<PAGE>
As filed with the Securities and Exchange Commission on March 2, 2000
REGISTRATION NO. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
--------------------
ALBANY MOLECULAR RESEARCH, INC.
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE 14-174271
(State of Incorporation) (I.R.S. Employer
Identification No.)
21 CORPORATE CIRCLE
ALBANY, NEW YORK 12203
(518) 464-0279
(Address of Principal Executive Offices)
--------------------
THOMAS E. D'AMBRA, PH.D.
CHAIRMAN AND CHIEF EXECUTIVE OFFICER
ALBANY MOLECULAR RESEARCH, INC.
21 CORPORATE CIRCLE
ALBANY, NEW YORK 12203
(518) 464-0279
(Name, Address and Telephone Number, Including Area Code, of Agent For Service)
--------------------
Copy to:
STUART M. CABLE, P.C.
ANDREW F. VILES, ESQ.
GOODWIN, PROCTER & HOAR LLP
EXCHANGE PLACE
BOSTON, MASSACHUSETTS 02109
(617) 570-1000
--------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO PUBLIC:
From time to time after this registration statement becomes effective.
----------
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
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, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [X]
If this form is used to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please 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(c)
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
================================================================================
Proposed Proposed
Amount Maximum Maximum Amount of
Title of Shares to Be Offering Price Aggregate Registration
Being Registered Registered Per Share(1) Offering Price(1) Fee
- --------------------------------------------------------------------------------
Common Stock,
par value
$.01 per share 660,531 $42.875 $28,320,267 $7,480
================================================================================
(1) Estimated solely for purposes of determining the registration fee pursuant
to Rule 457(c) based on the average of the high and low sales prices on the
Nasdaq National Market on February 25, 2000.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
================================================================================
<PAGE>
********************************************************************************
THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE MAY
NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN
OFFER TO SELL THESE SECURITIES AND IT IS NOT SOLICITING AN OFFER TO BUY THESE
SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.
********************************************************************************
SUBJECT TO COMPLETION
PRELIMINARY PROSPECTUS DATED MARCH 2, 2000
PROSPECTUS
660,531 SHARES
ALBANY MOLECULAR RESEARCH, INC.
COMMON STOCK
(PAR VALUE $.01 PER SHARE)
------------
The existing stockholders of Albany Molecular Research, Inc. identified in
this prospectus are offering to sell up to an aggregate of 660,531 shares of
common stock of Albany Molecular Research, Inc. under this prospectus.
We will not receive any cash proceeds from the sale of the shares of common
stock offered by this prospectus. We have agreed to bear the expenses of
registration of the shares under federal and state securities laws.
Our common stock is listed on the Nasdaq National Market under the symbol
"AMRI." On March 1, 2000, the closing price for our common stock was
$48.625.
------------
Beginning on page 3, we have listed several "Risk Factors" that you should
consider before you invest in our common stock.
------------
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE
ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.
The date of this prospectus is March , 2000.
1
<PAGE>
PROSPECTUS SUMMARY
This summary only highlights the more detailed information appearing
elsewhere in this prospectus or incorporated by reference in this prospectus.
It may not contain all of the information that is important to you. You should
read this entire prospectus carefully before deciding whether to invest in
shares of our common stock.
Unless the context otherwise requires, all references to "we," us" or "our
company" in this prospectus refer to Albany Molecular Research, Inc., a Delaware
corporation, and its subsidiary, and their respective predecessor entities for
the applicable periods, considered as a single enterprise.
------------
ALBANY MOLECULAR RESEARCH, INC.
Albany Molecular Research, Inc. is an integrated chemistry outsourcing
company that offers a broad range of chemistry research and development services
to pharmaceutical and biotechnology companies involved in drug discovery and
development. We offer services traditionally provided by chemistry divisions
within pharmaceutical companies, including medicinal chemistry, chemical
development, analytical chemistry services and small-scale manufacturing. Our
services are designed to permit pharmaceutical and biotechnology companies to
reduce overall drug development time and cost and to pursue simultaneously a
greater number of drug discovery and development opportunities. In addition to
our contract services, we conduct a limited amount of proprietary research and
development. We have developed and patented a substantially pure form of, and a
manufacturing process for, the active ingredient in a non-sedating antihistamine
marketed by Aventis S.A. (formerly, Hoechst Marion Roussel, Inc.) as Allegra in
the Americas and as Telfast elsewhere. Revenues from our licensing agreement
with Aventis were $21.4 million for the year ended December 31, 1999 and we are
entitled to receive ongoing royalties from Aventis based upon a percentage of
sales of the product.
Albany Molecular Research, Inc. is a Delaware corporation. Our common
stock is listed on the Nasdaq National Market under the symbol "AMRI."
Our principal executive offices are located at 21 Corporate Circle, Albany,
New York 12203 and our telephone number is (518) 464-0279.
THE OFFERING
This prospectus relates to up to an aggregate of 660,531 shares of our
common stock that may be offered for sale by the selling stockholders. We
issued the shares to the selling stockholders in connection with the merger of
EnzyMed, Inc., a provider of combinatorial biocatalysis discovery services based
in Iowa, with and into Albany Molecular Research, Inc. In connection with the
merger, we entered into a registration rights agreement with the selling
stockholders.
We are registering the sale of the 660,531 shares to fulfill our
contractual obligations under the registration rights agreement. Registration
of the sale of these shares of common stock, however, does not necessarily mean
that all or any portion of the shares will be offered for sale by the selling
stockholders.
We will not receive any cash proceeds from the sale of any shares of common
stock offered by this prospectus. We have agreed to bear the expenses of
registration of the shares under federal and state securities laws.
2
<PAGE>
RISK FACTORS
Before you invest in our common stock, you should be aware that there are
various risks, including those described below. You should consider carefully
these risk factors together with all of the information included or incorporated
by reference in this prospectus before you decide to purchase our common stock.
This section includes or refers to certain forward-looking statements. You
should refer to the explanation of the qualifications and limitations on
forward-looking statements discussed on page 7.
WE MAY NOT BE ABLE TO HIRE AND RETAIN THE HIGHLY SKILLED EMPLOYEES THAT WE NEED.
Our future growth and profitability depends upon the research and work of
our highly skilled employees, such as our scientists, and their ability to keep
pace with changes in drug discovery and development technologies. If we cannot
hire, motivate and retain scientists and other highly skilled employees, we will
not be able to continue our existing services and will not be able to expand the
services we offer to our customers. We believe that there is a shortage of
scientists and we compete vigorously with pharmaceutical firms, biotechnology
firms, contract research firms, and academic and research institutions to hire
scientists. We may not be able to hire scientists and other highly skilled
persons whom we need to operate and grow our business.
PHARMACEUTICAL COMPANIES MAY DISCONTINUE OR DECREASE THEIR USAGE OF OUR
SERVICES.
We depend on pharmaceutical companies that use our services for a large
portion of our revenues. Although pharmaceutical companies are generally growing
and there is a trend among pharmaceutical companies to outsource drug research
and development functions, this trend may not continue. If this trend does not
continue and pharmaceutical companies discontinue or decrease their usage of our
services, our revenues and earnings could be lower than we expect and our
revenues may not grow at historical rates or at all.
WE MAY EARN LESS THAN WE EXPECT IF WE LOSE ANY ONE OF OUR MAJOR CUSTOMERS.
In 1999, we earned approximately 43% of our contract revenues providing
services to three major customers. Our major customers may cancel their
contracts with thirty to ninety days notice for a variety of reasons, many of
which are out of our control. If any one of our major customers cancels its
contract with us, our contract revenues and our earnings could be less than we
expect.
THE ROYALTIES WE EARN ON ALLEGRA MAY DECREASE.
We have a patent on a pure form of, and manufacturing process for, the drug
fexofenadine HCl, which is the active ingredient in a non-sedating antihistamine
marketed and sold by Aventis under a license from us. The product is marketed in
the Americas under the brand name "Allegra" and in the rest of the world under
the brand name "Telfast." For the year ended December 31, 1999, our revenues
from the license were $21.4 million, which was approximately 49% of our total
revenues. However, Allegra sales may not continue to increase and may not
remain at current levels. In such event, our revenues from the license
agreement may not continue to increase or may remain constant. Because we have
very few costs associated with the Allegra license, any decrease in our revenues
from the license agreement for Allegra would have a disproportionately adverse
effect on our net income.
WE MAY LOSE VALUABLE INTELLECTUAL PROPERTY IF WE ARE UNABLE TO PROTECT IT.
Some of our most valuable assets include patents and trade secrets. Part
of our business is developing technologies that we patent and then license to
other companies. However, some technologies that we develop may already be
patented by other companies. For this and other reasons, we may not be able to
obtain patents for each new technology that we develop. Even if we are able to
obtain patents, the patents may not sufficiently protect our interest in the
technology. Similarly, we may not be able to protect our trade secrets by
keeping them confidential. To the extent we are unable to protect intellectual
property, our investment in those technologies will not yield the benefits that
we expected.
3
<PAGE>
WE MAY NOT BE ABLE TO LICENSE TECHNOLOGIES THAT WE NEED TO CONDUCT OUR BUSINESS.
In addition to the technologies that we develop, we also rely on
technologies developed by other companies which we license. We may not be able
to license technologies that we need in the future. Our inability to license
the technologies that we need could result in increased costs and, therefore,
reduced profits, or the inability to engage in certain activities which require
those technologies.
WE MAY NOT BE ABLE TO MANAGE OUR GROWTH.
Our business has grown rapidly in the past several years. However, we
cannot assure you that our business will continue to grow. Growth places
increased stress on our financial, managerial and human resources. As we grow,
we will need to hire and retain even more highly skilled scientists and
technicians. Expansion of our facilities may lead to increased expenses and may
divert management attention away from operations.
FUTURE ACQUISITIONS MAY DISRUPT OUR BUSINESS AND DISTRACT OUR MANAGEMENT.
We intend to engage in acquisitions and strategic relationships. We may not
be able to identify suitable acquisition candidates and, if we do identify
suitable candidates, we may not be able to make such acquisitions on
commercially acceptable terms or at all. If we acquire another company, we will
only receive the anticipated benefits if we successfully integrate the acquired
business into our existing business in a timely and non-disruptive manner. We
may have to devote a significant amount of time and management and financial
resources to do so. Even with this investment of management and financial
resources, an acquisition may not produce the revenues, earnings or business
synergies that we anticipated. If we fail to integrate the acquired business
effectively or if key employees of that business leave, the anticipated benefits
of the acquisition would be jeopardized. The time, capital, management and other
resources spent on an acquisition that fails to meet our expectations could
cause our business and financial condition to be materially and adversely
affected. In addition, from an accounting perspective, acquisitions can involve
non-recurring charges and amortization of significant amounts of goodwill that
could adversely affect our results of operations.
WE MAY NOT BE ABLE TO REALIZE THE BENEFITS OF RECENT ACQUISITIONS AND STRATEGIC
INVESTMENTS.
