UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) October 17, 2003
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CAMBREX CORPORATION
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(Exact name of Registrant as specified in its charter)
DELAWARE
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(State or other jurisdiction of incorporation)
1-10638 22-2476135
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(Commission File Number) (IRS Employer Identification No.)
One Meadowlands Plaza, East Rutherford, New Jersey 07073
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (201) 804-3000
CAMBREX CORPORATION
FORM 8-K
CURRENT REPORT
OCTOBER 17, 2003
ITEM 5. OTHER EVENTS AND REQUIRED FD DISCLOSURE.
On October 17, 2003 Cambrex Corporation announced that it had agreed
to amend the terms of its asset purchase agreement entered into on August 7,
2003 with Arsenal Capital Partners for the sale of its Rutherford Chemicals
business. The revised agreement specifies proceeds from the sale of Rutherford
Chemicals of up to $65 million to be paid to Cambrex consisting of $55 million
in cash at closing, a $2 million subordinated 12% interest bearing note payable
in full in 5 1/2 years, and an $8 million performance-based cash earn-out as
certain future operating profit targets are achieved in each of the next three
years. The loss on sale is expected to be approximately $53 to $57 million.
On August 8, 2003 Cambrex filed a Current Report on Form 8-K related to the
August 7, 2003 announcement of the original Agreement reached with Arsenal
Capital Partners to sell its Rutherford Chemicals business.
The October 17, 2003 press release announcing the Amendment to the
August 7, 2003 Asset Purchase Agreement for Rutherford Chemicals is attached to
this Form 8-K as Exhibit 99.1.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits
(99.1) Press release issued by Cambrex Corporation dated
October 17, 2003.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on behalf by the
undersigned hereunto duly authorized.
CAMBREX CORPORATION
By: /s/ Luke M. Beshar
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Luke M. Beshar
Senior Vice President and
Chief Financial Officer
Dated: October 21, 2003
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EXHIBIT INDEX
99.1 Press Release of Cambrex Corporation dated October 17, 2003.
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