As filed with the Securities and Exchange Commission on March 15, 2004.
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
CAMBREX CORPORATION
(Exact name of issuer as specified in its charter)
Delaware 22-2476135
(State of Incorporation) (I.R.S. Employer
Identification No.)
One Meadowlands Plaza
East Rutherford, New Jersey 07073
(201) 804-3000
(Address and telephone number of principal executive offices)
CAMBREX CORPORATION 2001 PERFORMANCE STOCK OPTION PLAN
CAMBREX CORPORATION 2003 PERFORMANCE STOCK OPTION PLAN
(Full Title of the Plans)
Peter E. Thauer
Senior Vice President - Law and Environment,
General Counsel and Secretary
One Meadowlands Plaza
East Rutherford, New Jersey 07073
(201) 804-3000
(Name, address and telephone number of agent for service)
CALCULATION OF REGISTRATION FEE
----------------------------------------------------------------------------------------------------------------------
Title of Securities to Amount to be Proposed Maximum Offering Proposed Maximum Amount of
be Registered Registered Price Per Share (1) Aggregate Offering Price Registration Fee
(2)
----------------------------------------------------------------------------------------------------------------------
Cambrex Corporation 750,000 $27.28 $20,460,000 $2,592.28
2001 Performance Stock
Option Plan
Class A Common Stock,
par value $.10 per share
----------------------------------------------------------------------------------------------------------------------
Cambrex Corporation 500,000 $27.28 $13,640,000 $1,728.19
2003 Performance Stock
Option Plan
Class A Common Stock,
par value $.10 per share
----------------------------------------------------------------------------------------------------------------------
Total Registration Fee: $4,320.47
(1) Estimated solely for the purposes of calculating the amount of the
registration fee, based on the average high and low prices for Cambrex
Corporation's Class A Common Stock as reported on the New York Stock
Exchange on March 9, 2004.
(2) The proposed maximum aggregate offering price listed above has been
determined pursuant to Rule 457(h) under the Securities Act of 1933, as
amended, and represents the sum of the aggregate exercise price of all
options registered hereunder available for future grant under the
Plans.
PART I
ITEM 1. PLAN INFORMATION
This Registration Statement relates to the registration of 750,000 shares of
Class A Common Stock, $.10 par value per share (the "Common Stock"), of CAMBREX
CORPORATION (the "Registrant") that were awarded and that may be awarded under
the Cambrex Corporation 2001 Performance Stock Option Plan and 500,000 shares of
Common Stock that were awarded and that may be awarded under the Cambrex
Corporation 2003 Performance Stock Option Plan (together, the "Plans").
Documents containing the information required by Part I of the Registration
Statement will be sent or given to participants in the Plans as specified by
Rule 428(b). Such documents are not filed with the Securities and Exchange
Commission (the "Commission" or the "SEC") either as part of this Registration
Statement or as prospectuses or prospectus supplements pursuant to Rule 424 in
reliance on Rule 428.
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION
The Registrant will, upon written or oral request, provide without charge to any
person to whom the Prospectus relating to this Registration Statement is
delivered, a copy of any and all of the information which has been incorporated
by reference in such Prospectus and this Registration Statement (pursuant to
Item 3 of Part II below). Such requests should be directed to the Secretary,
Cambrex Corporation, One Meadowlands Plaza, East Rutherford, New Jersey 07073
(telephone: 201-804-3000).
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents which have been filed by the Registrant with the
Commission pursuant to the Securities Act of 1933, as amended (the "Securities
Act") and the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
as applicable, are incorporated by reference herein and shall be deemed to be a
part hereof:
1. The Registrant's Annual Report on Form 10-K for the fiscal year ended
December 31, 2003.
2. All other reports filed by the Registrant pursuant to
Section 13(a) or 15(d) of the Exchange Act.
3. The description of the Registrant's Capital Stock contained in the
registration statement filed pursuant to Section 12 of the Exchange Act,
including any amendment or report filed for the purpose of updating such
description.