On October 19, 1999, we merged with EnzyMed, Inc., a provider of
combinatorial biocatalysis discovery services based in Iowa. As a result of the
merger, we acquired all of the outstanding common and preferred stock of EnzyMed
in exchange for 726,056 shares of our common stock. In addition, we assumed all
of the outstanding options of EnzyMed, which represent options to purchase
79,647 shares of our common stock. We may not be able to successfully integrate
the operations of EnzyMed with our other operations and the merger transaction
may not be as beneficial to us as we expect.
On December 21, 1999, we announced our $30 million strategic investment in
Organichem Corporation to facilitate a management buy-out of a chemical
manufacturing facility from Nycomed Amersham, plc. If Organichem fails to
perform as we expect, our investment may not yield the returns that we expect or
we may lose our investment.
On February 7, 2000, we announced that we had completed the acquisition of
American Advanced Organics, Inc., a contract manufacturer of gram to multi-
kilogram lots of novel compounds, pharmaceutical intermediates, and test drug
substances. We may not be able to successfully integrate the operations of
American Advanced Organics with our other operations and the transaction may not
be as beneficial to us as we expect.
WE MAY LOSE ONE OR MORE OF OUR KEY EMPLOYEES.
Our business is highly dependent on our senior management and scientific
staff, including:
. Dr. Thomas E. D'Ambra, our Chairman and Chief Executive Officer;
. Dr. Donald E. Kuhla, our President and Chief Operating Officer;
. Dr. Harold Meckler, our Vice President, Chemical Development; and
. Dr. Michael P. Trova, our Vice President, Medicinal Chemistry.
4
<PAGE>
Although we have employment agreements with the individuals listed above, we do
not have employment agreements with all of our key employees.
WE FACE INCREASED COMPETITION.
We compete directly with the in-house research departments of
pharmaceutical companies and biotechnology companies, as well as combinatorial
chemistry companies, contract research companies, and research and academic
institutions. Many of our competitors have greater financial and other
resources than us. As new companies enter the market and as more advanced
technologies become available, we expect to face increased competition. In the
future, any one of our competitors may develop technological advances that
render the services that we provide obsolete. While we plan to develop
technologies which will give us competitive advantages, our competitors plan to
do the same. We may not be able to develop the technologies we need to
successfully compete in the future and our competitors may be able to develop
such technologies before we do. Consequently, we may not be able to successfully
compete in the future.
WE MAY BE HELD LIABLE FOR HARM CAUSED BY DRUGS THAT WE DEVELOP AND TEST.
We develop, test and, to a limited extent, manufacture drugs that are used
by humans. If any one of the drugs that we test, develop or manufacture harms
people, we may be required to pay damages to those persons. Although we carry
product liability insurance, we may be required to pay damages in excess of the
amounts of our insurance coverage. Damages awarded in a products liability
action could be substantial and could have a negative impact on our financial
condition.
WE MAY BE LIABLE FOR CONTAMINATION OR OTHER HARM CAUSED BY HAZARDOUS MATERIALS
THAT WE USE.
Our research and development processes involve the use of hazardous
materials. We are subject to federal, state and local regulation governing the
use, manufacture, handling, storage and disposal of hazardous materials. We
cannot completely eliminate the risk of contamination or injury resulting from
hazardous materials and we may incur liability as a result of any contamination
or injury. We may also incur expenses relating to compliance with environmental
laws. Such expenses or liability could have a significant negative impact on
our financial condition.
IF WE FAIL TO MEET STRICT REGULATORY REQUIREMENTS, WE COULD BE REQUIRED TO PAY
FINES OR EVEN CLOSE OUR FACILITIES.
All facilities and manufacturing techniques used to manufacture drugs in
the United States must conform to standards that are established by the federal
Food and Drug Administration. The FDA conducts scheduled periodic inspections
of our facilities to monitor our compliance with regulatory standards. If the
FDA finds that we fail to comply with the appropriate regulatory standards, they
may impose fines on us or, if the FDA determines that our non-compliance is
severe, they may close our facilities. Any adverse action by the FDA would have
a negative impact on our operations.
OUR OPERATIONS MAY BE INTERRUPTED BY THE OCCURRENCE OF A NATURAL DISASTER OR
OTHER CATASTROPHIC EVENT AT OUR FACILITIES IN ALBANY.
We depend on our laboratories and equipment for the continued operation of
our business. Our research and development operations and all administrative
functions are primarily conducted at our facilities in Albany, New York.
Although we have contingency plans in effect for natural disasters or other
catastrophic events, catastrophic events could still disrupt our operations.
Even though we carry business interruption insurance policies, we may suffer
losses as a result of business interruptions that exceed the coverage available
under our insurance policies. Any natural disaster or catastrophic event in the
Albany area could have a significant negative impact on our operations.
5
<PAGE>
HEALTH CARE REFORM COULD REDUCE THE PRICES PHARMACEUTICAL COMPANIES CAN CHARGE
FOR DRUGS THEY SELL WHICH, IN TURN, COULD REDUCE THE AMOUNTS THAT THEY HAVE
AVAILABLE TO RETAIN OUR SERVICES.
We depend on contracts with pharmaceutical companies for most of our
revenues. We therefore depend upon the ability of pharmaceutical companies to
earn enough on the drugs they market to devote substantial resources to the
research and development of new drugs. We expect that politicians and others
may try to enact laws which would limit the prices pharmaceutical companies can
charge for the drugs they market. Such laws may have the effect of reducing the
resources that pharmaceutical companies can devote to the research and
development of new drugs. If pharmaceutical companies decrease the resources
they devote to the research and development of new drugs, the amount of services
that we perform, and therefore our revenues, could be reduced.
THE ABILITY OF OUR STOCKHOLDERS TO CONTROL OUR POLICIES AND AFFECT A CHANGE OF
CONTROL OF OUR COMPANY IS LIMITED, WHICH MAY NOT BE IN OUR STOCKHOLDERS' BEST
INTERESTS.
There are provisions in our articles of incorporation and bylaws which may
discourage a third party from making a proposal to acquire us, even if some of
our stockholders might consider the proposal to be in their best interests.
These provisions include the following:
. Our articles of incorporation provide for three classes of directors with
the term of office of one class expiring each year, commonly referred to as
a "staggered board." By preventing stockholders from voting on the election
of more than one class of directors at any annual meeting of stockholders,
this provision may have the effect of keeping the current members of our
board of directors in control for a longer period of time than stockholders
may desire.
. Our articles of incorporation authorize our board of directors to issue
shares of preferred stock without stockholder approval and to establish the
preferences and rights of any preferred stock issued, which would allow the
board to issue one or more classes or series of preferred stock that could
discourage or delay a tender offer or change in control.
Additionally, we are subject to Section 203 of the Delaware General
Corporation Law, which, in general, imposes restrictions upon acquirors of 15%
or more of our stock.
6
<PAGE>
FORWARD-LOOKING STATEMENTS
This prospectus, including the information incorporated by reference in
this prospectus, contains statements that are forward-looking statements within
the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the
Securities Exchange Act of 1934. You can identify forward-looking statements by
the use of the words "believe," "expect," "anticipate," "intend," "estimate,"
"assume" and other similar expressions which predict or indicate future events
and trends and which do not relate to historical matters. These statements
include, among other things, statements regarding our intent, belief or
expectations with respect to:
. our potential technological developments;
. our potential acquisitions or dispositions of assets or other public or
private companies;
. our anticipated revenues from contracts or licenses;
. general economic conditions;
. political developments and changes; and
. trends affecting our financial condition or results of operations.
You should not rely on forward-looking statements because they involve
known and unknown risks, uncertainties and other factors, some of which are
beyond our control. These risks, uncertainties and other factors may cause our
actual results, performance or achievements to be materially different from the
anticipated future results, performance or achievements expressed or implied by
the forward-looking statements. Some of the factors that might cause these
differences include, but are not limited to, the following:
. we may fail to secure or may abandon acquisition opportunities;
. the cost of performing services under contracts may exceed original
estimates;
. use of our services by pharmaceutical companies may decrease due to economic
and market conditions which are beyond our control; and
. legislative or regulatory changes, including changes to laws regulating
research, development, marketing and pricing of drugs.
In addition, the factors described under "Risk Factors" in this prospectus may
result in these differences. You should carefully review all of these factors,
and you should be aware that there may be other factors that could cause these
differences.
We caution you that, while forward-looking statements reflect our estimates
and beliefs, they are not guarantees of future performance. These forward-
looking statements were based on information, plans and estimates at the date of
this prospectus, and do not reflect changes after the date of this prospectus in
underlying assumptions or factors, new information, future events or other
changes.
7
<PAGE>
OUR COMPANY
For a more detailed description of our business, please read the
description of our business in our annual report on Form 10-K which is
incorporated into this prospectus by reference.
GENERAL
Albany Molecular Research, Inc. is an integrated chemistry outsourcing
company that offers a broad range of chemistry research and development services
to pharmaceutical and biotechnology companies involved in drug discovery and
development. We offer services traditionally provided by chemistry divisions
within pharmaceutical companies, including medicinal chemistry, chemical
development, analytical chemistry services and small-scale manufacturing. The
significant experience and expertise of our scientists enables us to provide
high-quality, sophisticated chemistry services tailored to our customers'
specific needs. Our services are designed to permit pharmaceutical and
biotechnology companies to reduce overall drug development time and costs and to
pursue simultaneously a greater number of drug discovery and development
opportunities. In addition to our contract services, we also conduct a limited
amount of proprietary research and development.
Although many scientific disciplines are required for new drug discovery
and development, chemistry and biology are at the center of this process.
Chemists and biologists typically work together to prepare and deliver new
chemical substances, develop laboratory models of disease, test compounds to
identify agents that demonstrate the desired activity and finally create a
marketable drug. Chemistry is an integral part of the drug discovery and
development process, which includes:
. lead discovery--the identification of a compound that may be developed
into a new drug;
. lead optimization--an iterative process of modifying the structure of a
lead compound to optimize its therapeutic properties;
. preclinical testing--the testing of the compound in increasingly complex
animal models;
. clinical trials--the multi-phase testing of the compound for safety and
efficacy in humans; and
. product commercialization--the manufacture, marketing and sale of
commercial quantities of the approved drug.
The chemistry functions associated with the identification and optimization
of a lead compound are handled by chemists specializing in medicinal chemistry.
The role of the medicinal chemist is to synthesize small quantities of new and
potentially patentable compounds for biological testing. Our medicinal
chemistry group assists our customers in the pursuit of new drug leads as well
as in lead development and optimization using modern structure-based drug
design. Our medicinal chemistry group uses tools such as computational and
combinatorial chemistry in conjunction with the traditional techniques of
medicinal drug development.
Chemical development involves the scale up synthesis of a lead compound.
Processes developed for small scale production of a compound may not be suitable
for larger scale production because they may be uneconomical, environmentally
unacceptable or present safety concerns. Our chemical development scientists
design novel or improved methods and processes suitable for medium to large
scale production. Our chemical development scientists possess expertise in a
broad range of structural classes of molecules and are able to address a wide
variety of chemical synthesis and production problems.
