As filed with the Securities and Exchange Commission on March 15, 2004.
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
CAMBREX CORPORATION
(Exact name of issuer as specified in its charter)
Delaware 22-2476135
(State of Incorporation) (I.R.S. Employer
Identification No.)
One Meadowlands Plaza
East Rutherford, New Jersey 07073
(201) 804-3000
(Address and telephone number of principal executive offices)
CAMBREX CORPORATION PERFORMANCE INCENTIVE PLAN
CAMBREX CORPORATION DIRECTORS' COMMON STOCK FEE PAYMENT PLAN
AGREEMENT FOR N. DAVID EANSOR
(Full Title of the Plan)
Peter E. Thauer, Esq.
Senior Vice President - Law and Environment,
General Counsel and Secretary
Cambrex Corporation
One Meadowlands Plaza
East Rutherford, New Jersey 07073
(201) 804-3000
(Name, address and telephone number of agent for service)
CALCULATION OF REGISTRATION FEE
----------------------------------------------------------------------------------------------------------------------
Title of Securities to Amount to be Proposed Maximum Offering Proposed Maximum Amount of
be Registered Registered Price Per Share (1) Aggregate Offering Price Registration Fee
----------------------------------------------------------------------------------------------------------------------
Common Stock (par 139,552 shares (2) $27.28 $3,806,978.56 $482.34
value $.10 per share)
----------------------------------------------------------------------------------------------------------------------
Common Stock (par 32,683 shares (3) $27.28 $891,592.24 $112.96
value $.10 per share)
----------------------------------------------------------------------------------------------------------------------
Common Stock (par 7,300 shares (4) $27.28 $199,144.00 $25.23
value $.10 per share)
----------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------
Total Registration Fee: $620.53
----------------------------------------------------------------------------------------------------------------------
(1) Estimated solely for the purposes of calculating the amount of the
registration fee pursuant to Rules 457(c) and 457(h) of the Securities Act of
1933, as amended, on the basis of the average of the high and low prices for
shares of common stock of Cambrex Corporation as reported on the New York Stock
Exchange on March 9, 2004.
(2) Represents 139,552 shares of common stock previously issued (subject to
vesting) to certain of the selling shareholders named herein pursuant to grants,
made by the compensation committee of Cambrex Corporation's board of directors,
of performance incentive awards.
(3) Represents 32,683 shares of common stock previously issued to certain of the
selling shareholders named herein pursuant to the Directors' Common Stock Fee
Payment Plan adopted by Cambrex Corporation's board of directors in 1995, which
requires a minimum of one-half of director fees to be paid in shares of common
stock of Cambrex Corporation and allows directors to receive up to 100% of
director fees in shares of common stock of Cambrex Corporation.
(4) Represents 7,300 shares of common stock previously issued to N. David Eansor
pursuant to the terms of an agreement entered into in October 2000 when he
became an employee of the Company.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
EXPLANATORY NOTE
In accordance with Form S-8 General Instruction C and Rule 429 of the
Securities Act of 1933, as amended (the "Securities Act"), this registration
statement covers the reoffer and resale of 139,552 shares of common stock of
Cambrex Corporation ("Cambrex," the "Company," "we," "us" or "our") previously
issued (subject to vesting) to certain current and former employees named herein
(the "Employees") pursuant to grants, made by the compensation committee of our
board of directors, of performance incentive awards.
This registration statement also covers the reoffer and resale of 32,683
shares of common stock of Cambrex previously issued to certain current and
former directors named herein (the "Directors") pursuant to the Directors'
Common Stock Fee Payment Plan adopted by Cambrex's board of directors in 1995,
which requires a minimum of one-half of director fees to be paid in shares of
common stock of Cambrex and allows directors to receive up to 100% of director
fees in shares of common stock of Cambrex.
This registration statement also covers the reoffer and resale of 7,300
shares of common stock of Cambrex previously issued to N. David Eansor ("David
Eansor" and together with the Employees and the Directors, the "Selling
Shareholders") pursuant to the terms of an agreement entered into in October
2000 when he became an employee of the Company.
This registration statement contains two parts. The first part contains a
"reoffer prospectus" prepared in accordance with Part I of Form S-3 of the
Securities Act. The second part contains information required in this
registration statement pursuant to Part II of Form S-8. This reoffer prospectus
may be used for reoffers or resales on a continuous or delayed basis in the
future of the 179,535 shares of common stock described in the previous three
paragraphs.
PROSPECTUS
CAMBREX CORPORATION
179,535 SHARES OF COMMON STOCK
This prospectus relates to 179,535 shares, in the aggregate, of common
stock, par value $.10 per share, of Cambrex Corporation which may be offered or
sold from time to time by the Selling Shareholders. 139,552 shares of common
stock were previously issued (subject to vesting, as described below) to the
Employees pursuant to grants, by the compensation committee of our board of
directors, of performance incentive awards. 32,683 shares of common stock were
previously issued to the Directors pursuant to the Directors' Common Stock Fee
Payment Plan adopted by Cambrex's board of directors in 1995, which requires a
minimum of one-half of director fees to be paid in shares of common stock of
Cambrex and allows directors to receive up to 100% of director fees in shares of
common stock of Cambrex. 7,300 shares of common stock were previously issued to
David Eansor pursuant to the terms of an agreement entered into in October 2000
when he became an employee of the Company.
The price at which a Selling Shareholder may sell any shares of common
stock will be determined by the prevailing market price for such shares or
through a privately negotiated transaction. We will receive no part of the
proceeds of any sale of such shares made hereunder.
Our common stock is traded on the New York Stock Exchange under the symbol
"CBM". On March 9, 2004 the last reported sale price of our common stock on the
New York Stock Exchange was $27.20 per share.
The mailing address of our principal executive offices is One Meadowlands
Plaza, East Rutherford, New Jersey 07073, and our telephone number is (201)
804-3000.
--------------------------------------------------------------------------------
INVESTING IN OUR COMMON STOCK INVOLVES RISKS.
PLEASE SEE "RISK FACTORS" BEGINNING ON PAGE 5.
--------------------------------------------------------------------------------
No person has been authorized to give any information or to make any
representations, other than those contained in this prospectus in connection
with the offering made hereby, and if given or made, such information or
representations must not be relied upon as having been authorized by us, any
Selling Shareholder or any other person. Neither the delivery of this prospectus
nor any sale made hereunder shall, under any circumstances, create any
implication that information herein is correct as of any time subsequent to the
date hereof. This prospectus does not constitute an offer to sell or a
solicitation of an offer to buy any security other than the securities covered
by this prospectus, nor does it constitute an offer to or solicitation of any
person in any jurisdiction in which such offer or solicitation may not lawfully
be made.
--------------------------------------------------------------------------------
Neither the Securities and Exchange Commission (the "Commission") nor any
state securities commission has approved or disapproved of these securities or
determined if this prospectus is truthful or complete. Any representation to the
contrary is a criminal offense.