All documents, filed by the Registrant with the Commission pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a
post-effective amendment to this registration statement which indicates that all
securities offered have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference in this
registration statement and made a part hereof from their respective dates of
filing (such documents, and the documents enumerated above, being hereinafter
referred to as "Incorporated Documents"); provided, however, that the documents
enumerated above or subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act in each year during which the
offering made by this registration statement is in effect prior to the filing
with the Commission of the Registrant's Annual Report on Form 10-K covering such
year shall not be Incorporated Documents or be incorporated by reference in this
registration statement or be a part hereof from and after the filing of such
Annual Report on Form 10-K.
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Any statement contained in an Incorporated Document shall be deemed to be
modified or superseded for purposes of this registration statement to the extent
that a statement contained herein or in any other subsequently filed
Incorporated Document modifies or supersedes such statement. Any such statement
so modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this registration statement.
ITEM 4. DESCRIPTION OF SECURITIES
The Common Stock being registered hereunder has been registered pursuant to
Section 12 of the Exchange Act and a description of the Common Stock is
contained in the Exchange Act registration statement which has been filed with
the Commission.
ITEM 5. INTEREST OF NAMED EXPERTS AND COUNSEL
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 145 of the Delaware General Corporation Law ("DGCL") makes provision for
the indemnification of officers and directors in terms sufficiently broad to
indemnify officers and directors under certain circumstances from liabilities
(including reimbursement for expenses incurred) arising under the Securities
Act. Section 145 of the DGCL empowers a corporation to indemnify its directors
and officers and to purchase insurance with respect to liability arising out of
their capacity or status as directors and officers, provided that this provision
shall not eliminate or limit the liability of a director: (1) for any breach of
the director's duty of loyalty to the corporation or its stockholders, (2) for
acts or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (3) arising under Section 174 of the DGCL or (4) for
any transaction from which the director derived an improper personal benefit.
The DGCL provides further that the indemnification permitted thereunder shall
not be deemed exclusive of any other rights to which the directors and officers
may be entitled under the corporation's bylaws, any agreement, a vote of
stockholders or otherwise.
The Registrant's Restated Certificate of Incorporation provides for
indemnification of the Registrant's officers and directors to the fullest extent
permitted by the DGCL. The Registrant has purchased directors' and officers'
liability insurance covering liabilities that may be incurred by its directors
and officers in connection with the performance of their duties.
The Registrant's Bylaws provide a right to indemnification for expenses,
attorney's fees, judgments, fines and amounts paid in settlement actually and
reasonably incurred by any director or officer by reason of the fact that the
director or officer is or was serving or has agreed to serve at the request of
the Registrant as a director or officer of the Registrant or as a director,
officer, partner, fiduciary or trustee of another corporation, partnership,
joint venture, trust or other enterprise, if such officer or director acted in
good faith and in a manner reasonably believed to be in or not opposed to the
best interests of the corporation and, with respect to any criminal action, that
the director or officer had no reasonable cause to believe that his conduct was
unlawful. In an action by or in the right of the corporation, such
indemnification shall be limited to expenses actually and reasonably incurred by
such indemnified party in defense or settlement of such action and no
indemnification shall be made in respect of any matter as to which such
indemnified party shall have been adjudged to be liable to the corporation,
unless the Delaware Chancery Court determines otherwise. The Registrant's Bylaws
provide for the advancement of expenses to an indemnified party upon receipt of
an undertaking by the party to repay those amounts if it is finally determined
that the indemnified party is not entitled to indemnification.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
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ITEM 8. EXHIBITS.
See Exhibit Index on page 8.
ITEM 9. UNDERTAKINGS.
(1) The Registrant hereby undertakes:
(a) to file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the Securities
Act;
(ii) To reflect in the prospectus any facts or events arising after the
effective date of the registration statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in the registration statement;
and
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement.
Provided, however, that paragraphs (1)(a)(i) and (1)(a)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Registrant pursuant to
Section 13(a) or Section 15(d) of the Exchange Act that are incorporated by
reference in the registration statement.
(b) That, for the purpose of determining any liability under the Securities Act,
each such post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
(c) To remove from registration by means of a post-effective amendment any of
the securities being registered which remain unsold at the termination of the
offering.
