<PAGE>
As filed with the Securities and Exchange Commission on February 5, 1999
Registration Statement No. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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Form S-1
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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ALBANY MOLECULAR RESEARCH, INC.
(Exact Name of Registrant as Specified in Its Charter)
Delaware 2833 14-1806984
(State or Other (Primary Standard Industrial (I.R.S. Employer
Jurisdiction Classification Code Number) Identification No.)
of Incorporation or
Organization)
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21 Corporate Circle, Albany, New York 12203
(518) 464-0279
(Address, including zip code, and telephone number, including area code, of
Registrant's principal executive office)
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THOMAS E. D'AMBRA, PH.D.
Chairman and Chief Executive Officer
Albany Molecular Research, Inc.
21 Corporate Circle
Albany, New York 12203-5154
(518) 464-0279
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
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Copies to:
STUART M. CABLE, ESQ. ALEXANDER D. LYNCH, ESQ.
Goodwin, Procter & Hoar LLP BABAK YAGHMAIE, ESQ.
Exchange Place Brobeck, Phleger & Harrison LLP
Boston, Massachusetts 02109-2881 1633 Broadway
(617) 570-1000 New York, New York 10019
(212) 581-1600
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Approximate date of commencement of proposed sale to the public: As soon as
practicable after this Registration Statement becomes effective.
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If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. [_]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act of 1933, please check the
following box and list the Securities Act registration statement number of the
earlier effective registration statement for the same offering. [X] File No.
333-58795
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act of 1933, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. [_]
If this Form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]
CALCULATION OF REGISTRATION FEE
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<TABLE>
<CAPTION>
Proposed Proposed
Amount Maximum Maximum
Title Of Each Class Of To Be Offering Price Aggregate Amount Of
Securities To Be Registered Registered(1) Per Share Offering Price Registration Fee
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<S> <C> <C> <C> <C>
Common Stock, $0.01 par
value per share....... 345,000 Shares $20.00 $6,900,000 $1,919
</TABLE>
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(1) Includes 45,000 shares of Common Stock which the underwriters have the
option to purchase solely to cover over-allotments, if any.
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<PAGE>
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The information in the Registration Statement on Form S-1 filed by Albany
Molecular Research, Inc. with the Securities and Exchange Commission (File No.
333-58795) pursuant to the Securities Act of 1933 is incorporated by reference
into this Registration Statement.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Albany, State of New
York, on February 5, 1999.
Albany Molecular Research, Inc.
/s/ Thomas E. D'Ambra, Ph.D.
By: _________________________________
Thomas E. D'Ambra, Ph.D.
Chairman and Chief Executive
Officer
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.
<TABLE>
<S> <C>
Signature Title Date
/s/ Thomas E. D'Ambra, Ph.D. Chairman of the February 5,
- ------------------------------------- Board, Chief 1999
Thomas E. D'Ambra, Ph.D. Executive Officer
and Director
(Principal
Executive Officer)
* President and February 5,
- ------------------------------------- Director 1999
Donald E. Kuhla, Ph.D.
/s/ Rodney A. Tillinghast Controller and February 5,
- ------------------------------------- Acting Chief 1999
Rodney A. Tillinghast Financial Officer
(Principal
Accounting Officer)
* Vice President, February 5,
- ------------------------------------- Senior Research 1999
Chester J. Opalka Chemist and
Director
* Director February 5,
- ------------------------------------- 1999
Anthony P. Tartaglia, M.D.
* Director February 5,
- ------------------------------------- 1999
Frank W. Haydu III
*By:/s/ Thomas E. D'Ambra, Ph.D.
----------------------------------
Thomas E. D'Ambra, Ph.D.
Attorney-in-Fact
</TABLE>
II-1
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Page
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<C> <S> <C>
5.1 Opinion of Goodwin, Procter & Hoar LLP as to the validity of the
securities being offered.
23.1 Consent of Goodwin, Procter & Hoar LLP (included in Exhibit 5.1
hereto).
23.2 Consent of KPMG LLP.
</TABLE>
<PAGE>
Exhibit 5.1
[LETTERHEAD OF GOODWIN, PROCTER & HOAR LLP]
February 5, 1999
Albany Molecular Research, Inc.
21 Corporate Circle
Albany, New York 12203
Ladies and Gentlemen:
This opinion is delivered in our capacity as special counsel to Albany
Molecular Research, Inc., a Delaware corporation (the "Company"), in connection
with the Company's Registration Statement on Form S-1 (the "Registration
Statement"), filed with the Securities and Exchange Commission pursuant to Rule
462(b) under the Securities Act of 1933, as amended, relating to 345,000 shares
of common stock, par value $.01 per share ("Common Stock"), of the Company (the
"Shares"). The Shares include 45,000 shares of Common Stock which may be issued
solely to cover overallotments, if any. All of the Shares are to be sold by the
Company to the several underwriters (the "Underwriters") of which ING Baring
Furman Selz LLC and Hambrecht & Quist LLC are the representatives (the
"Representatives") pursuant to an Underwriting Agreement (the "Underwriting
Agreement") entered into between the Company and the Representatives of the
Underwriters.
As the basis for the opinion hereinafter expressed, we have examined such
statutes, regulations, corporate records and documents, certificates of public
officials and other instruments as we have deemed necessary or advisable for the
purposes of this opinion. In such examination, we have assumed the authenticity
of all documents submitted to us as originals and the conformity with the
original documents of all documents submitted to us as copies.
Based on the foregoing and on such legal considerations as we deem
relevant, we are of the opinion that the Shares to be sold by the Company to the
Underwriters as described in the Registration Statement have been duly
authorized under the Delaware General Corporation Law (the "DGCL") and, upon
delivery of such Shares and payment therefor in accordance with the Underwriting
Agreement, will be validly issued, fully paid and non-assessable under the DGCL.
We hereby consent to the inclusion of this opinion as an exhibit to the
Registration Statement and to the reference to our firm in the Registration
Statement.
Very truly yours,
/s/ Goodwin, Procter & Hoar LLP
GOODWIN, PROCTER & HOAR LLP
<PAGE>
EXHIBIT 23.2
ACCOUNTANTS' CONSENT
The Board of Directors
Albany Molecular Research, Inc.:
We consent to the incorporation by reference in this Registration Statement on
Form S-1 of our report included in the Registration Statement on Form S-1 (File
No. 333-58795), as amended, and to the reference to our firm under the heading
"Experts" in the prospectus contained therein.
KPMG LLP
Albany, New York
February 5, 1999
