATES, A Limited Partnership By: Eckert Corporation By: /S/TODD MASON ---------------------- ALPINE PARTNERS, L.P. By: Eckert Corporation By: /S/TODD MASON ---------------------- PALISADES PARTNERS, L.P. By: /S/TODD MASON ------------------------ ALPINE ASSOCIATES OFFSHORE FUND LTD. By: /S/TODD MASON -------------------------- -----END PRIVACY-ENHANCED MESSAGE-----