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): October 26, 2006
CAMBREX CORPORATION
(Exact name of registrant as specified in its charter)
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Delaware
(State or other jurisdiction of
incorporation)
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1-10638
(Commission
File Number)
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22-2476135
(IRS Employer
Identification No.) |
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| One Meadowlands Plaza
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| East Rutherford, NJ
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07073 |
| (Address of principal executive offices)
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(Zip Code) |
Registrant’s telephone number, including area code: (201) 804-3000
Not Applicable
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions (see General Instruction
A.2. below):
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Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR 240.13.e-4(c) |
Item 1.01 Entry into a Material Definitive Agreement.
Cambrex Corporation is reporting under Item 1.01 that on October 26, 2006, the Board of
Directors approved certain amendments to the Company’s executive employment agreements
(“Agreement”), a copy of which is filed as an exhibit to the Company’s Annual Report on Form 10-K,
with Mr. Steve M. Klosk, Mr. Luke Beshar, Mr. Peter E. Thauer, Mr. Thomas Bird and Mr. Shawn
Cavanaugh, as follows: (i) subsection 4(b)(ii) is amended to clarify that restricted stock,
restricted stock units or other forms of remuneration would be included in the potential bonus
arrangement that the employee may be eligible to receive pursuant to
such subsection; (ii) subsection
6(d) is amended to clarify that if employment was terminated other than for cause, death or
disability, pursuant to such subsection, the employee would receive an amount equal to the highest
bonus earned (versus paid) in the three years prior to the change of control to clarify that
unvested restricted stock would be included in the calculation of the amount which the employee may
be entitled; (iii) subsection 6(d)(i)(F)(i) would be amended to clarify the definition of
“actuarial equivalent” as the “GAR94 Unisex Mortality Table at a 7% interest rate”; and (iv) to
clarify that all benefits would be continued for the three year employment period (as defined in
the Agreement) and subsection 6(d)(i)(F)(ii) would be amended accordingly.
The foregoing description of the terms and conditions of the amendments to the Agreement is a
summary and is qualified in its entirety by reference to the amended Agreement, which will be filed
as an exhibit to the Company’s Quarterly Report on Form 10-Q for the period ending on September 30,
2006.
Cambrex Corporation is also reporting under Item 1.01 that on October 26, 2006, the Board of
Directors agreed to pay Mr. Thomas Bird a bonus in the amount of $500,000 for his work in
connection with the divestiture of the Company’s facilities in Cork, Ireland and Landen, Belgium.
Such bonus will be paid within 14 days.