The date of this prospectus is March 15, 2004.
TABLE OF CONTENTS
PAGE
CAMBREX CORPORATION....................................................... 5
RISK FACTORS.............................................................. 5
USE OF PROCEEDS........................................................... 14
DILUTION.................................................................. 14
SELLING SHAREHOLDERS...................................................... 14
PLAN OF DISTRIBUTION...................................................... 16
EXPERTS................................................................... 17
WHERE YOU CAN FIND MORE INFORMATION....................................... 17
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE........................... 18
CAMBREX CORPORATION
Cambrex is a leading innovative supplier of human health and biosciences
products to the life sciences industry. Cambrex serves the innovative and
generic pharmaceutical markets and the bioresearch, biotherapeutic and
biopharmaceutical markets, including universities, research organizations and
the government. On November 10, 2003, we completed the sale of substantially all
the assets of our Rutherford Chemicals business, which was a manufacturer and
distributor of specialty and fine chemicals into a variety of markets.
RISK FACTORS
You should carefully consider the following factors and other information in
this prospectus and in our annual reports on Forms 10-K when you evaluate our
business. The risks and uncertainties described below are not the only ones the
Company faces. Additionally, risks and uncertainties not presently known to the
Company or that it currently deems immaterial also may impair its business
operations. If any of the following risks occur, the Company's business,
financial condition, operating results and cash flows could be materially
adversely affected.
WE MAY PURSUE TRANSACTIONS THAT MAY CAUSE US TO EXPERIENCE SIGNIFICANT CHARGES
TO EARNINGS THAT MAY ADVERSELY AFFECT OUR STOCK PRICE AND FINANCIAL CONDITION.
We regularly review potential transactions related to technologies,
products or product rights and businesses complementary to our business. These
transactions could include mergers, acquisitions, strategic alliances or
licensing agreements. In the future, we may choose to enter into these
transactions at any time. As a result of acquiring businesses or entering into
other significant transactions, we have previously experienced, and may continue
to experience, significant charges to earnings for merger and related expenses
that may include transaction costs, closure costs or costs related to the
write-off of acquired in-process research and development. These costs may also
include substantial fees for investment bankers, attorneys, accountants and
financial printing costs and severance and other closure costs associated with
the elimination of duplicate or discontinued products, employees, operations and
facilities. Although we do not expect these charges to have a material adverse
effect upon our overall financial condition, these charges could have a material
adverse effect on our results of operations for particular quarterly or annual
periods and they could possibly have an adverse impact upon the market price of
our common stock.
WE MAY MAKE ACQUISITIONS OF BUSINESSES. INHERENT IN THIS PRACTICE IS A RISK THAT
WE MAY EXPERIENCE DIFFICULTY INTEGRATING THE BUSINESSES OR COMPANIES THAT WE
HAVE ACQUIRED INTO OUR OPERATIONS, WHICH WOULD BE DISRUPTIVE TO OUR MANAGEMENT
AND OPERATIONS.
The merger of two companies involves the integration of two businesses
that have previously operated independently. Difficulties encountered in
integrating two businesses could have a material adverse effect on the operating
results or financial condition of the combined company's business. As a result
of uncertainty following a merger and during the integration process, we could
experience disruption in our business or employee base. There is also a risk
that key employees of a merged company may seek employment elsewhere, including
with competitors, or that valued employees may be lost upon the elimination of
duplicate functions. If we and our merger partner are not able to successfully
blend our products and technologies to create the advantages the merger was
intended to create, it may affect our results of operations, our ability to
develop and introduce new products and the market price of our common stock.
Furthermore, there may be overlap between our products, services or customers,
and a merged company may create conflicts in relationships or other commitments
detrimental to the integrated businesses.
PHARMACEUTICAL, BIOPHARMACEUTICAL AND BIOTECHNOLOGY COMPANIES MAY DISCONTINUE OR
DECREASE THEIR USAGE OF OUR SERVICES.
We depend on pharmaceutical, biopharmaceutical and biotechnology companies
that use our services for a large portion of our revenues. Although there has
been a trend among these companies to outsource drug production functions, this
trend may not continue. We have experienced increasing pressure on the part of
our customers to reduce spending, including the use of our services, as a result
of negative economic trends generally and in the pharmaceutical industry. If
these companies discontinue or decrease their usage of our services, including
as a result of a slowdown in the overall United States or foreign economies, our
revenues and earnings could be lower than we expect and our revenues may
decrease or not grow at historical rates.
COMPETITION IN THE LIFE SCIENCES RESEARCH MARKET, AND/OR A REDUCTION IN DEMAND
FOR OUR PRODUCTS, COULD REDUCE SALES.
The markets for our products are competitive and price sensitive. Other
life science suppliers have significant financial, operational, sales and
marketing resources, and experience in research and development. These and other
companies may have developed or could in the future develop new technologies
that compete with our products or even render our products obsolete. If a
competitor develops superior technology or cost-effective alternatives to our
products or services, our business, operating results, and financial condition
could be seriously harmed. In addition, demand for our products may weaken due
to reduction in research and development budgets, loss of distributors or other
factors, which would have an adverse effect on our financial condition.
The markets for certain of our products are also subject to specific
competitive risks and can be highly price competitive. Our competitors have
competed in the past by lowering prices on certain products. Our competitors may
lower prices on these or other products in the future and we may, in certain
cases, respond by lowering our prices. This would reduce revenues and profits.
Conversely, failure to anticipate and respond to price competition may hurt our
market share.
We believe that customers in our markets display loyalty to their initial
supplier of a particular product. Therefore, it may be difficult to generate
sales to potential customers who have purchased products from competitors. To
the extent we are unable to be the first to develop and supply new products, our
competitive position may suffer.
FAILURE TO OBTAIN NEW OR RENEWED CONTRACTS OR CANCELLATION OF EXISTING CONTRACTS
MAY ADVERSELY AFFECT OUR BUSINESS AND FINANCIAL RESULTS.
Many of the Company's contracts are short-term in duration. As a result,
the Company must continually replace its contracts with new contracts to sustain
its revenue. The Company's inability to generate new contracts on a timely basis
would have a material adverse effect on its business, financial condition, and
results of operations.
In addition, many of the Company's long-term contracts may be cancelled or
delayed by clients for any reason upon notice. Contracts may be terminated for a
variety of reasons, including termination of product development, failure of
products to satisfy safety requirements, unexpected or undesired results from
use of the product or the client's decision to forego a particular study. The
failure to obtain new contracts or the cancellation or delay of existing
contracts could have a material adverse effect on the Company's business and
results of operations.
OUR BIOPHARMA BUSINESS SEGMENT MAY EXPERIENCE SIGNIFICANT VOLATILITY IN
PROFITABILITY AND HAS A LARGE AMOUNT OF GOODWILL RECORDED THAT WILL BE SUBJECT
TO IMPAIRMENT IF FORECASTED PROFIT LEVELS ARE NOT OBTAINED.
