-----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, IbpWEGNKVAv4IV2Vs/HEgPuiIgX99GgOLXOhC/TsplE3csq2t30Nh0avLWIErjpH e0EUjQFbBd/tqrQPTJlkiA== 0001104659-03-002373.txt : 20030214 0001104659-03-002373.hdr.sgml : 20030214 20030214110036 ACCESSION NUMBER: 0001104659-03-002373 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20030214 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: D AMBRA CONSTANCE M CENTRAL INDEX KEY: 0001106072 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 370 RIVERVIEW ROAD CITY: REXFORD STATE: NY ZIP: 12148 BUSINESS PHONE: 5183730301 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ALBANY MOLECULAR RESEARCH INC CENTRAL INDEX KEY: 0001065087 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMMERCIAL PHYSICAL & BIOLOGICAL RESEARCH [8731] IRS NUMBER: 141742717 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-57327 FILM NUMBER: 03563660 BUSINESS ADDRESS: STREET 1: 21 CORPORATE CIRCLE STREET 2: P O BOX 15098 CITY: ALBANY STATE: NY ZIP: 12203-5154 BUSINESS PHONE: 5184640279 MAIL ADDRESS: STREET 1: 21 CORPORATE CIRCLE STREET 2: P O BOX 15098 CITY: ALBANY STATE: NY ZIP: 12203-5154 SC 13G 1 j7489_sc13g.htm SC 13G

SEC 1745
(02-02)


Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

 

 

UNITED STATES

OMB APPROVAL

 

SECURITIES AND EXCHANGE COMMISSION

OMB Number:
3235-0145

 

Washington, D.C. 20549

Expires: December 31, 2005

 

SCHEDULE 13G

Estimated average burden hours per response. . 11

 

Under the Securities Exchange Act of 1934
(Amendment No.    )*

 

ALBANY MOLECULAR RESEARCH, INC.

(Name of Issuer)

 

COMMON STOCK, $.01 PAR VALUE

(Title of Class of Securities)

 

012423 10 9

(CUSIP Number)

 

DECEMBER 31, 2002

(Date of Event Which Requires Filing of this Statement)

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

[     ]

Rule 13d-1(b)

[     ]

Rule 13d-1(c)

[ X ]

Rule 13d-1(d)

 

*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

 

The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 



 

 

CUSIP No.  012423 10 9

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
CONSTANCE  M.  D’AMBRA

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

[     ]

 

 

(b)

[     ]

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
UNITED STATES

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
- 0 -

 

6.

Shared Voting Power
4,772,767

 

7.

Sole Dispositive Power
- 0 -

 

8.

Shared Dispositive Power
4,772,767

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
4,772,767

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  [     ]

 

 

11.

Percent of Class Represented by Amount in Row (9)
14.8%

 

 

12.

Type of Reporting Person (See Instructions)
IN

 

 

2



 

Item 1.

 

(a)

Name of Issuer
ALBANY MOLECULAR RESEARCH, INC.

 

(b)

Address of Issuer's Principal Executive Offices
21 CORPORATE CIRCLE, P.O. BOX 15098, ALBANY, NEW YORK  12212-5098

 

Item 2.

 

(a)

Name of Person Filing
CONSTANCE M. D’AMBRA

 

(b)

Address of Principal Business Office or, if none, Residence
21 CORPORATE CIRCLE, P.O. BOX 15098, ALBANY, NEW YORK  12212-5098

 

(c)

Citizenship
UNITED STATES

 

(d)

Title of Class of Securities
COMMON STOCK,  $.01 PAR VALUE

 

(e)

CUSIP Number
012423 10 9

 

Item 3.

If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

 

(a)

[  ]

Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).

 

(b)

[  ]

Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

 

(c)

[  ]

Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).

 

(d)

[  ]

Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).

 

(e)

[  ]

An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

 

(f)

[  ]

An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

 

(g)

[  ]

A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);

 

(h)

[  ]

A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

 

(i)

[  ]

A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

 

(j)

[  ]

Group, in accordance with §240.13d-1(b)(1)(ii)(J).

 

 

3



 

Item 4.

Ownership

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

 

(a)

Amount beneficially owned:    4,772,767

 

(b)

Percent of class:    14.8%(1)

 

(c)

Number of shares as to which the person has:

 

 

(i)

Sole power to vote or to direct the vote    - 0 -

 

 

(ii)

Shared power to vote or to direct the vote    4,772,767(2,3)

 

 

(iii)

Sole power to dispose or to direct the disposition of    - 0 -

 

 

(iv)

Shared power to dispose or to direct the disposition of    4,772,767(2,3)

 

Item 5.

Ownership of Five Percent or Less of a Class

N/A

 

Item 6.

Ownership of More than Five Percent on Behalf of Another Person

N/A

 

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person

N/A

 

Item 8.

Identification and Classification of Members of the Group

N/A

 

Item 9.

Notice of Dissolution of Group

N/A

 

Item 10.

Certification

N/A

 

(1)   Based on 32,327,274 shares of Common Stock outstanding as of December 31, 2002.

(2)   Excludes 3,065,189 shares held by the Thomas E. D’Ambra Family Trust I, as to which shares Mrs. D’Ambra does not have or share the power to dispose.

(3)   Constitutes shares owned jointly with Mrs. D’Ambra’s spouse.

 

4



 

Signature

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

 

February 12, 2003

 

Date

 


/s/ Constance M. D’Ambra

 

Signature

 


Constance M. D’Ambra

 

Name/Title

 

The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative other than an executive officer or general partner of the filing person, evidence of the representative's authority to sign on behalf of such person shall be filed with the statement, provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature.

 

NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties for whom copies are to be sent.

 

Attention:

Intentional misstatements or omissions of fact constitute Federal criminal violations
(See 18 U.S.C. 1001)

 

5


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