(2) The Registrant hereby undertakes that, for the purpose of determining any
liability under the Securities Act, each filing of the issuer's annual report
pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where applicable,
each filing of an employee benefit plan's annual report pursuant to Section
15(d) of the Exchange Act) that is incorporated by reference in the registration
statement shall be deemed to be a new registration statement relating to the
securities offered therein and the offering of such securities at the time shall
be deemed to be the initial bona fide offering hereof.
(3) Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the above-mentioned provisions, or otherwise, the
Registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended, the Registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of New York and the State of New York, on March 15,
2004.
CAMBREX CORPORATION
By: /s/ Peter E. Thauer
--------------------------------------------
Peter E. Thauer
Senior Vice President - Law and Environment,
General Counsel and Secretary
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POWER OF ATTORNEY
Each person whose signature appears below hereby severally
constitutes and appoints James A. Mack, Luke M. Beshar and Peter E. Thauer, and
each of them acting singly, as his or her true and lawful attorney-in-fact and
agent, with full and several power of substitution and resubstitution, to sign
for him or her and in his or her name, place and stead in any and all capacities
indicated below, the Registration Statement on Form S-8 filed herewith and any
and all pre-effective and post-effective amendments and supplements to the said
Registration Statement, and to file the same, with exhibits thereto and other
documents in connection therewith, with the Securities and Exchange Commission,
granting unto said attorney-in-fact and agent, full power and authority to do
and perform each and every act and thing requisite and necessary fully to all
intents and purposes as he or she might or could do in person hereby ratifying
and confirming all that said attorney-in-fact and agent, or his or her
substitute, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this
registration statement has been signed below by the following persons in the
capacities and on the dates indicated:
Signature and Title Date
/s/ James A. Mack March 15, 2004
--------------------------------------
James A. Mack
President, Chief Executive Officer
and Chairman of the Board
/s/ Luke M. Beshar March 15, 2004
--------------------------------------
Luke M. Beshar
Executive Vice President and
Chief Financial Officer
/s/ Rosina B. Dixon March 15, 2004
--------------------------------------
Rosina B. Dixon
Director
/s/ Roy W. Haley March 15, 2004
--------------------------------------
Roy W. Haley
Director
/s/ Kathryn R. Harrigan March 15, 2004
--------------------------------------
Kathryn R. Harrigan
Director
/s/ Leon J. Hendrix, Jr. March 15, 2004
--------------------------------------
Leon J. Hendrix, Jr.
Director
/s/ Ilan Kaufthal March 15, 2004
--------------------------------------
Ilan Kaufthal
Director
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/s/ William B. Korb March 15, 2004
--------------------------------------
William B. Korb
Director
/s/ Robert LeBuhn March 15, 2004
--------------------------------------
Robert LeBuhn
Director
/s/ John R. Miller March 15, 2004
--------------------------------------
John R. Miller
Director
/s/ Peter G. Tombros March 15, 2004
--------------------------------------
Peter G. Tombros
Director
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EXHIBIT INDEX
Exhibit No. Description
5 Opinion of General Counsel of the Registrant as to the legality of the
Registrant's Common Stock.
23(a) Consent of General Counsel of the Registrant (included in the Opinion
filed as Exhibit 5 hereto).
23(b) Consent of PricewaterhouseCoopers LLP, independent accountants.
24 Power of Attorney (set forth on the signature page hereof).
99(a) Cambrex Corporation 2001 Performance Stock Option Plan.*
99(b) Cambrex Corporation 2003 Performance Stock Option Plan.**
*Previously filed as Exhibit 10.33 to Cambrex Corporation's Annual Report on
Form 10-K for the fiscal year ended December 31, 2003 (File No. 1-10638), filed
with the Commission on March 15, 2004, and incorporated by reference thereto.
** Previously filed as Exhibit 10.34 to Cambrex Corporation's Annual Report on
Form 10-K for the fiscal year ended December 31, 2003 (File No. 1-10638), filed
with the Commission on March 15, 2004, and incorporated by reference thereto.
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