The Company's Biopharma business unit provides process development and
manufacturing services on a contract basis to biopharmaceutical companies. This
business has a very high fixed cost structure and its customers are often
dependent on the availability of funding and pursuing drugs that are in earlier
stages of clinical trials, and thus have high failure rates. Losses of one or
more customers can result in significant swings in profitability from quarter to
quarter and year to year. The Company has recorded a substantial amount of
goodwill related to this business, which may be subject to an impairment charge
if the business unit does not perform at or near projected levels in the future.
REVENUE IS DIFFICULT TO PREDICT.
The Company's revenue is difficult to predict because it is primarily
generated on a contract-by-contract or purchase order basis. Many of the
contracts are short-term, and may be canceled at any time. Consequently, the
Company does not have a significant backlog, nor is backlog a meaningful
indicator of future revenue. As a result, much of the Company's revenue is not
recurring from period to period, which contributes to the variability of results
from period to period.
OUR OPERATING RESULTS MAY UNEXPECTEDLY FLUCTUATE IN FUTURE PERIODS.
The Company's revenue and operating results have fluctuated, and could
continue to fluctuate, on a quarterly basis. The operating results for a
particular quarter may be lower than expected as a result of a number of
factors, including the timing of contracts; the delay or cancellation of a
contract; the mix of services provided; seasonal slowdowns in different parts of
the world; the timing of start-up expenses for new services and facilities; and
changes in government regulations. Because a high percentage of the Company's
costs are relatively fixed (such as the cost of maintaining facilities and
compensating employees), any one of these factors could have a significant
impact on the Company's quarterly results. In some quarters, the Company's
revenue and operating results may fall below the expectations of securities
analysts and investors due to any of the factors described above. In such event,
the trading price of the Company's common stock would likely decline, even if
the decline in revenue did not have any long-term adverse implications for the
Company's business.
OUR MARKET SHARE DEPENDS ON NEW PRODUCT INTRODUCTIONS AND ACCEPTANCE.
Rapid technological change and frequent new product introductions are
typical for the market for certain of our products and services. Our future
success will depend in part on continuous, timely development and introduction
of new products that address evolving market requirements and are attractive to
customers. We believe successful new product introductions provide a significant
competitive advantage because customers make an investment of time in selecting
and learning to use a new product, and are reluctant to switch thereafter. We
spend significant resources on internal research and development, as well as on
technology development elsewhere to support our effort to develop and introduce
new products. To the extent that we fail to introduce new and innovative
products, we could fail to obtain an adequate return on these investments and
could lose market share to our competitors, which may be difficult to regain. An
inability, for technological or other reasons, to develop successfully and
introduce new products could reduce our growth rate or otherwise damage our
business.
In the past we have experienced, and may experience in the future, delays
in the development and introduction of products. We cannot be assured that we
will keep pace with the rapid change in life sciences research, or that our new
products will adequately meet the requirements of the marketplace or achieve
market acceptance. Some of the factors affecting market acceptance of our
products include:
- availability, quality and price as compared to competitive products;
- the functionality of new and existing products;
- the timing of introduction of our products as compared to
competitive products;
- scientists' and customers' opinions of the product's utility and our
ability to incorporate their feedback into future products;
- general trends in life sciences research.
The expenses or losses associated with unsuccessful product development
activities or lack of market acceptance of our new products could adversely
affect our business, financial condition and results of operations.
FAILURE TO OBTAIN PRODUCTS AND COMPONENTS FROM THIRD-PARTY MANUFACTURERS COULD
AFFECT OUR ABILITY TO MANUFACTURE AND DELIVER OUR PRODUCTS.
We rely on third-party manufacturers to supply many of our raw materials,
product components, and in some case, entire products. In addition, we have a
single source for supplies of some raw materials and components to our products.
Manufacturing problems may occur with these and other outside sources. If such
problems occur, we cannot assure you that we will be able to manufacture our
products profitably or on time.
ANY SIGNIFICANT REDUCTION IN GOVERNMENT REGULATION OF THE DRUG DEVELOPMENT
PROCESS, OR VIOLATIONS BY THE COMPANY OF CGMP AND OTHER GOVERNMENT REGULATIONS,
COULD HAVE A MATERIAL ADVERSE EFFECT ON THE COMPANY'S BUSINESS AND RESULTS OF
OPERATIONS.
The design, development, testing, manufacturing and marketing of
biotechnology and pharmaceutical products are subject to regulation by
governmental authorities, including the United States Food and Drug
Administration ("FDA") and comparable regulatory authorities in other countries.
The Company's business depends in part on strict government regulation of the
drug development process. Legislation may be introduced and enacted from time to
time to modify regulations administered by the FDA and governing the drug
approval process. Any significant reduction in the scope of regulatory
requirements or the introduction of simplified drug approval procedures could
have a material adverse effect on the Company's business and results of
operations.
All facilities and manufacturing techniques used for manufacturing of
products for clinical use or for commercial sale in the Unites States must be
operated in conformity with current Good Manufacturing Practices ("cGMP")
regulations. The Company's facilities are subject to scheduled periodic
regulatory and customer inspections to ensure compliance with cGMP and other
requirements. A finding that the Company had materially violated these
requirements could result in regulatory sanctions, the loss of a customer
contract, the disqualification of data for client submissions to regulatory
authorities and/or a mandated closing of the Company's facilities. Any such
material violations would have a material adverse effect on the Company's
business and results of operations.
LITIGATION MAY HARM OUR BUSINESS OR OTHERWISE DILUTE OUR MANAGEMENT AND
FINANCIAL RESOURCES.
Substantial, complex or extended litigation could cause us to incur large
expenditures and distract our management. For example, lawsuits by employees,
stockholders, collaborators, distributors, customers, or end-users of our
products or services could be very costly and substantially disrupt our
business. Disputes from time to time with such companies or individuals are not
uncommon, and we cannot assure you that we will always be able to resolve such
disputes out of court or on terms favorable to us.
The Company is involved in a number of lawsuits including a class action
lawsuit filed against Cambrex and five former and current Company officers
alleging the failure to disclose in a timely fashion the restatement of results
for the 1997 through 2001 time frame as discussed in the SEC investigation
section below, as well as the loss of a significant contract at our Baltimore
facility. If this matter, or any of the Company's other lawsuits, is resolved in
an unfavorable manner, they could have a material adverse effect on the
operating results and cash flows in future periods.
THE SEC INVESTIGATION INTO THE COMPANY'S INTER-COMPANY ACCOUNTING MATTER COULD
HURT OUR BUSINESS.
