CONFORMED COPY
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) January 27, 2005
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CAMBREX CORPORATION
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(Exact name of Registrant as specified in its charter)
DELAWARE 1-10638 22-2476135
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) 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
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Check the appropriate box if the Form 8K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (See General Instruction A.2 below):
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(d) under the Exchange
Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
CAMBREX CORPORATION
FORM 8-K
CURRENT REPORT
JANUARY 27, 2005
SECTION 2 - FINANCIAL INFORMATION
ITEM 2.02. RESULTS OF OPERATIONS AND FINANCIAL CONDITION
On January 27, 2005, Cambrex Corporation issued a press release announcing
its financial results for the fourth quarter and full-year 2004. The Press
Release is attached to this Form 8-K as Exhibit 99.1. This Press Release and
accompanying financial tables include non-GAAP financial information with
reconciliation to GAAP measures. Cambrex management believes that the non-GAAP
information is an additional meaningful measure of current operating performance
and more comparable to historical financial results. Pro forma results are
presented to reflect the results of operations before the previously announced
Biopharma goodwill impairment.
Such information shall not be deemed "filed" for purposes of Section 18 of
the Securities Exchange Act of 1934 or otherwise subject to the liabilities of
that Section, nor shall it be deemed incorporated by reference in any
registration statement or other document under the Securities Act of 1933.
ITEM 9.01 - FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
(99.1) Press release issued by Cambrex Corporation dated January 27,
2005.
Such information shall not be deemed "filed" for purposes of Section 18 of
the Securities Exchange Act of 1934 or otherwise subject to the liabilities of
that Section, nor shall it be deemed incorporated by reference in any
registration statement or other document under the Securities Act of 1933.
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
Date: January 27, 2005 By: /s/Luke M. Beshar
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Name: Luke M. Beshar
Title: Executive Vice President
Chief Financial Officer
EXHIBIT 99.1 - Cambrex Corporation Press Release dated January 27, 2005