Our analytical chemistry services include identity and purity testing,
method development and validation, and stability testing. We also provide
regulatory consulting services, including the preparation of regulatory filings,
chemistry, manufacturing and control documentation and testing, and scientific
and technical writing. The current Good Manufacturing Practices guidelines
mandated by the FDA necessitate employing analytical support for drugs under
development, as well as drugs already on the market. Our analytical services
are designed to support our customers' compliance with these guidelines. We
typically provide these services at several stages throughout drug discovery and
development.
We also provide chemical synthesis and manufacturing services for our
customers in conformance with regulatory guidelines. All facilities and
manufacturing techniques used in the manufacture of products for clinical use or
for sale in the United States must be operated in conformity with guidelines
established by the FDA. Our Albany facility has production facilities and
quarantine and restricted access storage necessary for
8
<PAGE>
manufacturing in accordance with FDA guidelines. We currently have the capacity
to produce laboratory scale amounts, 1 to approximately 10 or more kilograms, of
bulk active ingredients.
In addition to our contract services, we also receive royalties from the
sale of the drug fexofenadine HCl, which is marketed as Allegra in the Americas
and as Telfast elsewhere. We have developed and patented a substantially pure
form of, and a manufacturing process for, the active ingredient in Allegra.
Revenues from our licensing agreement with Aventis were $21.4 million for the
year ended December 31, 1999 and we are entitled to receive ongoing royalties
from Aventis based upon a percentage of sales of the product.
RECENT DEVELOPMENTS
On February 8, 2000, we announced our operating results for the quarter and
year ended December 31, 1999. Due to our merger with EnzyMed which has been
accounted for as a pooling-of-interests, we have restated our historical
financial results. Net contract revenue for the fourth quarter of 1999
increased by 74% to $6.7 million over net contract revenue of $3.8 million in
the comparable period of 1998. Recurring royalties for the fourth quarter of
1999 were $5.6 million, a 71% increase over recurring royalties of $3.2 million
in the fourth quarter of 1998. Our royalty revenue is earned from worldwide
sales of Allegra under our licensing agreement with Aventis.
Excluding non-recurring costs of $534,000 related to our merger with
EnzyMed, net income for the fourth quarter of 1999 increased $2.1 million, or
111%, to $4.0 million or $0.26 per share on a diluted basis, as compared to net
income for the fourth quarter of 1998 of $1.9 million, or $0.15 per share on a
diluted basis. Including non-recurring merger-related costs, our net income
increased $1.8 million, or 94%, to $3.7 million, or $0.24 per share on a diluted
basis.
Net contract revenue for the year ended December 31, 1999 increased 61% to
$22.0 million, compared to net contract revenue of $13.6 million in the same
period of 1998. For the year ended December 31, 1999, recurring royalties
increased by 86% to $21.4 million, compared to $11.5 million during the same
period in 1998. During the year ended December 31, 1998, we also received $8.1
million in non-recurring milestone payments and royalties attributable to prior
periods.
Net income excluding merger-related costs for the year ended December 31,
1999 was $14.1 million, or $0.95 per share on a diluted basis. Net income
including merger-related costs for the period was $13.8 million, or $0.93 per
share on a diluted basis. Net income for the comparable period of 1998,
excluding the non-recurring milestones and royalties of $8.1 million, was $6.0
million, or $0.47 on a diluted basis. Net income for the year ended December
31, 1998, including all recurring and non-recurring items, was $10.5 million, or
$0.82 per share on a diluted basis.
9
<PAGE>
REGISTRATION RIGHTS OF THE SELLING STOCKHOLDERS
The following is a summary of the material terms and provisions of the
registration rights agreement which we entered into in connection with our
merger with EnzyMed. It may not contain all of the information that is
important to you. You can access complete information by referring to the
registration rights agreement which was filed as an exhibit to the registration
statement of which this prospectus is a part.
We are filing this registration statement under the terms of the
registration rights agreement. Under the registration rights agreement, we must
use our commercially reasonable efforts to cause the registration statement to
be declared effective by the Securities and Exchange Commission, and we must
keep the registration statement continuously effective until the earlier of:
. sixty days after the registration statement is declared effective;
. the date on which the selling stockholders no longer hold any shares of
common stock covered by this prospectus; or
. one year after the date on which shares of our common stock were issued
to the selling stockholders.
The registration rights agreement allows us to suspend the selling
stockholders' use of this prospectus in some circumstances. Any shares of
common stock sold by the selling stockholders pursuant to this prospectus will
no longer be entitled to the benefits of the registration rights agreement. We
have agreed to bear the expenses of registering the sale of the shares of common
stock by the selling stockholders.
Under the registration rights agreement, we have agreed to indemnify the
following persons against all losses, claims, damages, actions, liabilities,
costs and expenses arising under the securities laws in connection with the
registration statement or this prospectus, subject to limitations specified in
the registration rights agreement:
. the selling stockholders;
. the officers, directors, employees, agents, representatives and
affiliates of the selling stockholders;
. any underwriter of an offering registered on a registration statement;
and
. any entity or person who controls a selling stockholder or underwriter.
In addition, the selling stockholders have agreed to indemnify us, our
officers, directors, employees, agents, representatives and affiliates, and any
person who controls our company against all losses, claims, damages, actions,
liabilities, costs and expenses arising under the securities laws which result
from:
. information furnished to us by the selling stockholders for use in the
registration statement or this prospectus; or
. any selling stockholder's failure to deliver or cause to be delivered the
most current prospectus furnished by us to such stockholder to any
purchaser of the shares covered by this prospectus.
10
<PAGE>
THE SELLING STOCKHOLDERS
The following table sets forth the number of shares of common stock
beneficially owned by each selling stockholder as of January 19, 2000, the
number of shares of common stock covered by this prospectus, and the number of
shares of common stock which each selling stockholder will beneficially own upon
completion of this offering. This table assumes that the selling stockholders
offer for sale all of the shares of common stock issued by Albany Molecular
Research, Inc. in connection with our merger with EnzyMed.
The shares of common stock offered by this prospectus will be offered from
time to time by the selling stockholders named below, or by any of their
pledgees, donees, transferees or other successors in interest. The amounts set
forth below are based upon information provided to us by representatives of the
selling stockholders, or on our records, as of January 19, 2000 and are accurate
to the best of our knowledge. It is possible, however, that the selling
stockholders may acquire or dispose of additional shares of common stock from
time to time after this date.
<TABLE>
<CAPTION>
COMMON STOCK
BENEFICIALLY COMMON STOCK
OWNED AS OF COMMON STOCK TO BE OWNED
NAME JANUARY 19, 2000 OFFERED HEREBY AFTER OFFERING(1)
- ---------------------------- ---------------- -------------- -----------------
<S> <C> <C> <C>
Asset Consulting Group, Inc.
Employees Retirement
Savings Plan & Trust f/b/o
Leo Catsavis 2,029 2,029 0
Nadezhda Astakhova(2) 3,239(3) 486 2,510(4)
Remi Barbier 4,871 4,871 0
The Bohen Foundation 5,407 5,407 0
Henry Brem 811 811 0
Gregory D. Brown 1,949 1,949 0
Gus Leo Catsavis 1,014 1,014 0
Jennifer Ann Chaplin(2) 426(5) 406 20(5)
Sharon S. Chen(2) 548 548 0
Hrisostomos and Helen Christ 1,014 1,014 0
Douglas S. Clark(6) 47,620 47,620 0
Edson de Castro 6,495 6,495 0
Jonathan S. Dordick(6) 47,620 47,620 0
Joseph Dunham 1,623 1,623 0
The Edgewater Private
Equity Fund, L.P. 100,135 100,135 0
Equity Dynamics, Inc.
Profit Sharing Plan f/b/o
Gregory D. Brown 1,299 1,299 0
Equity Dynamics, Inc.
Profit Sharing Plan f/b/o 1,299 1,299 0
Helen Gavin
Lori R. Fischer(2) 649 649 0
Donna L. Ford(2) 375(7) 162 213(7)
J. Wesley Fox 11,691 11,691 0
</TABLE>
11
<PAGE>
<TABLE>
<CAPTION>
COMMON STOCK
BENEFICIALLY COMMON STOCK
OWNED AS OF COMMON STOCK TO BE OWNED
NAME JANUARY 19, 2000 OFFERED HEREBY AFTER OFFERING(1)
- ---------------------------- ---------------- -------------- -----------------
<S> <C> <C> <C>
M. Patricia Galligan 2,730(8) 1,365 0
Robert F. Galligan 2,730(8) 1,365 0
Xicheng Hu(2) 974 974 0
Iowa Business Development
Finance Corporation 30,445 30,445 0
Iowa Capital Corporation 15,561 15,561 0
Iowa Farm Bureau Federation 12,178 12,178 0
Steve H. Kanzer 1,762 1,762 0
Matthew Kinley 1,623 1,623 0
Thomas Kent Kirk 1,014 1,014 0
Dr. Alexander M. Klibanov (6) 33,003 33,003 0
John Krstenansky(2) 5,275 5,275 0
Dr. Robert S. Langer 22,447 22,447 0
Amanda Madjid-Yunus(2) 568 568 0
Luke D. McConeghey(2) 649 649 0
Peter C. Michels(2) 4,666(9) 1,947 2,719(9)
Lee Morgan 6,495 6,495 0
Vadim Mozhaev(2) 1,339(10) 974 284(11)
Lioudmila Mozhaeva(2) 1,339(12) 81 284(13)
Miguel Muzzio(2) 1,623 300 1,323
John Pappajohn 94,642(14) 78,404 0
Nikos Pagratis 4,871 4,871 0
Morgan Guaranty Trust Company
of New York, Trustee for
Ann Pappajohn Children's Trust 32,476 32,476 0
Joseph Rich(2) 2,272(15) 1,379 893(15)
Dr. William A. Ryan, Jr. 704 704 0
Jennifer Semelroth 625 625 0
New Hope Foundation 13,553 13,553 0
Tax Education Support
Organization 23,046 23,046 0
Mutual Ventures of
South Dakota, Inc. 37,212 37,212 0
Palace Partnership 1,014 500 514
Thebes Ltd. 94,642(16) 16,238 0
</TABLE>
12
<PAGE>
<TABLE>
<CAPTION>
COMMON STOCK
BENEFICIALLY COMMON STOCK
OWNED AS OF COMMON STOCK TO BE OWNED
NAME JANUARY 19, 2000 OFFERED HEREBY AFTER OFFERING(1)
- ---------------------------- ---------------- -------------- -----------------
<S> <C> <C> <C>
University of Iowa
Research Foundation 19,486 19,486 0
Alexander Usyantinsky(2) 3,239(17) 243 2,510(18)
Venturetek, L.P. 40,999 40,999 0
Herbert A. and
Janice A. Wilson 5,521 5,521 0
West Des Moines State Bank
f/b/o James S. Cownie 9,471 9,471 0
Eric Zirbes 689(19) 649 40(19)
TOTAL(20) 669,047 660,531 8,516
</TABLE>
- ----------
(1) Assumes that the selling stockholders will sell all shares of common stock
offered by them under this prospectus. In the case of each selling
stockholder, the percentage of our shares of common stock that will be held
by such selling stockholder after completion of this offering will be less
than one percent (1%). The total number of shares of common stock
outstanding used in calculating such percentage is based on the total
number of shares of common stock outstanding as of January 19, 2000 which
is 14,635,779.
