-----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, Uk1xlKr72kXlmQtLe9dEMbdE0dyS/AncKPVoJb1N4dfhaLuwUXvj7ZkkkSQNPDHc xW2FgosbcSmkY0sYmM6bkg== 0000950123-96-004596.txt : 19960928 0000950123-96-004596.hdr.sgml : 19960928 ACCESSION NUMBER: 0000950123-96-004596 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19960815 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19960820 SROS: AMEX FILER: COMPANY DATA: COMPANY CONFORMED NAME: CAMBREX CORP CENTRAL INDEX KEY: 0000820081 STANDARD INDUSTRIAL CLASSIFICATION: INDUSTRIAL ORGANIC CHEMICALS [2860] IRS NUMBER: 222476135 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-10638 FILM NUMBER: 96617963 BUSINESS ADDRESS: STREET 1: ONE MEADOWLANDS PLZ CITY: E RUTHERFORD STATE: NJ ZIP: 07073 BUSINESS PHONE: 2018043000 MAIL ADDRESS: STREET 1: ONE MEADOWLANDS PLAZA CITY: E. RUTHERFORD STATE: NJ ZIP: 07073 8-K 1 8-K 1 CONFORMED 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: August 15, 1996 Date of earliest event reported: June 20, 1996 Cambrex Corporation ------------------------------------------------------ (Exact name of registrant as specified in its charter)
Delaware 1-10638 22-2476135 ---------------- ----------------- ------------------ (State or other jurisdiction of (Commission File Number) (IRS Employer incorporation) Identification No.)
One Meadowlands Plaza East Rutherford, New Jersey 07073 - --------------------------- ----- (Address of principal executive offices) (Zip Code) (201) 804-3000 --------------------------------------------------- (Registrant's telephone number, including area code) None ---------------------------------------------------- (Former name or address, if changed since last report) 2 ITEM 5. OTHER EVENTS On June 20, 1996, the Board of Directors of Cambrex Corporation. (the "Company") approved a three-for-two split of the Company's Common Stock, $.10 par value (the "Common Stock"), in the form of a 50% stock dividend. On July 24, 1996, the stock split was effected by the distribution to stockholders of record as of the close of business on July 8, 1996 (the "record date") of one additional share of Common Stock for each two shares issued and outstanding as of the close of business on the record date. In connection with the stock slit and pursuant to the anti-dilution provisions of the Rights Agreement, dated as of June 5, 1996 between the Company and American Stock Transfer & Trust Company, as Rights Agent (the "Rights Agreement"), on June 20, 1996 the Board of Directors approved a 50% increase in the number of Rights to Purchase Series E Junior Participating Cumulative Preferred Stock (the "Rights") outstanding under the Rights Agreement and a one-third decrease in the Purchase Price (as defined in the Rights Agreement) from $174 to $116 for each one one-hundredth of a share of Series E Junior Participating Cumulative Preferred Stock purchasable upon exercise of each Right outstanding. In addition, in connection with the stock split, pursuant to the anti-dilution provisions of the Company's option plans, the Board of Directors increased the number of shares reserved for issuance upon exercise of options granted under such plans by 50% and increased the number of shares each outstanding option granted pursuant to such plans may be exercised for by 50%. The Board of Directors also reduced the exercise price per share with respect to each such option outstanding as of the close of business on July 24, 1996 under each such plan by one-third. ITEM 7. EXHIBITS 1. Rights Agreement between the Company and American Stock Transfer & Trust Company, Rights Agent, dated as of June 5, 1996 (incorporated herein by reference to Exhibit 1 to the Company's Form 8-A, filed with the Commission on June 12, 1996). 2. Press Release issued by the Company on June 20, 1996. 3 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. CAMBREX CORPORATION (Registrant) By /s/ Peter Tracey ----------------------------- Peter Tracey Vice President (On behalf of the Registrant and as the Registrant's Principal Financial Officer DATE: August 15, 1996 2 4 EXHIBIT INDEX Exhibit No. Description 1. Rights Agreement between the Registrant and American Stock Transfer & Trust Company, Rights Agent, dated as of June 5, 1996 (incorporated herein by reference to Exhibit 1 to the Company's Form 8-A filed with the Commission on June 12, 1996). 2. Press Release issued by the Company on June 20, 1996. 3 EX-99.2 2 CAMBREX CORP. ANNOUNCES STOCK SPLIT 1 EXHIBIT 2 CAMBREX CORPORATION ANNOUNCES STOCK SPLIT East Rutherford, NJ -- June 21, 1996 - Cambrex Corporation (AMEX:CBM), announced that its Board of Directors have authorized a 3 for 2 stock split for holders as of July 8, 1996. Shareholders of record as of that day will receive a dividend of one new share for each two shares held, payable on July 24, 1996. They further indicated their intent to maintain the annual dividend at 20 cents per share after the split. Jim Mack, Cambrex CEO commented, "These actions reflect our continued confidence in the company's future and our commitment to maximizing stockholder value." Cambrex Corporation manufactures specialty and fine chemicals. The Company's five major product categories are: Pharmaceutical Bulk Actives, Pharmaceutical Intermediates, Organic Intermediates, Performance Enhancers, and Polymer Systems. ### -----END PRIVACY-ENHANCED MESSAGE-----