The Securities and Exchange Commission ("SEC") is currently conducting an
investigation into the Company's inter-company accounting issue. The
investigation began during the first half of 2003 after the Company voluntarily
disclosed certain matters related to inter-company accounts for the five-year
period ending December 31, 2001 that resulted in the restatement of the
Company's financial statements for those years. The Company is fully cooperating
with the SEC and does not expect further revisions to its historical financial
statements relating to these issues. This investigation could lead to an adverse
outcome and adversely affect our business, financial condition, results of
operations and cash flows.
LOSS OF KEY PERSONNEL COULD HURT OUR BUSINESS.
The Company depends on a number of key executives. The loss of services of
any of the Company's key executives could have a material adverse effect on the
Company's business. The Company also depends on its ability to attract and
retain qualified scientific and technical employees. There is a significant
shortage of, and intense competition for, qualified scientific and technical
employees. There can be no assurance the Company will be able to retain its
existing scientific and technical employees, or to attract and retain additional
qualified employees. The Company's inability to attract and retain qualified
scientific and technical employees would have a material adverse effect on the
Company's business and results of operations.
POTENTIAL PRODUCT LIABILITY CLAIMS, ERRORS AND OMISSIONS CLAIMS IN CONNECTION
WITH SERVICES THE COMPANY PERFORMS AND POTENTIAL LIABILITY UNDER INDEMNIFICATION
AGREEMENTS BETWEEN THE COMPANY AND ITS OFFICERS AND DIRECTORS COULD ADVERSELY
AFFECT OUR EARNINGS AND FINANCIAL CONDITION.
The Company manufactures products intended for use by the public. In
addition, the Company's services include the manufacture of pharmaceutical and
biologic products to be tested in human clinical trials and for consumption by
humans. These activities could expose the Company to risk of liability for
personal injury or death to persons using such products, although the Company
does not presently commercially market or sell the products to end users. The
Company seeks to reduce its potential liability through measures such as
contractual indemnification provisions with clients (the scope of which may vary
from client-to-client, and the performances of which are not secured), exclusion
of services requiring diagnostic or other medical services, and insurance
maintained by clients. The Company could be materially and adversely affected if
it were required to pay damages or incur defense costs in connection with a
claim that is outside the scope of the indemnification agreements, if the
indemnity, although applicable, is not performed in accordance with its terms or
if the Company's liability exceeds the amount of applicable insurance or
indemnity. In addition, the Company could be held liable for errors and
omissions in connection with the services it performs. The Company currently
maintains product liability and errors and omissions insurance with respect to
these risks. There can be no assurance that the Company's insurance coverage
will be adequate or that insurance coverage will continue to be available on
terms acceptable to the Company.
The Company also indemnifies its officers and directors for certain events
or occurrences while the officer or director is, or was serving, at the
Company's request in such capacity. The maximum potential amount of future
payments the Company could be required to make under these indemnification
agreements is unlimited; however, the Company has a "Director and Officer"
insurance policy that covers a portion of any potential exposure. The Company
could be materially and adversely affected if it were required to pay damages or
incur legal costs in connection with a claim above its insurance limits.
ASSESSMENTS BY VARIOUS TAX AUTHORITIES MAY BE MATERIALLY DIFFERENT THAN WE HAVE
PROVIDED FOR.
As a matter of course, the Company is regularly audited by federal, state,
and foreign tax authorities. From time to time, these audits result in proposed
assessments. While the Company believes that it has adequately provided for any
such assessments, future settlements may be materially different than we have
provided for and negatively affect our earnings.
During 2003, the combination of a loss due to the sale of Rutherford
Chemicals business, the Mylan settlement, and a geographic shift of forecasted
income resulted in the recording of a valuation allowance against all net
domestic deferred tax assets, except those for which the company has viable tax
planning strategies. Going forward, until such time as the Company's domestic
profitability is restored and considered by management to be sustainable for the
foreseeable future, the Company will not record the income tax benefit or
expense for domestic pre-tax losses and income respectively, and as such may
experience significant volatility in its effective tax rate. Should the Company
continue to experience domestic losses, certain tax planning strategies may also
be negatively affected which could result in future increases to our domestic
deferred tax asset valuation allowance.
WE HAVE A SIGNIFICANT AMOUNT OF DEBT THAT COULD ADVERSELY AFFECT OUR FINANCIAL
CONDITION.
The Company has a revolving credit facility of approximately $269 million
of which $105 million was outstanding at December 31, 2003 and privately placed
debt of $100 million, which is a significant amount of debt and debt service
obligations. If we are unable to generate sufficient cash flow or otherwise
obtain funds necessary to make required payments on the notes, including from
cash and cash equivalents on hand, we will be in default under the terms of the
loan agreements, or indentures.
Even if we are able to meet our debt service obligations, the amount of
debt we have could adversely affect us in a number of ways, including by:
- limiting our ability to obtain any necessary financing in the future
for working capital, capital expenditures, debt service
requirements, or other purposes;
- limiting our flexibility in planning for, or reacting to, changes in
our business;
- placing us at a competitive disadvantage relative to our competitors
who have lower levels of debt;
- making us more vulnerable to a downturn in our business or the
economy generally;
- requiring us to use a substantial portion of our cash to pay
principal and interest on our debt, instead of contributing those
funds to other purposes such as working capital and capital
expenditures.
INTERNATIONAL ISSUES OR FOREIGN CURRENCY FLUCTUATIONS COULD ADVERSELY AFFECT OUR
RESULTS.
Our international revenues, which include revenues from our non-U.S.
subsidiaries and export sales from the U.S., represented 61% of our product
revenues in 2003 and 59% of our product revenues in 2002. We expect that
international revenues will continue to account for a significant percentage of
our revenues for the foreseeable future.
There are a number of risks arising from our international business,
including:
- foreign currencies we receive for sales outside the U.S. could be
subject to unfavorable exchange rates with the U.S. Dollar and
reduce the amount of revenue that we recognize;
- the possibility that unfriendly nations or groups could boycott our
products;
- general economic and political conditions in the markets in which we
operate;
- potential increased costs associated with overlapping tax
structures;
- more limited protection for intellectual property rights in some
countries;
- unexpected changes in regulatory requirements;
- the difficulties of compliance with a wide variety of foreign laws
and regulations;
- longer accounts receivable cycles in certain foreign countries; and
- import and export licensing requirements.
A significant portion of our business is conducted in currencies other
than the U.S. Dollar, which is our reporting currency. We recognize foreign
currency gains or losses arising from our operations in the period incurred. As
a result, currency fluctuations between the U.S. Dollar and the currencies in
which we do business have caused and will continue to cause foreign currency
transaction gains and losses. We cannot predict the effects of exchange rage
fluctuations upon our future operating results because of the number of
currencies involved, the variability of currency exposures, and the potential
volatility of currency exchange rates. We engage in limited foreign exchange
hedging transactions to manage our foreign currency exposure, but our strategies
may not adequately protect our operating results from the full effects of
exchange rate fluctuations.