(2) Stockholder is an employee of Albany Molecular Research, Inc.
(3) Includes options to purchase 994 shares exercisable within sixty days of
January 19, 2000, 243 shares owned by spouse who is also a selling
stockholder and options to purchase 1,516 shares exercisable by spouse
within sixty days of January 19, 2000.
(4) Includes options to purchase 994 shares exercisable within sixty days of
January 19, 2000 and options to purchase 1,516 shares exercisable by spouse
within sixty days of January 19, 2000.
(5) Includes options to purchase 20 shares exercisable within sixty days of
January 19, 2000.
(6) Stockholder is a consultant to Albany Molecular Research, Inc. and is a
member of its Scientific Advisory Board.
(7) Includes options to purchase 213 shares exercisable within sixty days of
January 19, 2000.
(8) Includes 1,365 shares owned by spouse who is also a selling stockholder.
(9) Includes options to purchase 2,719 shares exercisable within sixty days of
January 19, 2000.
(10) Includes 81 shares owned by spouse who is also a selling stockholder and
options to purchase 284 shares exercisable within sixty days of January 19,
2000.
(11) Includes options to purchase 284 shares exercisable within sixty days of
January 19, 2000.
(12) Includes 974 shares owned by spouse who is also a selling stockholder and
options to purchase 284 shares exercisable by spouse within sixty days of
January 19, 2000.
(13) Includes options to purchase 284 shares exercisable by spouse within sixty
days of January 19, 2000.
(14) Includes 16,238 shares owned by Thebes Ltd., the principal of which is the
stockholder's spouse. Thebes Ltd. is also a selling stockholder.
(15) Includes options to purchase 893 shares exercisable within sixty days of
January 19, 2000.
(16) Includes 78,404 shares owned by the principal's spouse who is also a
selling stockholder.
(17) Includes options to purchase 1,516 shares exercisable within sixty days of
January 19, 2000, 486 shares owned by spouse who is also a selling
stockholder and options to purchase 994 shares exercisable by spouse within
sixty days of January 19, 2000.
(18) Includes options to purchase 1,516 shares exercisable within sixty days of
January 19, 2000 and options to purchase 994 shares exercisable by spouse
within sixty days of January 19, 2000.
(19) Includes options to purchase 40 shares exercisable within sixty days of
January 19, 2000.
(20) Where more than one beneficial owner is listed for the same shares, these
shares are counted only once in arriving at the total number of shares.
13
<PAGE>
NO PROCEEDS TO ALBANY MOLECULAR RESEARCH, INC.
We will not receive any of the proceeds of the sale of the shares of common
stock offered by this prospectus. We are paying the fees and expenses
associated with registering the shares of common stock.
PLAN OF DISTRIBUTION
This prospectus relates to the sale from time to time of up to an aggregate
of 660,531 shares of common stock by the selling stockholders, or any of their
pledgees, donees, transferees or other successors in interest. We issued these
shares of common stock to the selling stockholders in connection with our merger
with EnzyMed. We are registering the sale of the shares to fulfill our
contractual obligations under the registration rights agreement. Registration
of the sale of these shares of common stock, however, does not necessarily mean
that all or any portion of the shares will be offered for sale by the selling
stockholders.
The distribution of the shares of common stock by the selling stockholders
may be effected from time to time in one or more underwritten transactions at a
fixed price or prices, which may be changed, or at market prices prevailing at
the time of sale, at prices related to prevailing market prices or at negotiated
prices. Any underwritten offering may be on a "best efforts" or a "firm
commitment" basis. In connection with any underwritten offering, underwriters
or agents may receive compensation in the form of discounts, concessions or
commissions from the selling stockholders. Underwriters may sell the shares of
common stock to or through dealers, and such dealers may receive compensation in
the form of discounts, concessions or commissions from the underwriters and/or
commissions from the purchasers for whom they may act as agents.
The selling stockholders and any underwriters, dealers or agents that
participate in the distribution of the shares of common stock may be deemed to
be underwriters under the Securities Act of 1933, and any profit on the sale of
the shares of common stock by them and any discounts, commissions or concessions
received by any underwriters, dealers or agents might be deemed to be
underwriting discounts and commissions under the Securities Act of 1933. At any
time a particular offer of shares of common stock is made by the selling
stockholders, a prospectus supplement, if required, will be distributed that
will, where applicable:
. identify any underwriter, dealer or agent;
. describe any compensation in the form of discounts, concessions or
commissions or otherwise received by each underwriter, dealer or agent and
in the aggregate to all underwriters, dealers and agents;
. identify the amounts underwritten;
. identify the nature of the underwriter's obligation to take the shares of
common stock; and
. provide any other required information.
The sale of shares of common stock by the selling stockholders may also be
effected by selling shares of common stock directly to purchasers or to or
through broker-dealers. In connection with any such sale, any such broker-
dealer may act as agent for the selling stockholders or may purchase from the
selling stockholders all or a portion of the shares of common stock as
principal, and sales may be made pursuant to any of the methods described below.
Such sales may be made on the Nasdaq National Market or any exchanges on which
the shares of common stock are then traded, in the over-the-counter market, in
negotiated transactions or otherwise at prices and at terms then prevailing or
at prices related to the then current market prices or at prices otherwise
negotiated.
14
<PAGE>
Shares of common stock may also be sold by the selling stockholders in one
or more of the following transactions:
. block transactions in which a broker-dealer may sell all or a portion of
such shares as agent but may position and resell all or a portion of the
block as principal to facilitate the transaction;
. purchases by any such broker-dealer as principal and resale by such
broker-dealer for its own account pursuant to any supplement to this
prospectus;
. an exchange distribution in accordance with the rules of any stock
exchange on which the shares are listed;
. ordinary brokerage transactions and transactions in which any such
broker-dealer solicits purchasers;
. sales "at the market" to or through a market maker or into an existing
trading market, on an exchange or otherwise, for such shares; and
. sales in other ways not involving market makers or established trading
markets, including direct sales to purchasers.
In effecting sales, broker-dealers engaged by the selling stockholders may
arrange for other broker-dealers to participate. Broker-dealers will receive
commissions or other compensation from the selling stockholders in amounts to be
negotiated immediately prior to the sale that will not exceed those customary in
the types of transactions involved. Broker-dealers may also receive
compensation from purchasers of the shares of common stock which is not expected
to exceed that customary in the types of transactions involved.
To comply with applicable state securities laws, the shares of common stock
will be sold, if necessary, in such jurisdictions only through registered or
licensed brokers or dealers. In addition, shares of common stock may not be
sold in some states unless they have been registered or qualified for sale in
the state or an exemption from such registration or qualification requirement is
available and is complied with.
All expenses relating to the offer and sale of the shares of common stock
will be paid by us, with the exception of commissions, discounts and fees of
underwriters, broker-dealers or agents, taxes of any kind and any legal,
accounting and other expenses incurred by the selling stockholders. Under the
registration rights agreement, we have agreed to indemnify the selling
stockholders and other persons against specified losses, claims, damages,
actions, liabilities, costs and expenses arising under the securities laws. See
"Registration Rights of the Selling Stockholders" on page 10.
15
<PAGE>
ABOUT THIS PROSPECTUS AND WHERE YOU MAY FIND MORE INFORMATION
We have filed with the Securities and Exchange Commission a Registration
Statement on Form S-3 under the Securities Act of 1933, as amended, with respect
to the shares of common stock offered under this prospectus. This prospectus is
part of the registration statement. This prospectus does not contain all of the
information contained in the registration statement because we have omitted
parts of the registration statement in accordance with the rules and regulations
of the Securities and Exchange Commission. For further information, we refer
you to the registration statement, which you may read and copy at the public
reference facilities maintained by the Securities and Exchange Commission at
Judiciary Plaza, 450 Fifth Street, N.W., Room 1024, Washington, D.C. 20549, and
at the Securities and Exchange Commission's Regional Offices at 7 World Trade
Center, 13th Floor, New York, New York 10048, and Citicorp Center, 500 W.
Madison Street, Suite 1400, Chicago, Illinois 60661-2511. You may also obtain
copies at the prescribed rates from the Public Reference Section of the
Securities and Exchange Commission at its principal office in Washington, D.C.
You may call the Securities and Exchange Commission at 1-800-SEC-0330 for
further information about the public reference rooms. The Securities and
Exchange Commission maintains a web site that contains reports, proxy and
information statements and other information regarding registrants, including
Albany Molecular Research, Inc., that file electronically with the Securities
and Exchange Commission. You may access the Securities and Exchange
Commission's web site at http://www.sec.gov.
We are subject to the informational requirements of the Securities Exchange
Act of 1934, as amended, and we are required to file reports, proxy statements
and other information with the Securities and Exchange Commission. Such
reports, proxy statements and other information can be inspected and copied at
the locations described above. Our Securities and Exchange Commission file
number is 000-25323. Copies of these materials can be obtained by mail from the
Public Reference Section of the Securities and Exchange Commission at Judiciary
Plaza, 450 Fifth Street, N.W., Room 1024, Washington, D.C. 20549, at prescribed
rates. Our common stock is listed on the Nasdaq National Market under the
symbol "AMRI."
The Securities and Exchange Commission allows us to incorporate by
reference the information that we file with them. Incorporation by reference
means that we can disclose important information to you by referring you to
other documents that are legally considered to be part of this prospectus, and
later information that we file with the Securities and Exchange Commission will
automatically update and supersede the information in this prospectus and the
documents listed below. We incorporate by reference the specific documents
listed below and any future filings we make with the Securities and Exchange
Commission under Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange
Act of 1934 until all of the shares of common stock offered under this
prospectus are sold.
. Our Annual Report on Form 10-K for the year ended December 31, 1998.
. Our Quarterly Reports on Form 10-Q for the quarters ended March 31,
1999, June 30, 1999 and September 30, 1999.
. Our Current Reports on Form 8-K filed on November 2, 1999, December 23,
1999 and January 4, 2000 and on Form 8-K/A filed on January 5, 2000.
. The description of our common stock contained in our Registration
Statement on Form 8-A filed with the Securities and Exchange Commission
pursuant to the Securities Exchange Act of 1934, and all amendments and
reports updating the description.
YOU MAY REQUEST A COPY OF THESE FILINGS, AND ANY EXHIBITS WE HAVE
SPECIFICALLY INCORPORATED BY REFERENCE AS AN EXHIBIT IN THIS PROSPECTUS, AT NO
COST, BY WRITING OR TELEPHONING US AT THE FOLLOWING ADDRESS: DAVID P. WALDEK,
ALBANY MOLECULAR RESEARCH, INC., 21 CORPORATE CIRCLE, ALBANY, NEW YORK 12203.
TELEPHONE REQUESTS MAY BE DIRECTED TO MR. WALDEK AT (518) 464-0279.
