0001209191-19-059247.txt : 20191205
0001209191-19-059247.hdr.sgml : 20191205
20191205134052
ACCESSION NUMBER: 0001209191-19-059247
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20191204
FILED AS OF DATE: 20191205
DATE AS OF CHANGE: 20191205
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: KLOSK STEVEN M
CENTRAL INDEX KEY: 0001192621
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-10638
FILM NUMBER: 191270006
MAIL ADDRESS:
STREET 1: C/O CAMBREX CORP
STREET 2: ONE MEADOWLANDS PLZ
CITY: EAST RUTHERFORD
STATE: NJ
ZIP: 07073
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: CAMBREX CORP
CENTRAL INDEX KEY: 0000820081
STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834]
IRS NUMBER: 222476135
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
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
4
1
doc4.xml
FORM 4 SUBMISSION
X0306
4
2019-12-04
1
0000820081
CAMBREX CORP
CBM
0001192621
KLOSK STEVEN M
ONE MEADOWLANDS PLAZA
EAST RUTHERFORD
NJ
07073
1
1
0
0
President & CEO
Common Stock
2019-12-04
4
M
0
50000
41.36
A
163706
D
Common Stock
2019-12-04
4
M
0
50000
40.65
A
213706
D
Common Stock
2019-12-04
4
M
0
38000
45.64
A
251706
D
Common Stock
2019-12-04
4
M
0
30000
53.605
A
281706
D
Common Stock
2019-12-04
4
A
0
65500
0.00
A
347206
D
Common Stock
2019-12-04
4
S
0
347206
60.00
D
0
D
Stock Option (right to buy)
41.36
2019-12-04
4
M
0
50000
0.00
A
Common Stock
50000
0
D
Stock Option (right to buy)
40.65
2019-12-04
4
M
0
50000
0.00
A
Common Stock
50000
0
D
Stock Option (right to buy)
45.64
2019-12-04
4
M
0
38000
0.00
A
Common Stock
38000
0
D
Stock Option (right to buy)
53.605
2019-12-04
4
M
0
30000
0.00
A
Common Stock
30000
0
D
Each Company restricted stock unit subject to performance-vesting conditions (each, a "Company PSU") that was outstanding immediately prior to the Effective Time was cancelled and automatically converted into the right to receive an amount in cash, without interest thereon, equal to the product of $60.00, multiplied by the total number of shares of Company Common Stock subject to such Company PSU, with any performance-based vesting conditions deemed achieved at the greater of (x) target levels of performance and (y) actual levels of performance, without pro-ration.
Disposed of for $60.00 per share pursuant to the terms of that certain Agreement and Plan of Merger dated as of August 7, 2019, by and among Catalog Intermediate Inc. ("Parent"), Catalog Merger Sub ("Merger Sub"), each entities controlled by investment funds advised by Permira Advisors LLC, and the Company (the "Merger Agreement"). All terms capitalized but not defined shall have the respective meanings given to them in the Merger Agreement.
Each option to purchase shares of Company Common Stock (each, a "Company Option") that was outstanding and unexercised immediately prior to the Effective Time, whether vested or unvested, was cancelled and automatically converted into the right to receive an amount in cash, without interest thereon, equal to the product of $60.00 (less the exercise price per share attributable to such Company Option), multiplied by the total number of shares of Company Common Stock issuable upon exercise in full of such Company Option, provided that if the exercise price per share of any such Company Option was equal to or greater than $60.00, such Company Option was cancelled for no consideration. The Company Options reported herein were canceled in the merger in exchange for a cash payment of $60.00 per share subject to such Company Option.
/s/ ALisa A. Wisse for Steven M. Klosk by POA
2019-12-05