THE MARKET PRICE OF OUR STOCK COULD BE VOLATILE.
The market price of our common stock has been subject to volatility and,
in the future, the market price of our common stock may fluctuate substantially
due to a variety of factors, including:
- quarterly fluctuations in our operating income and earnings per
share results;
- technological innovations or new product introductions by us or our
competitors;
- economic conditions;
- disputes concerning patents or proprietary rights;
- changes in earnings estimates and market growth rate projections by
market research analysts;
- sales of common stock by existing holders;
- loss of key personnel; and
- securities class actions or other litigation.
The market price for our common stock may also be affected by our ability
to meet analysts' expectations. Any failure to meet such expectations, even
slightly, could have an adverse effect on the market price of our common stock.
In addition, the stock market is subject to extreme price and volume
fluctuations. This volatility has had a significant effect on the market prices
of securities issued by many companies for reasons unrelated to the operating
performance of these companies.
INCIDENTS RELATED TO HAZARDOUS MATERIALS COULD ADVERSELY AFFECT OUR BUSINESS.
Portions of our operations require the controlled use of hazardous
materials. Although we are diligent in designing and implementing safety
procedures to comply with the standards prescribed by federal, state, and local
regulations, the risk of accidental contamination of property or injury to
individuals from these materials cannot be completely eliminated. In the event
of such an incident, we could be liable for any damages that result, which could
adversely affect our business.
Additionally, any incident could partially or completely shut down our
research and manufacturing facilities and operations.
We generate waste that must be transported to approved storage, treatment
and disposal facilities. The transportation and disposal of such waste are
required to meet applicable state and federal statutes and regulations. The
storage, treatment and disposal of such waste potentially exposes us to
environmental liability if, in the future, such transportation and disposal is
deemed to have violated such statues and/or regulations or if the storage,
treatment and disposal facilities are inadequate and are proved to have damaged
the environment.
The Company is also party to several environmental remediation
investigations and cleanups and along with other companies, has been named a
"potential responsible party" for certain waste disposal sites. The Company has
also retained the liabilities with respect to certain pre-closing environmental
matters associated with the sale of the Rutherford Chemicals business. After
reviewing information currently available, management believes any amount paid
in excess of accrued liabilities will not have a material effect on its
financial position or results of operations. However, these matters, if resolved
in a manner different from the estimates, could have a material adverse effect
on financial condition, operating results and cash flows when resolved in future
reporting periods.
THE POSSIBILITY THE COMPANY WILL BE UNABLE TO PROTECT OUR TECHNOLOGIES COULD
AFFECT OUR ABILITY TO COMPETE.
Our success depends to a significant degree upon our ability to develop
proprietary products and technologies. However, we cannot be assured that
patents will be granted on any of our patent applications. We also cannot be
assured that the scope of any of our issued patents will be sufficiently broad
to offer meaningful protection. We only have patents issued in selected
countries. Therefore, third parties can make, use, and sell products covered by
our patents in any country in which we do not have patent protection. In
addition, our issued patents or patents we license could be successfully
challenged, invalidated or circumvented so that our patent rights would not
create an effective competitive barrier. We provide our customers the right to
use our products under label licenses that are for research purposes only. These
licenses could be contested, and we cannot be assured that we would either be
aware of an unauthorized use or be able to enforce the restrictions in a
cost-effective manner.
If a third party claimed an intellectual property right to technology we
use, we may need to discontinue an important product or product line, alter our
products and processes, defend our right to use such technology in court or pay
license fees. Although we may under these circumstances attempt to
obtain a license to such intellectual property, we may not be able to do so on
favorable terms, or at all. Additionally, if our products are found to infringe
a third party's intellectual property, we may be required to pay damages for
past infringement, and lose the ability to sell certain products or receive
licensing revenues.
USE OF PROCEEDS
We will not receive any of the proceeds from the sale of any shares of our
common stock by the Selling Shareholders pursuant to this reoffer prospectus.
All such proceeds, net of brokerage commissions, if any, will be received by the
Selling Shareholders.
DILUTION
Because any Selling Shareholders who offer and sell their shares of common
stock covered by this prospectus may do so at various times, at prices and at
terms then prevailing or at prices related to the then current market price, or
in negotiated transactions, we have not included in this prospectus information
about the dilution (if any) to the public arising from these sales.
SELLING SHAREHOLDERS
The shares of common stock to which this prospectus relates may be offered
or sold from time to time by the Selling Shareholders. 139,552 shares of common
stock were previously issued (subject to vesting, as described below) to the
Employees pursuant to grants, by the compensation committee of our board of
directors, of performance incentive awards on January 28, 1999, January 27,
2000, January 25, 2001, January 24, 2002, January 23, 2003 and January 22, 2004.
32,683 shares of common stock were previously issued to the Directors pursuant
to the Directors' Common Stock Fee Payment Plan adopted by Cambrex's board of
directors in 1995, which requires a minimum of one-half of director fees to be
paid in shares of common stock of Cambrex and allows directors to receive up to
100% of director fees in shares of common stock of Cambrex. 7,300 shares of
common stock were previously issued to David Eansor pursuant to the terms of an
agreement entered into in October 2000 when he became an employee of the
Company.
The following table sets forth certain information as to the beneficial
ownership of Cambrex's common stock as of January 30, 2004 for each Selling
Shareholder (a current or former employee or director of the Company, as
indicated below).
NUMBER OF SHARES NUMBER OF SHARES PERCENTAGE OF SHARES
NAME OF SELLING BENEFICIALLY OWNED MAXIMUM NUMBER OF BENEFICIALLY OWNED BENEFICIALLY OWNED
SHAREHOLDER PRIOR TO OFFERING SHARES ELIGIBLE TO BE AFTER THE OFFERING AFTER THE OFFERING
(3) OFFERED (4) (31) (32)
--------------------------------------------------------------------------------------------------------------------
Luke M. Beshar (1) 61,314 3,521 (5) 57,793 *
Thomas N. Bird (1) 72,104 3,232 (6) 68,872 *
Ronnie D. Carroll (1) 54,003 4,138 (7) 49,865 *
N. David Eansor (1) 28,723 11,206 (8) 17,517 *
Salvatore A. Gagliardo (1) 2,525 858 (9) 1,667 *
Claes Glassell (1) 261,388 3,781 (10) 257,607 *
Salvatore J. Guccione (1) 89,781 9,613 (11) 80,168 *
Aaron H. Heifetz (1) 5,036 4,736 (12) 300 *
Keith Henderson (1) 57,076 7,076 (13) 50,000 *
Steven M. Klosk (1) 303,836 12,733 (14) 291,103 1.02%
Monika Lekander (1) 66,712 6,191 (15) 60,521 *
James A. Mack (1) 689,491 44,714 (16) 644,777 2.26%
Douglas MacMillan (1) 18,311 5,111 (17) 13,200 *
Daniel R. Marshak (1) 3,064 3,064 (18) 0 --
William Massa (1) 274 274 (19) 0 --
Gary L. Mossman (1) 51,065 1,956 (20) 49,109 *
Charles R. Piazza (1) 8,414 721 (21) 7,102 *
Anthony J. Rotunno (1) 3,558 391 (22) 3,167 *
Paolo Russolo (1) 104,853 12,353 (23) 92,500 *
Peter E. Thauer (1) 400,365 10,792 (24) 389,573 1.37%
Peter van Hoorn (1) 8,414 391 (25) 8,023 *
Cyril C. Baldwin, Jr. (2) 1,348,584 1,605 (26) 1,346,979 4.73%
Rosina B. Dixon (2) 27,460 6,210 (27) 21,250 *
Kathryn R. Harrigan (2) 26,171 9,671 (28) 16,500 *
Ilan Kaufthal (2) 41,618 10,022 (29) 31,596 *
John R. Miller (2) 17,175 5,175 (30) 12,000 *
* Less than 1%.