16
<PAGE>
LEGAL MATTERS
Particular legal matters, including the validity of the shares of common
stock offered by this prospectus, will be passed upon for us by Goodwin, Procter
& Hoar LLP, Boston, Massachusetts.
EXPERTS
The consolidated financial statements of Albany Molecular Research, Inc. and
subsidiary as of December 31, 1998 and 1997, and for each of the years in the
three-year period ended December 31, 1998, have been incorporated by reference
herein and in the registration statement in reliance upon the report of KPMG
LLP, independent certified public accountants, incorporated by reference herein,
and upon the authority of said firm as experts in accounting and auditing.
17
<PAGE>
================================================================================
You should rely on the information incorporated by reference or contained in
this prospectus or any supplement. We have not authorized anyone else to
provide you with different or additional information. We are not making an
offer to sell the common stock in any state where the offer is not permitted.
You should not assume that the information in this prospectus or any supplement
is accurate as of any date other than the date on the front of those documents.
------------
TABLE OF CONTENTS
PAGE
----
Prospectus Summary .......................................................... 2
Risk Factors ................................................................ 3
Forward-Looking Statements .................................................. 7
Our Company ................................................................. 8
Registration Rights of the Selling Stockholders ............................. 10
The Selling Stockholders .................................................... 11
No Proceeds to Albany Molecular Research, Inc. .............................. 14
Plan of Distribution ........................................................ 14
About This Prospectus and Where You May Find More Information ............... 16
Legal Matters ............................................................... 17
Experts ..................................................................... 17
660,531 SHARES
ALBANY MOLECULAR
RESEARCH, INC.
COMMON STOCK
------------
PROSPECTUS
------------
MARCH __, 2000
================================================================================
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following table sets forth the estimated fees and expenses payable in
connection with the issuance and distribution of the securities registered
hereby. All amounts except the registration fee are estimated.
Registration fee.........................................................$ 7,480
Legal fees and expenses ................................................. 20,000
Accounting fees and expenses ............................................ 5,000
Miscellaneous ........................................................... 520
------
Total ...................................................................$33,000
All expenses in connection with the issuance and distribution of the
securities being offered shall be borne by Albany Molecular Research, Inc.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
In accordance with Section 145 of the General Corporation Law of the State
of Delaware, the registrant's restated certificate of incorporation provides
that no director of the registrant shall be personally liable to the registrant
or its stockholders for monetary damages for breach of fiduciary duty as a
director, except for liability (a) for any breach of the director's duty of
loyalty to the registrant or its stockholders, (b) for acts or omissions not in
good faith or which involve intentional misconduct or a knowing violation of
law, (c) in respect of certain unlawful dividend payments or stock redemptions
or repurchases, or (d) for any transaction from which the director derived an
improper personal benefit. In addition, the restated certificate of
incorporation provides that if the Delaware General Corporation Law is amended
to authorize the further elimination or limitation of the liability of
directors, then the liability of a director of the registrant shall be
eliminated or limited to the fullest extent permitted by the Delaware General
Corporation Law, as so amended.
The Registrant's amended and restated by-laws provide that the registrant
shall indemnify its directors, officers and, in the discretion of the board of
directors, certain non-officer employees under certain circumstances against
expenses (including attorneys' fees, judgments, fines and amounts paid in
settlement) reasonably incurred in connection with the defense or settlement of
any threatened, pending or completed legal proceeding in which any such person
is involved by reason of the fact that such person is or was a director, officer
or employee of the registrant if such person acted in good faith and in a manner
he or she reasonably believed to be in or not opposed to the best interests of
the registrant, and, with respect to criminal actions or proceedings, if such
person had no reasonable cause to believe his or her conduct was unlawful. The
amended and restated by-laws require the advancement of expenses to directors in
proceedings involving such directors in most circumstances and, at the
discretion of the board of directors, allows the advancement of expenses to
officers or non-officer employees in proceedings involving such officers or non-
officer employees.
The registrant has entered into indemnification agreements with its
directors reflecting the provisions of the amended and restated by-laws.
II-1
<PAGE>
ITEM 16. EXHIBITS.
4.1 Restated Certificate of Incorporation of Albany Molecular
Research, Inc. (incorporated herein by reference to Exhibit 3.2 to
Albany Molecular Research, Inc.'s Annual Report on Form 10-K for
the fiscal year ended December 31, 1998, File No. 000-25323).
4.2 Amended and Restated By-Laws of Albany Molecular Research, Inc.
(incorporated herein by reference to Exhibit 3.1 to Albany
Molecular Research, Inc.'s Annual Report on Form 10-K for the
fiscal year ended December 31, 1998, File No. 000-25323).
*5.1 Opinion of Goodwin, Procter & Hoar LLP as to the legality of the
securities being registered.
*23.1 Consent of KPMG LLP.
23.2 Consent of Goodwin, Procter & Hoar LLP (included in Exhibit 5.1).
24.1 Power of Attorney (included on signature page).
*99.1 Registration Rights Agreement, dated October 19, 1999, by
and among Albany Molecular Research, Inc. and the holders named
therein.
- --------
*Filed herewith
ITEM 17. UNDERTAKINGS.
(a) The undersigned registrant hereby undertakes:
(1) 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 of 1933;
(ii) To reflect in the prospectus any acts 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. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated offering range may
be reflected in the form of prospectus filed with the Commission
pursuant to Rule 424(b) if, in the aggregate, the changes in volume and
price represent no more than a 20 percent change in the maximum
aggregate offering price set forth in the "Calculation of Registration
Fee" table in the effective 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 (a)(1)(i) and (a)(1)(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 with or
furnished to the Commission by the registrant pursuant to Section 13 or
Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, 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; and
(3) 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.
II-2
<PAGE>
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing
of the registrant's annual report pursuant to Section 13(a) or 15(d) of
the Securities Exchange Act of 1934 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 that time shall be deemed to be the initial bona
fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant pursuant to the provision
described under Item 15 above, or otherwise, the registrant has been
advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the
Securities Act of 1933 and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than
the payment by the respective 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 of 1933 and will be governed by the
final adjudication of such issue.
II-3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Albany, the State of New York, on this 2nd day of
March, 2000.
ALBANY MOLECULAR RESEARCH, INC.
By: /s/ Thomas E. D'Ambra, Ph.D.
-----------------------------
Thomas E. D'Ambra, Ph.D.
Chairman and Chief Executive Officer
KNOW ALL BY THESE PRESENTS that each individual whose signature appears
below constitutes and appoints each of Thomas E. D'Ambra, Ph.D. and Donald E.
Kuhla, Ph.D. such person's true and lawful attorney-in-fact and agent with full
power of substitution and resubstitution for such person and in such person's
name, place and stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this Registration Statement (or any
Registration Statement for the same offering that is to be effective upon filing
pursuant to Rule 462(b) under the Securities Act of 1933), and to file the same,
with all exhibits thereto, and all documents in connection therewith, with the
Securities and Exchange Commission, granting unto each said attorney-in-fact and
agent full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as such person might or could do in person, hereby
ratifying and confirming all that any said attorney-in-fact and agent, or any
substitute or substitutes of any of them, may lawfully do or cause to be done by
virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the date indicated.
<TABLE>
<CAPTION>
Signature Title Date
- --------- ----- ----
<S> <C> <C>
/s/ Thomas E. D'Ambra, Ph.D. Chairman of the Board and March 2, 2000
- ------------------------------- Chief Executive Officer
Thomas E. D'Ambra, Ph.D. (Principal Executive Officer)
/s/ Donald E. Kuhla, Ph.D. President, Chief Operating March 2, 2000
- ------------------------------- Officer, Secretary and
Donald E. Kuhla, Ph.D. Director
/s/ David P. Waldek Chief Financial Officer and March 2, 2000
- ------------------------------- Treasurer (Principal Financial
David P. Waldek Officer and Principal
Accounting Officer)
/s/ Chester J. Opalka Vice President, Laboratory March 2, 2000
- ------------------------------- Operations and Director
Chester J. Opalka
/s/ Anthony P. Tartaglia, M.D. Director March 2, 2000
- -------------------------------
Anthony P. Tartaglia, M.D.
/s/ Frank W. Haydu III Director March 2, 2000
- -------------------------------
Frank W. Haydu III
</TABLE>
II-4
<PAGE>
EXHIBIT INDEX
4.1 Restated Certificate of Incorporation of Albany Molecular Research,
Inc. (incorporated herein by reference to Exhibit 3.2 to Albany Molecular
Research, Inc.'s Annual Report on Form 10-K for the fiscal year ended
December 31, 1998, File No. 000-25323).
4.2 Amended and Restated By-Laws of Albany Molecular Research, Inc.
(incorporated herein by reference to Exhibit 3.1 to Albany Molecular
Research, Inc.'s Annual Report on Form 10-K for the fiscal year ended
December 31, 1998, File No. 000-25323).
*5.1 Opinion of Goodwin, Procter & Hoar LLP as to the legality of the
securities being registered.
*23.1 Consent of KPMG LLP.
23.2 Consent of Goodwin, Procter & Hoar LLP (included in Exhibit 5.1).
24.1 Power of Attorney (included on signature page).
*99.1 Registration Rights Agreement, dated October 19, 1999, by and among
Albany Molecular Research, Inc. and the holders named therein.
- --------
* Filed herewith
<PAGE>
EXHIBIT 5.1
March 2, 2000
Albany Molecular Research, Inc.
21 Corporate Circle
Albany, New York 12203
Re: Legality of Securities to be Registered Under
Registration Statement on Form S-3
---------------------------------------------
Ladies and Gentlemen:
This opinion is furnished in connection with the registration statement on
Form S-3 (the "Registration Statement") pursuant to the Securities Act of 1933,
as amended (the "Securities Act"), relating to the registration of the sale of
660,531 shares (the "Shares") of common stock, par value $.01 per share, of
Albany Molecular Research, Inc., a Delaware corporation (the "Company"), for the
respective accounts of certain stockholders of the Company.
In connection with rendering this opinion, we have examined (i) the
Restated Certificate of Incorporation of the Company, as on file with the
Delaware Secretary of State, (ii) the Amended and Restated Bylaws of the
Company, (iii) such records of the corporate proceedings of the Company as we
deemed material, (iv) the Registration Statement and the exhibits thereto, and
(v) such other certificates, receipts, records and documents as we considered
necessary for the purposes of this opinion. In our examination, we have assumed
the genuineness of all signatures, the legal capacity of natural persons, the
authenticity of all documents submitted to us as certified, photostatic or
facsimile copies, the authenticity of the originals of such copies and the
authenticity of telephonic confirmations of public officials and others. As to
facts material to our opinion, we have relied upon certificates or telephonic
confirmations of public officials and certificates, documents, statements and
other information of the Company or representatives or officers thereof.
We are attorneys admitted to practice in The Commonwealth of Massachusetts.
We express no opinion concerning the laws of any jurisdictions other than the
laws of the United States of America and The Commonwealth of Massachusetts and
the Delaware General Corporation Law, and also express no opinion with respect
to the blue sky or securities laws of any state, including Massachusetts and
Delaware.
<PAGE>
Albany Molecular Research, Inc.
