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) June 7, 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 of incorporation) (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
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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
JUNE 7, 2005
SECTION 1 - REGISTRANT'S BUSINESS AND OPERATIONS
SECTION 1.01 ENTRY INTO MATERIAL DEFINITIVE AGREEMENT
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
1. Acceleration of Vesting of Stock Option Awards
Cambrex Corporation is reporting under Item 1.01 that on June 1, 2005, the
Compensation Committee of the Board of Directors of Cambrex Corporation (the
"Company") approved the acceleration of the vesting of unvested stock options
that are held by current employees and all executive officers having an exercise
price of $18.675 or greater granted under The 1996 Performance Stock Option
Plan, The 1998 Stock Option Plan, The 2000 Non-Executive Stock Option Plan, The
2001 Performance Stock Option Plan, The 2003 Performance Stock Option Plan and
The 2004 Omnibus Incentive Plan. Except for the 2000 Non-Executive Stock Option
Plan (for which shareholder approval was not required), the Plans identified
above were approved by the Company's shareholders.
Options to purchase approximately 2 million shares of the Company's common
stock (of which approximately 1.3 million are subject to options held by
executive officers) are subject to this acceleration, which is effective June 1,
2005. The Committee also imposed a holding period that will require all
employees and executive officers to refrain from selling shares acquired upon
the exercise of these options until the date on which the exercise would have
been permitted under the option's original vesting terms or, if earlier, the
expiration date due to retirement.
The acceleration eliminates future compensation expense the Company
would otherwise recognize in its consolidated statement of operations with
respect to these options once the Statement of Financial Accounting Standards
No. 123(R) "Share-Based Payment", issued by the Financial Accounting Standards
Board, is implemented for reporting periods beginning January 1, 2006. The
future expense that is eliminated as a result of the acceleration of the vesting
of these options is approximately $9.6 million; of which approximately $5.9
million is attributable to options granted to executive officers.
The form of notice to executive officers regarding the acceleration of
vesting is attached hereto as Exhibit 99.1.
Exhibit 99.1 Letter to Executive Officers from CEO
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
(99.1) Letter to Executive Officers from CEO
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: June 7, 2005 By: /s/ Peter E. Thauer
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Name: Peter E. Thauer
Title: Senior Vice President, General Counsel
and Corporate Secretary