(1) Each Employee was eligible to receive performance incentive awards in a
cash amount determined by the compensation committee of our board of
directors, one-third of which was required to be used to purchase, on
behalf of such Employee, shares of common stock in the open market if such
Employee achieved certain performance goals. Such awards vest in one-third
increments on the first, second and third anniversaries of the grant date
and may not be sold until the third anniversary of the grant date. Unvested
shares are forfeited upon termination of employment for any reason except
normal retirement. Upon normal retirement, or in the case of a
change-in-control of Cambrex, all shares awarded vest and the deferred
sales restriction lapses. Prior to the year in which the performance
incentive awards are payable, Employees have the right to defer receipt of
vested shares pursuant to Cambrex's Deferred Compensation Plan.
(2) Each Director received shares of common stock pursuant to the Directors'
Common Stock Fee Payment Plan adopted by Cambrex's board of directors in
1995, which requires a minimum of one-half of director fees to be paid in
shares of common stock of Cambrex and allows directors to receive up to
100% of director fees in shares of common stock of Cambrex.
(3) The number of shares reported includes, as applicable, (i) shares of common
stock subject to stock options which are held by such Selling Shareholder
and are exercisable within 60 days of January 30, 2004, (ii) share
equivalents held in the Company's Deferred Compensation Plan as of December
31, 2003, (iii) share equivalents held in the Director's Deferred
Compensation Plan as of December 31, 2003, (iv) shares held in the
Company's Savings Plan as of December 31, 2003, (v) shares held by a family
member for which beneficial ownership of such shares is disclaimed, (vi)
shares held in a trust, and (vii) Incentive Appreciation Units under the
Company's 2000 Succession Planning Incentive Program.
(4) Only the shares acquired in connection with the performance incentive
awards described in note (1), the shares acquired in connection with the
Directors' Common Stock Fee Payment Plan described in note (2), and the
shares acquired by David Eansor pursuant to the terms of an agreement
described in note (8) are eligible to be offered under this prospectus.
(5) Executive Vice President and Chief Financial Officer. 1,173 of these shares
will vest in January 2005, 1,173 in January 2006 and 1,175 in January 2007.
(6) Vice President, Corporate Development. 908 of these shares will vest in
January 2005, 455 in January 2006 and 262 in January 2007.
(7) Vice President and Chief Technology Officer, Pharmaceutical Technologies.
830 of these shares will vest in January 2005, 585 in January 2006 and 262
in January 2007.
(8) President, Cambrex Bioproducts Business Unit. 1,303 of these shares will
vest in January 2005, 823 in January 2006 and 406 in January 2007. 7,300 of
these shares were previously issued to David Eansor pursuant to the terms
of an agreement entered into in October 2000 when he became an employee of
the Company.
(9) Vice President & General Manager of North American Operations of former
Rutherford Chemicals business. 286 of these shares will vest in January
2005 and 286 in January 2006.
(10) Former President and Chief Operating Officer.
(11) Executive Vice President, Corporate Strategy and Development. 2,396 of
these shares will vest in January 2005, 1,533 in
January 2006 and 913 in January 2007.
(12) Vice President and General Manager of Cambrex Bio Science Baltimore, Inc.
1,578 of these shares will vest in January 2005, 1,579 in January 2006 and
392 in January 2007.
(13) President of former Rutherford Chemicals business. 1,322 of these shares
will vest in January 2005 and 998 in January 2006.
(14) Executive Vice President, Administration and Chief Operating Officer of
Cambrex Pharma and Biopharmaceutical Business Units. 2,968 of these shares
will vest in January 2005, 2,087 in January 2006 and 1,044 in January 2007.
(15) Vice President and General Manager of Cambrex Therapeutics Business Unit.
903 of these shares will vest in January 2005, 498 in January 2006 and 262
in January 2007.
(16) President, Chairman of the Board and Chief Executive Officer. 7,719 of
these shares will vest in January 2005, 4,963 in January 2006 and 2,609 in
January 2007.
(17) Former Vice President and Chief Financial Officer.
(18) Vice President and Chief Technology Officer, Biotechnology. 1,020 of these
shares will vest in January 2005, 613 in January 2006 and 262 in January
2007.
(19) President of former Specialty Chemicals Group.
(20) President and Chief Executive Officer of Cambrex Pharma and
Biopharmaceutical Business Units. 652 of these shares will vest in January
2005, 652 in January 2006 and 652 in January 2007.
(21) Former Vice President and General Manager, BioResearch.
(22) Vice President and General Manager of Cambrex Bio Science Hopkinton, Inc.
130 of these shares will vest in January 2005, 130 in January 2006 and 131
in January 2007.
(23) President, Cambrex Profarmaco Business Unit. 1,828 of these shares will
vest in January 2005, 1,158 in January 2006 and 783 in January 2007.
(24) Senior Vice President, Law & Environment, General Counsel and Corporate
Secretary. 2,261 of these shares will vest in January 2005, 1,399 in
January 2006 and 783 in January 2007.
(25) President, Cambrex Biopharmaceuticals Business Unit. 130 of these shares
will vest in January 2005, 130 in January 2006 and 131 in January 2007.
(26) Former director.
(27) Current director.
(28) Current director.
(29) Current director.
(30) Current director.
(31) Assumes sale of all of the shares offered; however, the Selling Shareholder
may or may not sell any of the offered shares.
(32) For the purpose of this table, the percent of issued and outstanding shares
of common stock held by each Selling Shareholder has been calculated on the
basis of 28,478,152 shares of common stock issued and outstanding
(excluding treasury shares) on January 26, 2004.
PLAN OF DISTRIBUTION
We are registering the shares of common stock covered by this prospectus
for the Selling Shareholders or their pledgees, donees, transferees or other
successors-in-interest as a gift, partnership distribution or other
non-sale-related-transfer after the date of this prospectus, who may sell the
shares from time to time. The Selling Shareholders will act independently of us
in making decisions with respect to the timing, manner and size of each sale.