March 2, 2000
Page 2
Based upon the foregoing, we are of the opinion that the Shares are validly
issued, fully paid and nonassessable under the Delaware General Corporation Law.
The foregoing assumes that all requisite steps will be taken to comply with
the requirements of the Securities Act and applicable requirements of state laws
regulating the offer and sale of securities.
We hereby consent to being named as counsel to the Company in the
Registration Statement, to the reference therein to our firm under the caption
"Legal Matters" and to the inclusion of this opinion as an exhibit to the
Registration Statement. In giving such consent, we do not thereby admit that we
are in the category of persons whose consent is required under Section 7 of the
Securities Act.
Very truly yours,
/s/ Goodwin, Procter & Hoar LLP
GOODWIN, PROCTER & HOAR LLP
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
The Board of Directors
Albany Molecular Research, Inc.:
We consent to the use of our report incorporated herein by reference and to the
reference to our firm under the heading "Experts" in the prospectus.
/s/ KPMG LLP
Albany, New York
March 1, 2000
<PAGE>
EXHIBIT 99.1
REGISTRATION RIGHTS AGREEMENT
THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement") is entered into as of
October 19, 1999 by and among Albany Molecular Research, Inc., a Delaware
corporation (the "Company"), and each of the stockholders of the Company listed
on Schedule A hereto (each a "Holder" and collectively the "Holders").
----------
WHEREAS, pursuant to an Agreement and Plan of Merger dated as of September
8, 1999 (the "Merger Agreement"), shares of the capital stock of EnzyMed, Inc.,
a Delaware corporation ("EnzyMed"), owned by the Holders will be converted into
shares (the "Shares") of the Company's Common Stock, par value $.01 per share
(the "Common Stock"), issued without registration under the Securities Act of
1933 (the "Securities Act"); and
WHEREAS, the Company has agreed to file a registration statement
registering the resale of the Shares at the Holders' request, subject to the
terms and conditions of this Agreement.
NOW, THEREFORE, in consideration of the mutual promises and agreements set
forth herein, and other valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties hereto hereby agree as follows:
SECTION 1 REGISTRATION.
(a) Prior to January 10, 2000, the Company shall notify in writing (a
"Registration Notice") all of the Holders of Shares then outstanding that it
intends to file a registration statement under the Securities Act for the resale
of their Shares. Each Holder that desires the inclusion of some or all of such
Holder's Shares in such proposed registration shall give the Company written
notice thereof within twenty (20) days after the date of such Registration
Notice. The Company shall use reasonable efforts to file a registration
statement on Form S-3 (a "Registration Statement") under the Securities Act on
or before February 14, 2000, covering the resale by the Holders of all Shares
requested to be included in such Registration Statement pursuant to Rule 415
under the Securities Act from time to time in transactions not involving any
underwritten public offering. The Company shall use commercially reasonable
efforts (i) to cause such Registration Statement to be declared effective by the
Commission for such Shares as soon as practicable thereafter (but not prior to
the date on which the Company shall have publicly released a report including
the combined financial results of the Company and EnzyMed for a period of at
least thirty (30) days of combined operations of the Company and EnzyMed after
the Closing Date (as defined in the Merger Agreement) of the Merger (as defined
in the Merger Agreement)) and (ii) to keep the Registration Statement
continuously effective until the earlier of (x) the date on which all
<PAGE>
Shares included in such Registration Statement have been sold thereunder, (y)
the date that is sixty (60) days after the date on which such Registration
Statement has become effective under the Securities Act or (z) the first
anniversary of the date on which the Shares were issued. The Company may
postpone the filing of any Registration Statement required hereunder for a
reasonable period of time, not to exceed 45 days, if the Company has reasonably
determined in good faith after consultation with outside legal counsel that such
filing would require the disclosure of a material transaction or other matter
and the Company determines reasonably and in good faith that such disclosure
would have a material adverse effect on the Company; provided, however, that the
Company shall use reasonable efforts to disclose such material transaction or
other matter as soon as in its good faith judgment it is prudent to do so.
(b) The Company shall have no obligation under Section 1(a) unless the
Holders satisfy and perform all conditions and obligations to be performed by
them under this Agreement, including but not limited to the covenants contained
in Section 6 hereof.
SECTION 2 REGISTRATION PROCEDURES.
(a) The Company shall notify each Holder of the effectiveness of the
Registration Statement and shall furnish to each Holder such number of copies of
the Registration Statement (including any amendments, supplements and exhibits),
the prospectus contained therein (including each preliminary prospectus), any
documents incorporated by reference in the Registration Statement and such other
documents as any Holder may reasonably request in order to facilitate its sale
of the Shares in the manner described in the Registration Statement.
(b) The Company shall prepare and file with the SEC from time to time
such amendments and supplements to the Registration Statement and prospectus
used in connection therewith as may be necessary to keep the Registration
Statement effective and to comply with the provisions of the Securities Act with
respect to the disposition of all the Shares until the earliest of the dates
provided in Section 1. Upon ten (10) business days' notice, the Company shall
file any supplement or post-effective amendment to the Registration Statement
with respect to any Holder's interests in or plan of distribution of Shares that
is reasonably necessary to permit the sale of such Holder's Shares pursuant to
the Registration Statement and the Company shall file any necessary listing
applications or amendments to the existing applications to cause the shares to
be then quoted on any quotation system on which the Company's Common Stock is
then quoted.
(c) The Company shall promptly notify each Holder of, and confirm in
writing, any request by the SEC for amendments or supplements to the
Registration Statement or the prospectus related thereto or for additional
information. In addition, the Company shall promptly notify each Holder of, and
confirm in writing, the filing of the Registration Statement, any prospectus
supplement related thereto or any post-effective amendment to the Registration
Statement and the effectiveness of any post-effective amendment.
2
<PAGE>
(d) The Company shall promptly notify each Holder, at any time when a
prospectus relating to the Registration Statement is required to be delivered
under the Securities Act, of the happening of any event as a result of which the
prospectus included in the Registration Statement, as then in effect, includes
an untrue statement of a material fact or omits to state any material fact
required to be stated therein or necessary to make the statements therein, in
light of the circumstances under which they were made, not misleading. In such
event and subject to Section 7 of this Agreement, the Company shall prepare and
furnish to each Holder a reasonable number of copies of a supplement to or an
amendment of such prospectus as may be necessary so that, as thereafter
delivered to the purchasers of Shares, such prospectus shall not include an
untrue statement of a material fact or omit to state a material fact required to
be stated therein or necessary to make the statements therein, in light of the
circumstances under which they are made, not misleading.
SECTION 3 STATE SECURITIES LAWS.
Subject to the conditions set forth in this Agreement, the Company shall,
promptly after the filing of the Registration Statement, file such documents as
may be necessary to register or qualify the Shares under the securities or "Blue
Sky" laws of such states as any Holder may reasonably request, and the Company
shall use reasonable efforts to cause such filings to become qualified;
provided, however, that the Company shall not be obligated to qualify as a
- -------- -------
foreign corporation to do business under the laws of any such state in which it
is not then qualified or to file any general consent to service of process in
any such state. Once qualified, the Company shall use reasonable efforts to
keep such filings qualified until the earlier of (a) such time as all of the
Shares have been disposed of in accordance with the intended methods of
disposition by the Holder as set forth in the Registration Statement, (b) in the
case of a particular state, a Holder has notified the Company that it no longer
requires qualified filing in such state in accordance with its original request
for filing, or (c) the date on which the Registration Statement ceases to be
effective with the SEC. The Company shall promptly notify each Holder of, and
confirm in writing, the receipt by the Company of any notification with respect
to the suspension of the qualification of the Shares for sale under the
securities or "Blue Sky" laws of any jurisdiction or the initiation or threat of
any proceeding for such purpose.
SECTION 4 EXPENSES.
The Company shall bear all expenses incurred by it in connection with the
registration of the Shares pursuant to Section 1, except that the Holders shall
be responsible for any brokerage or underwriting commissions and taxes of any
kind (including, without limitation, transfer taxes) with respect to any
disposition, sale or transfer of Shares and for all legal, accounting and other
expenses incurred by them in connection with the Registration Statement.
3
<PAGE>
SECTION 5 INDEMNIFICATION BY THE COMPANY.
The Company agrees to indemnify each of the Holders and their respective
officers, directors, employees, agents, representatives and affiliates, and each
person or entity, if any, that controls a Holder within the meaning of the
Securities Act, and each other person or entity, if any, subject to liability
because of his, her or its connection with a Holder, and any underwriter and any
person who controls the underwriter within the meaning of the Securities Act (an
"Indemnitee") against any and all losses, claims, damages, actions, liabilities,
costs and expenses (including without limitation reasonable attorneys' fees,
expenses and disbursements documented in writing), joint or several, arising out
of or based upon any untrue or alleged untrue statement of material fact
contained in the Registration Statement or any prospectus contained therein, or
any omission or alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein, in light of the
circumstances under which they were made, not misleading, except insofar as and
to the extent that such statement or omission arose out of or was based upon
information regarding the Indemnitee or its plan of distribution which was
furnished to the Company by the Indemnitee for use therein, provided, further
that the Company shall not be liable to any person who participates as an
underwriter in the offering or sale of Shares or any other person, if any, who
controls such underwriter within the meaning of the Securities Act, in any such
case to the extent that any such loss, claim, damage, liability (or action or
proceeding in respect thereof) or expense arises out of or is based upon (i) an
untrue statement or alleged untrue statement or omission or alleged omission
made in such Registration Statement, any such preliminary prospectus, final
prospectus, summary prospectus, amendment or supplement in reliance upon and in
conformity with information furnished to the Company for use in connection with
the Registration Statement or the prospectus contained therein by such
Indemnitee or (ii) such Indemnitee's failure to send or give a copy of the final
prospectus furnished to it by the Company at or prior to the time such action is
required by the Securities Act to the person claiming an untrue statement or
alleged untrue statement or omission or alleged omission if such statement or
omission was corrected in such final prospectus. The obligations of the Company
under this Section 5 shall survive the completion of any offering of Shares
pursuant to a Registration Statement under this Agreement or otherwise and shall
survive the termination of this Agreement.
SECTION 6 COVENANTS OF THE HOLDERS.
Each of the Holders hereby agrees:
(a) to cooperate with the Company and to furnish to the Company all
such information in connection with the preparation of the Registration
Statement and any filings with any state securities commissions as the Company
may reasonably request;
4
<PAGE>
(b) to the extent required by the Securities Act, to deliver or cause
delivery of the prospectus contained in the Registration Statement to any
purchaser of the shares covered by the Registration Statement from such Holder;
(c) to notify the Company of any sale of Shares by such Holder; and
(d) to indemnify the Company, its officers, directors, employees,
agents, representatives and affiliates, and each person, if any, who controls
the Company within the meaning of the Securities Act, and each other person, if
any, subject to liability because of his or her connection with the Company,
against any and all losses, claims, damages, actions, liabilities, costs and
expenses arising out of or based upon (i) any untrue statement or alleged untrue
statement of material fact contained in either the Registration Statement or the
prospectus contained therein, or any omission or alleged omission to state
therein a material fact required to be stated therein or necessary to make the
statements therein, in light of the circumstances under which they were made,
not misleading, if and to the extent that such statement or omission arose out
of or was based upon information regarding such Holder or its plan of
distribution which was furnished to the Company by such Holder for use therein,
or (ii) the failure by such Holder to deliver or cause to be delivered the
prospectus contained in the Registration Statement (as amended or supplemented,
if applicable) furnished by the Company to such Holder to any purchaser of the
shares covered by the Registration Statement from such Holder.
Notwithstanding the foregoing, (i) in no event will any Holder have any
obligation under this Section 6 for amounts the Company pays in settlement of
any such loss, claim, damage, liability or action if such settlement is effected
without the consent of such Holder (which consent shall not be unreasonably
withheld) and (ii) the total amount for which any Holder shall be liable under
this Section 6 shall not in any event exceed the aggregate proceeds received by
him, her or it from the sale of such Holder's Shares in such registration. The
obligations of the Holders under this Section 6 shall survive the completion of
any offering of Shares pursuant to a Registration Statement under this Agreement
or otherwise and shall survive the termination of this Agreement.
SECTION 7 SUSPENSION OF THE REGISTRATION STATEMENT.
(a) The Company shall promptly notify each Holder of, and confirm in
writing, the issuance by the SEC of any stop order suspending the effectiveness
of the Registration Statement or the initiation of any proceedings for that
purpose. The Company shall use reasonable efforts to obtain the withdrawal of
any order suspending the effectiveness of the Registration Statement as soon as
practicable.
(b) Notwithstanding anything to the contrary set forth in this
Agreement, the Company's obligation under this Agreement to use reasonable
efforts to cause the Registration Statement and any filings with any state
securities commission to be made or to become
5
<PAGE>
effective or to amend or supplement the Registration Statement shall be
suspended in the event and during such period pending negotiations relating to,
or consummation of, a transaction or the occurrence of an event that would
require additional disclosure of material information by the Company in the
Registration Statement or such filing (such circumstances being hereinafter
referred to as a "Suspension Event") that would make it impractical or
unadvisable to cause the Registration Statement or such filings to be made or to
become effective or to amend or supplement the Registration Statement, but such
suspension shall continue only for so long as such event or its effect is
continuing but in no event will that suspension exceed ninety (90) days. In the
event any Holder requests registration during a Suspension Event, the Company
shall notify the Holder of the existence of such Suspension Event.
(c) Each holder of Shares whose Shares are covered by the Registration
Statement filed pursuant to Section 1 hereof agrees, if requested by the Company
in the case of a non-underwritten offering (a "Non-underwritten Offering") or if
requested by the managing underwriter or underwriters in an underwritten
offering (an "Underwritten Offering," collectively with Non-underwritten
Offering, the "Offering"), not to effect any public sale or distribution of any
of the securities of the Company of any class included in such Offering,
including a sale pursuant to Rule 144 or Rule 144A under the Securities Act
(except as part of such Offering), during the 15-day period prior to, and during
the 90-day period (or such longer period as may be required by the managing
underwriter or underwriters) beginning on, the date of pricing of each Offering,
to the extent timely notified in writing by the Company or the managing
underwriters. Furthermore, notwithstanding anything to the contrary set forth
in this Agreement, the Company's obligation under this Agreement to use
reasonable efforts to cause the Registration Statement and any filings with any
state securities commission to be made or to become effective or to amend or
supplement the Registration Statement shall be suspended in the event and during
such period as the Company is proceeding with an Underwritten Offering if the
Company is advised by the underwriters that the sale of Shares under a
Registration Statement would have a material adverse effect on the Underwritten
Offering.
SECTION 8 BLACK-OUT PERIOD.
Following the effectiveness of the Registration Statement and the filings
with any state securities commissions, the Holders agree that they will not
effect any sales of the Shares pursuant to the Registration Statement or any
such filings at any time after they have received notice from the Company to
suspend sales (i) as a result of the occurrence or existence of any Suspension
Event, (ii) during any Offering, or (iii) so that the Company may correct or
update the Registration Statement or such filing pursuant to Section 2(c) or
2(d). The Holders may recommence effecting sales of the Shares pursuant to the
Registration Statement or such filings following further notice to such effect
from the Company, which notice shall be given by the Company not later than five
(5) business days after the conclusion of any such Suspension Event or Offering.
6
<PAGE>
SECTION 9 ADDITIONAL SHARES.
The Company, at its option, may register, under any registration statement
and any filings with any state securities commissions filed pursuant to this
Agreement, any number of unissued shares of its common stock or any shares of
its common stock owned by any other shareholder or shareholders of the Company.
SECTION 10 CONTRIBUTION.
If the indemnification provided for in Sections 5 and 6 is unavailable to
an indemnified party with respect to any losses, claims, damages, actions,
liabilities, costs or expenses referred to therein or is insufficient to hold
the indemnified party harmless as contemplated therein, then the indemnifying
party, in lieu of indemnifying such indemnified party, shall contribute to the
amount paid or payable by such indemnified party as a result of such losses,
claims, damages, actions, liabilities, costs or expenses in such proportion as
is appropriate to reflect the relative fault of the Company, on the one hand,
and any Holder or Holders, on the other hand, in connection with the statements
or omissions which resulted in such losses, claims, damages, actions,
liabilities, costs or expenses as well as any other relevant equitable
considerations. The relative fault of the Company, on the one hand, and of the
Holder or Holders, on the other hand, shall be determined by reference to, among
other factors, whether the untrue or alleged untrue statement of a material fact
or omission to state a material fact relates to information supplied by the
Company or by the Holder or Holders and the parties' relative intent, knowledge,
access to information and opportunity to correct or prevent such statement or
omission; provided, however, that in no event shall the obligation of any
-------- -------
indemnifying party to contribute under this Section 10 exceed the amount that
such indemnifying party would have been obligated to pay by way of
indemnification if the indemnification provided for under Sections 5 or 6 hereof
had been available under the circumstances.
The Company and the Holders agree that it would not be just and equitable
if contribution pursuant to this Section 10 were determined by pro rata
allocation or by any other method of allocation that does not take account of
the equitable considerations referred to in the immediately preceding paragraph.
No indemnified party guilty of fraudulent misrepresentation (within the
meaning of Section 11(f) of the Securities Act) shall be entitled to
contribution from any indemnifying party who was not guilty of such fraudulent
misrepresentation.
SECTION 11 NO OTHER OBLIGATION TO REGISTER.
Except as otherwise expressly provided in this Agreement, the Company shall
have no obligation to the Holders to register the Shares under the Securities
Act (including, without limitation, under any agreements entered into between
the Holders and EnzyMed).
7
<PAGE>
SECTION 12 AMENDMENTS AND WAIVERS.
The provisions of this Agreement may not be amended, modified or
supplemented without the prior written consent of each of the Company and
Holders holding in excess of 50% of the Shares that are subject to this
Agreement and the Registration Statement at that time.
SECTION 13 NOTICES.
Except as set forth below, all notices and other communications provided
for or permitted hereunder shall be in writing and shall be deemed to have been
duly given if delivered personally or sent by facsimile, registered or certified
mail (return receipt requested), postage prepaid, or courier or overnight
delivery service to the Company at the following addresses and to the Holder at
the address set forth on his or her signature page to this Agreement (or at such
other address for any party as shall be specified by like notice, provided that
notices of a change of address shall be effective only upon receipt thereof),
and further provided that in case of directions to amend the Registration
Statement pursuant to Section 2(b) or Section 6, a Holder must confirm such
notice in writing by overnight express delivery with confirmation of receipt:
IF TO THE COMPANY: Albany Molecular Research, Inc.
21 Corporate Circle
Albany, New York 12203
Attn: David P. Waldek
Chief Financial Officer
Tel: (518) 464-0279
Fax: (518) 464-0289
With a copy to: Goodwin, Procter & Hoar LLP
Exchange Place
Boston, MA 02109-2881
Attn: Stuart M. Cable, P.C.
Kathryn I. Murtagh, Esq.
Tel: (617) 570-1000
Fax: (617) 523-1231
In addition to the manner of notice permitted above, notices given pursuant to
Sections 1, 7 and 8 hereof may be effected telephonically and confirmed in
writing thereafter in the manner described above.
8
<PAGE>
SECTION 14 SUCCESSORS AND ASSIGNS.
This Agreement shall be binding upon and inure to the benefit of the
successors and assigns of the Company. This Agreement may not be assigned by
any Holder and any attempted assignment hereof by any Holder will be void and of
no effect and shall terminate all obligations of the Company hereunder with
respect to such Holder.
SECTION 15 COUNTERPARTS.
This Agreement may be executed in any number of counterparts and by the
parties hereto in separate counterparts, each of which when so executed shall be
deemed to be an original and all of which taken together shall constitute one
and the same agreement.
SECTION 16 GOVERNING LAW.
This Agreement shall be governed by and construed in accordance with the
laws of the State of Delaware applicable to contracts made and to be performed
wholly within said State.
SECTION 17 SEVERABILITY.
In the event that any one or more of the provisions contained herein, or
the application thereof in any circumstances, is held invalid, illegal or
unenforceable in any respect for any reason, the validity, legality and
enforceability of any such provision in every other respect and of the remaining
provisions contained herein shall not be in any way impaired thereby, it being
intended that all of the rights and privileges of the parties hereto shall be
enforceable to the fullest extent permitted by law.
SECTION 18 ENTIRE AGREEMENT.
This Agreement is intended by the parties as a final expression of their
agreement and intended to be the complete and exclusive statement of the
agreement and understanding of the parties hereto in respect of the subject
matter contained herein. There are no restrictions, promises, warranties or
undertakings, other than those set forth or referred to herein, with respect to
such subject matter. This Agreement supersedes all prior agreements and
understandings between the parties with respect to such subject matter.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
9
<PAGE>
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date first written above.
COMPANY:
ALBANY MOLECULAR RESEARCH, INC.
By: /s/ Thomas E. D'Ambra
-----------------------------
Name: Thomas E. D'Ambra, Ph.D.
Title: Chief Executive Officer
HOLDERS:
SEE SIGNATURE PAGES ATTACHED HERETO
S-1
<PAGE>
ALBANY MOLECULAR RESEARCH, INC.
REGISTRATION RIGHTS AGREEMENT
HOLDER SIGNATURE PAGE
The undersigned hereby becomes a party to this Registration Rights
Agreement by and among the Company and the Holders as of the date set forth
above. The undersigned hereby agrees to all of the provisions of said
Registration Rights Agreement, and agrees that this signature page may be
attached to any counterpart copy of said Registration Rights Agreement.
John M. Arnold
----------------------------------
SIGNATURE OF HOLDERS WHICH ARE INDIVIDUALS: /s/ John M. Arnold
----------------------------------
SIGNATURE OF HOLDERS WHICH ARE ENTITIES: By:
-------------------------------
Name:
Title:
ADDRESS: 404 Sixth Street, Apt. #B4
Coralville, IA 52241
TELEPHONE: (319) 358-0600
FACSIMILE:
[HOLDER SIGNATURE PAGE]
<PAGE>
ALBANY MOLECULAR RESEARCH, INC.