The sales may be made on one or more exchanges or otherwise, at prices and at
terms then prevailing or at prices related to the then current market price, or
in negotiated transactions. The Selling Shareholders may effect such
transactions by selling the shares to or through broker-dealers or directly to
purchasers (in the event of a private sale). The shares may be sold by one or
more of, or a combination of, the following:
o a block trade in which the broker-dealer so engaged will attempt to
sell the shares as agent but may position and resell a portion of
the block as principal to facilitate the transaction;
o purchases by a broker-dealer as principal and resale by such
broker-dealer for its account pursuant to this prospectus;
o ordinary brokerage transactions and transactions in which the broker
solicits purchasers; and
o in privately negotiated transactions.
Certain Selling Shareholders may enter into hedging transactions with
broker-dealers in
connection with distributions of the shares or otherwise. In such transactions,
broker-dealers may engage in short sales of the shares in the course of hedging
the positions they assume with certain Selling Shareholders. Certain Selling
Shareholders may also sell the shares short and redeliver the shares to close
out such short positions. Such Selling Shareholders may enter into option or
other transactions with broker-dealers which require the delivery to the
broker-dealer of the shares. The broker-dealer may then resell or otherwise
transfer such shares pursuant to this prospectus.
Certain Selling Shareholders also may loan or pledge the shares to a
broker-dealer. The broker-dealer may sell the shares so loaned, or upon a
default the broker-dealer may sell the pledged shares, pursuant to this
prospectus.
Broker-dealers or agents may receive compensation in the form of
commissions, discounts or concessions from Selling Shareholders. Broker-dealers
or agents may also receive compensation from the purchasers of the shares for
whom they act as agents or to whom they sell as principals, or both. In such
cases, usual and customary brokerage fees will be paid by the Selling
Shareholders. Broker-dealers or agents and any other participating
broker-dealers or the Selling Shareholders may be deemed to be "underwriters"
within the meaning of Section 2(11) of the Securities Act in connection with
sales of the shares. Accordingly, any such commission, discount or concession
received by them and any profit on the resale of the shares purchased by them
may be deemed to be underwriting discounts or commissions under the Securities
Act. Because Selling Shareholders may be deemed to be "underwriters" within the
meaning of Section 2(11) of the Securities Act, the Selling Shareholders will be
subject to the prospectus delivery requirements of the Securities Act. In
addition, any securities covered by this prospectus which qualify for sale
pursuant to Rule 144 promulgated under the Securities Act may be sold under Rule
144 rather than pursuant to this prospectus. There is no underwriter or
coordinating broker acting in connection with the proposed sale of the shares by
the Selling Shareholders.
We will bear all costs, expenses and fees in connection with the
registration of the shares. The Selling Shareholders will bear all commissions
and discounts, if any, attributable to the sales of the shares. The Selling
Shareholders may agree to indemnify any broker-dealer or agent that participates
in transactions involving sales of the shares against certain liabilities,
including liabilities arising under the Securities Act.
EXPERTS
The consolidated financial statements of Cambrex as of December 31, 2003
and for each of the fiscal years in the three year period ended December 31,
2003 are incorporated herein by reference from Cambrex's annual report on Form
10-K for the year ended December 31, 2003, in reliance upon the report of
PricewaterhouseCoopers LLP, independent auditors, also incorporated by reference
herein, and upon the authority of said firm as experts in accounting and
auditing.
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports, proxy statements and other
information with the Securities and Exchange Commission. You may read and copy
any of the information on file with the Commission at the Commission's Public
Reference Room at 450 Fifth Street, N.W., Room 1024, Washington, D.C. 20549.
Please call the Commission at 1-800-SEC-0330 for further information on the
Public Reference Room. In addition, the Commission maintains an Internet site at
http://www.sec.gov that contains reports, proxy and information statements, and
other information regarding issuers that file electronically with the
Commission. We began filing documents with the Commission electronically on
March 22, 1994. Our filings with the Commission are also available to the public
from commercial document retrieval services. Some of our filings are available
at http://www.cambrex.com.
Our common stock is listed on the New York Stock Exchange. Reports and
other information concerning Cambrex may be inspected at the offices of the New
York Stock Exchange, 20 Broad Street, New York, New York 10005.
We filed a registration statement on Form S-8 to register with the
Commission the shares of common stock offered by this prospectus. This document
is part of that registration statement and constitutes a prospectus of Cambrex.
As permitted by Commission rules, this document does not contain all the
information you can find in the registration statement or exhibits to the
registration statement.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The Commission allows us to incorporate by reference information into this
document, which means that we can disclose important information to you by
referring you to another document filed separately with the Commission. The
information incorporated by reference is deemed to be part of this document,
except for any information superseded by information in this document or a
document subsequently filed by us. This document incorporates by reference the
documents set forth below that we have previously filed with the Commission.
These documents contain important information about us and our financial
performance.
(a) Annual Report on Form 10-K Year ended December 31, 2003
(b) Current Reports on Form 8-K Dated January 22, 2004, November 10, 2003;
October 23, 2003;
October 17, 2003; August 7, 2003;
July 24, 2003; April 24, 2003; April 3, 2003
(c) The description of the shares of common stock of Cambrex contained in the
registration statement filed pursuant to Section 12 of the Securities Exchange
Act of 1934, as amended ("Exchange Act"), including any amendment or report
filed for the purpose of updating such description.
(d) All documents subsequently filed by us pursuant to Section 13(a), 13(c), 14
or 15(d) of the Exchange Act, prior to the termination of the offering, shall be
deemed to be incorporated by reference into this prospectus.
Copies of these filings, excluding all exhibits unless an exhibit has been
specifically incorporated by reference in this document, are available from us,
at no cost, by writing or telephoning us at:
Cambrex Corporation
One Meadowlands Plaza
East Rutherford, New Jersey 07073
Tel: (201) 804-3000
Attn: Secretary
You should rely only on the information incorporated by reference or
provided in this prospectus or any prospectus supplement. We have authorized no
one to provide you with different information. You should not assume that the
information in this prospectus or any prospectus supplement is accurate as of
any date other than the date on the front of that document, regardless of the
time of delivery of this prospectus or of any sale of shares of common stock.
PART II
INFORMATION REQUIRED IN THE
REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents or extracts of documents, which previously have
been filed by Cambrex with the Commission, are incorporated herein by reference
and made a part hereof:
(a) Annual Report on Form 10-K Year ended December 31, 2003
(b) Current Reports on Form 8-K Dated January 22, 2004, November 10, 2003;
October 23, 2003;
October 17, 2003; August 7, 2003;
July 24, 2003; April 24, 2003; April 3, 2003
(c) The description of the shares of common stock of Cambrex contained in the
registration statement filed pursuant to Section 12 of the Exchange Act,
including any amendment or report filed for the purpose of updating such
description.
(d) All other reports filed by us pursuant to Section 13(a) or 15(d) of the
Exchange Act since the end of the fiscal year covered by the Annual Report
referred to in (a) above.
(e) All documents filed by us pursuant to Sections 13(a), 13(c), 14 or 15(d) of
the Exchange Act, after the date hereof and prior to the filing of a
post-effective amendment which indicates that all securities covered hereby have
been sold or which deregisters all securities covered hereby then remaining
unsold, such documents to form a part hereof, commencing on the respective dates
on which the documents are filed.
For purposes of this registration statement, any document or any statement
deemed to be incorporated by reference herein or contained in an incorporated
document shall be deemed to be modified or superseded for purposes hereof to the
extent that a statement contained herein or in any other subsequently filed
incorporated document 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.
ITEM 4. DESCRIPTION OF SECURITIES.
Not Applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not Applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the Delaware General Corporation Law ("DGCL") makes
provision for the indemnification of officers and directors in terms
sufficiently broad to indemnify officers and directors under certain
circumstances from liabilities (including reimbursement for expenses incurred)
arising under the Securities Act. Section 145 of the DGCL empowers a corporation
to indemnify its directors
and officers and to purchase insurance with respect to liability arising out of
their capacity or status as directors and officers, provided that this provision
shall not eliminate or limit the liability of a director: (1) for any breach of
the director's duty of loyalty to the corporation or its stockholders, (2) for
acts or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (3) arising under Section 174 of the DGCL or (4) for
any transaction from which the director derived an improper personal benefit.
The DGCL provides further that the indemnification permitted thereunder shall
not be deemed exclusive of any other rights to which the directors and officers
may be entitled under the corporation's bylaws, any agreement, a vote of
stockholders or otherwise.
Cambrex's Restated Certificate of Incorporation provides for
indemnification of Cambrex's officers and directors to the fullest extent
permitted by the DGCL. Cambrex has purchased directors' and officers' liability
insurance covering liabilities that may be incurred by its directors and
officers in connection with the performance of their duties.
Cambrex's Bylaws provide a right to indemnification for expenses,
attorney's fees, judgments, fines and amounts paid in settlement actually and
reasonably incurred by any director or officer by reason of the fact that the
director or officer is or was serving or has agreed to serve at the request of
Cambrex as a director or officer of Cambrex or as a director, officer, partner,
fiduciary or trustee of another corporation, partnership, joint venture, trust
or other enterprise, if such officer or director acted in good faith and in a
manner reasonably believed to be in or not opposed to the best interests of the
corporation and, with respect to any criminal action, that the director or
officer had no reasonable cause to believe that his conduct was unlawful. In an
action by or in the right of the corporation, such indemnification shall be
limited to expenses actually and reasonably incurred by such indemnified party
in defense or settlement of such action and no indemnification shall be made in
respect of any matter as to which such indemnified party shall have been
adjudged to be liable to the corporation, unless the Delaware Chancery Court
determines otherwise. Cambrex's Bylaws provide for the advancement of expenses
to an indemnified party upon receipt of an undertaking by the party to repay
those amounts if it is finally determined that the indemnified party is not
entitled to indemnification.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Exemption for the original issuance of the shares of common stock which
may be offered or sold from time to time by the Selling Shareholders pursuant to
the reoffer prospectus contained in this registration statement is claimed under
Section 4(2) of the Securities Act.
ITEM 8. EXHIBITS.
The following exhibits are filed with or incorporated by reference into
this registration statement (numbering corresponds to exhibit table in Item 601
of Regulation S-K):
10 Agreement, dated October 2, 2000, between N. David Eansor and Cambrex
Corporation
23.1 Consent of PricewaterhouseCoopers LLP
ITEM 9. UNDERTAKINGS.
(1) The undersigned registrant hereby undertakes:
(a) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement.
(i) To include any prospectus required by Section 10(a)(3)
of the Securities Act;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of 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 this
registration statement.
(iii) 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 (1)(a)(i) and (1)(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 Cambrex pursuant to Section 13 or
Section 15(d) of the Exchange Act that are incorporated
by reference in this registration statement.
(b) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
(c) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
(2) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of
Cambrex's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Exchange Act) that
is incorporated by reference in 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.
(3) Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of
Cambrex pursuant to the foregoing provisions, or otherwise, Cambrex 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 Cambrex of expenses
incurred or paid by a director, officer or controlling person of Cambrex
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, Cambrex 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, Cambrex 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 New
York, on this 15th day of March, 2004.
CAMBREX CORPORATION
By: /s/ Peter E. Thauer
---------------------------------
Peter E. Thauer
Senior Vice President - Law and Environment,
General Counsel and Secretary
POWER OF ATTORNEY
Each person whose signature appears below hereby severally constitutes and
appoints James A. Mack, Luke M. Beshar and Peter E. Thauer, and each of them
acting singly, as his or her true and lawful attorney-in-fact and agent, with
full and several power of substitution and resubstitution, to sign for him or
her and in his or her name, place and stead in any and all capacities indicated
below, the Registration Statement on Form S-8 filed herewith and any and all
pre-effective and post-effective amendments and supplements to the said
Registration Statement, and to file the same, with exhibits thereto and other
documents in connection therewith, with the Securities and Exchange Commission,
granting unto said attorney-in-fact and agent, full power and authority to do
and perform each and every act and thing requisite and necessary fully to all
intents and purposes as he or she might or could do in person hereby ratifying
and confirming all that said attorney-in-fact and agent, or his or her
substitute, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this registration
statement has been signed below by the following persons in the capacities and
on the dates indicated:
Signature and Title Date
/s/ James A. Mack March 15, 2004
--------------------------------------
James A. Mack
President, Chief Executive Officer
and Chairman of the Board
/s/ Luke M. Beshar March 15, 2004
--------------------------------------
Luke M. Beshar
Executive Vice President and
Chief Financial Officer
/s/ Rosina B. Dixon March 15, 2004
--------------------------------------
Rosina B. Dixon
Director
/s/ Roy W. Haley March 15, 2004
--------------------------------------
Roy W. Haley
Director
/s/ Kathryn R. Harrigan March 15, 2004
--------------------------------------
Kathryn R. Harrigan
Director
/s/ Leon J. Hendrix, Jr. March 15, 2004
--------------------------------------
Leon J. Hendrix, Jr.
Director
/s/ Ilan Kaufthal March 15, 2004
--------------------------------------
Ilan Kaufthal
Director
/s/ William B. Korb March 15, 2004
--------------------------------------
William B. Korb
Director
/s/ Robert LeBuhn March 15, 2004
--------------------------------------
Robert LeBuhn
Director
/s/ John R. Miller March 15, 2004
--------------------------------------
John R. Miller
Director
/s/ Peter G. Tombros March 15, 2004
--------------------------------------
Peter G. Tombros
Director