REGISTRATION RIGHTS AGREEMENT
HOLDER SIGNATURE PAGE
The undersigned hereby becomes a party to this Registration Rights
Agreement by and among the Company and the Holders as of the date set forth
above. The undersigned hereby agrees to all of the provisions of said
Registration Rights Agreement, and agrees that this signature page may be
attached to any counterpart copy of said Registration Rights Agreement.
Asset Consulting Group, Inc.
Employees Retirement Savings
Plan & Trust
FBO Leo Catsavis
----------------------------------
SIGNATURE OF HOLDERS WHICH ARE INDIVIDUALS:
----------------------------------
SIGNATURE OF HOLDERS WHICH ARE ENTITIES: By: /s/ Leo Catsavis
-------------------------------
Name: Leo Catsavis
Title: Trustee
ADDRESS: 7700 Bonhomme Avenue, Suite 650
St. Louis, MO 63105
TELEPHONE: (314) 862-4848
FACSIMILE: (314) 862-5967
[HOLDER SIGNATURE PAGE]
<PAGE>
ALBANY MOLECULAR RESEARCH, INC.
REGISTRATION RIGHTS AGREEMENT
HOLDER SIGNATURE PAGE
The undersigned hereby becomes a party to this Registration Rights
Agreement by and among the Company and the Holders as of the date set forth
above. The undersigned hereby agrees to all of the provisions of said
Registration Rights Agreement, and agrees that this signature page may be
attached to any counterpart copy of said Registration Rights Agreement.
Nadezhda Astakhova
----------------------------------
SIGNATURE OF HOLDERS WHICH ARE INDIVIDUALS: /s/ Nadezhda Astakhova
----------------------------------
SIGNATURE OF HOLDERS WHICH ARE ENTITIES: By:
-------------------------------
Name:
Title:
ADDRESS: 709-18th Avenue
Coralville, IA 52241
TELEPHONE: (319) 337-4370
FACSIMILE:
[HOLDER SIGNATURE PAGE]
<PAGE>
ALBANY MOLECULAR RESEARCH, INC.
REGISTRATION RIGHTS AGREEMENT
HOLDER SIGNATURE PAGE
The undersigned hereby becomes a party to this Registration Rights
Agreement by and among the Company and the Holders as of the date set forth
above. The undersigned hereby agrees to all of the provisions of said
Registration Rights Agreement, and agrees that this signature page may be
attached to any counterpart copy of said Registration Rights Agreement.
Remi Barbier
----------------------------------
SIGNATURE OF HOLDERS WHICH ARE INDIVIDUALS: /s/ Remi Barbier
----------------------------------
SIGNATURE OF HOLDERS WHICH ARE ENTITIES: By:
-------------------------------
Name:
Title:
ADDRESS: 1345 Douglas Street
San Francisco, CA 94131
TELEPHONE: (415) 641-1342
FACSIMILE: (415) 641-1342
[HOLDER SIGNATURE PAGE]
<PAGE>
ALBANY MOLECULAR RESEARCH, INC.
REGISTRATION RIGHTS AGREEMENT
HOLDER SIGNATURE PAGE
The undersigned hereby becomes a party to this Registration Rights
Agreement by and among the Company and the Holders as of the date set forth
above. The undersigned hereby agrees to all of the provisions of said
Registration Rights Agreement, and agrees that this signature page may be
attached to any counterpart copy of said Registration Rights Agreement.
The Bohen Foundation
----------------------------------
SIGNATURE OF HOLDERS WHICH ARE INDIVIDUALS:
----------------------------------
SIGNATURE OF HOLDERS WHICH ARE ENTITIES: By: /s/ Frederick B. Henry
-------------------------------
Name: Frederick B. Henry
Title: President
ADDRESS: Frederick B. Henry, President
120 Wooster Street
New York, NY 10012
TELEPHONE: (212) 334-2281
FACSIMILE:
[HOLDER SIGNATURE PAGE]
<PAGE>
ALBANY MOLECULAR RESEARCH, INC.
REGISTRATION RIGHTS AGREEMENT
HOLDER SIGNATURE PAGE
The undersigned hereby becomes a party to this Registration Rights
Agreement by and among the Company and the Holders as of the date set forth
above. The undersigned hereby agrees to all of the provisions of said
Registration Rights Agreement, and agrees that this signature page may be
attached to any counterpart copy of said Registration Rights Agreement.
Henry Brem
----------------------------------
SIGNATURE OF HOLDERS WHICH ARE INDIVIDUALS: /s/ Henry Brem
----------------------------------
SIGNATURE OF HOLDERS WHICH ARE ENTITIES: By:
-------------------------------
Name:
Title:
ADDRESS: 11201 Five Springs Road
Lutherville, MD 21093
TELEPHONE: (410) 614-0477
FACSIMILE: (410) 494-7090
[HOLDER SIGNATURE PAGE]
<PAGE>
ALBANY MOLECULAR RESEARCH, INC.
REGISTRATION RIGHTS AGREEMENT
HOLDER SIGNATURE PAGE
The undersigned hereby becomes a party to this Registration Rights
Agreement by and among the Company and the Holders as of the date set forth
above. The undersigned hereby agrees to all of the provisions of said
Registration Rights Agreement, and agrees that this signature page may be
attached to any counterpart copy of said Registration Rights Agreement.
Gregory D. Brown
----------------------------------
SIGNATURE OF HOLDERS WHICH ARE INDIVIDUALS: /s/ Gregory D. Brown
----------------------------------
SIGNATURE OF HOLDERS WHICH ARE ENTITIES: By:
-------------------------------
Name:
Title:
ADDRESS: 15945 Ridgefield Court
Brookfield, WI 53005
TELEPHONE: (414) 798-6362
FACSIMILE:
[HOLDER SIGNATURE PAGE]
<PAGE>
ALBANY MOLECULAR RESEARCH, INC.
REGISTRATION RIGHTS AGREEMENT
HOLDER SIGNATURE PAGE
The undersigned hereby becomes a party to this Registration Rights
Agreement by and among the Company and the Holders as of the date set forth
above. The undersigned hereby agrees to all of the provisions of said
Registration Rights Agreement, and agrees that this signature page may be
attached to any counterpart copy of said Registration Rights Agreement.
Cheryl Budde
----------------------------------
SIGNATURE OF HOLDERS WHICH ARE INDIVIDUALS: /s/ Cheryl Budde
----------------------------------
SIGNATURE OF HOLDERS WHICH ARE ENTITIES: By:
-------------------------------
Name:
Title:
ADDRESS: 1701 Lynncrest Drive #5
Coralville, IA 52241
TELEPHONE: (319) 339-0947
FACSIMILE:
[HOLDER SIGNATURE PAGE]
<PAGE>
ALBANY MOLECULAR RESEARCH, INC.
REGISTRATION RIGHTS AGREEMENT
HOLDER SIGNATURE PAGE
The undersigned hereby becomes a party to this Registration Rights
Agreement by and among the Company and the Holders as of the date set forth
above. The undersigned hereby agrees to all of the provisions of said
Registration Rights Agreement, and agrees that this signature page may be
attached to any counterpart copy of said Registration Rights Agreement.
Gus Leo Catsavis and
Catherine Christ Catsavis
----------------------------------
SIGNATURE OF HOLDERS WHICH ARE INDIVIDUALS: /s/ Gus Leo Catsavis
----------------------------------
/s/ Catherine Christ Catsavis
----------------------------------
SIGNATURE OF HOLDERS WHICH ARE ENTITIES: By: /s/
-------------------------------
Name:
Title:
ADDRESS: 9225 Ladue Road
St. Louis, MO 63124
TELEPHONE: (314) 862-4848
FACSIMILE: (314) 862-5967
[HOLDER SIGNATURE PAGE]
<PAGE>
ALBANY MOLECULAR RESEARCH, INC.
REGISTRATION RIGHTS AGREEMENT
HOLDER SIGNATURE PAGE
The undersigned hereby becomes a party to this Registration Rights
Agreement by and among the Company and the Holders as of the date set forth
above. The undersigned hereby agrees to all of the provisions of said
Registration Rights Agreement, and agrees that this signature page may be
attached to any counterpart copy of said Registration Rights Agreement.
Jennifer Ann Chaplin
----------------------------------
SIGNATURE OF HOLDERS WHICH ARE INDIVIDUALS: /s/ Jennifer Ann Chaplin
----------------------------------
SIGNATURE OF HOLDERS WHICH ARE ENTITIES: By:
-------------------------------
Name:
Title:
ADDRESS: 2009-20th Avenue Place
Coralville, IA 52241
TELEPHONE: (319) 338-0996
FACSIMILE: (319) 626-5410
[HOLDER SIGNATURE PAGE]
<PAGE>
ALBANY MOLECULAR RESEARCH, INC.
REGISTRATION RIGHTS AGREEMENT
HOLDER SIGNATURE PAGE
The undersigned hereby becomes a party to this Registration Rights
Agreement by and among the Company and the Holders as of the date set forth
above. The undersigned hereby agrees to all of the provisions of said
Registration Rights Agreement, and agrees that this signature page may be
attached to any counterpart copy of said Registration Rights Agreement.
Sharon Chen
----------------------------------
SIGNATURE OF HOLDERS WHICH ARE INDIVIDUALS: /s/ Sharon Chen
----------------------------------
SIGNATURE OF HOLDERS WHICH ARE ENTITIES: By:
-------------------------------
Name:
Title:
ADDRESS: 4120-11th Avenue NE, Apt. B8
Seattle, WA 98105
TELEPHONE: (206) 675-8571
FACSIMILE:
[HOLDER SIGNATURE PAGE]
<PAGE>
ALBANY MOLECULAR RESEARCH, INC.
REGISTRATION RIGHTS AGREEMENT
HOLDER SIGNATURE PAGE
The undersigned hereby becomes a party to this Registration Rights
Agreement by and among the Company and the Holders as of the date set forth
above. The undersigned hereby agrees to all of the provisions of said
Registration Rights Agreement, and agrees that this signature page may be
attached to any counterpart copy of said Registration Rights Agreement.
Hrisostomos and Helen Christ
----------------------------------
SIGNATURE OF HOLDERS WHICH ARE INDIVIDUALS: /s/ Hrisostomos Christ
----------------------------------
/s/ Helen Christ
----------------------------------
SIGNATURE OF HOLDERS WHICH ARE ENTITIES: By:
-------------------------------
Name:
Title:
ADDRESS: 9291 Ladue Road
St. Louis, MO 63124
TELEPHONE: (314) 993-1762
FACSIMILE:
[HOLDER SIGNATURE PAGE]
<PAGE>
ALBANY MOLECULAR RESEARCH, INC.
REGISTRATION RIGHTS AGREEMENT
HOLDER SIGNATURE PAGE
The undersigned hereby becomes a party to this Registration Rights
Agreement by and among the Company and the Holders as of the date set forth
above. The undersigned hereby agrees to all of the provisions of said
Registration Rights Agreement, and agrees that this signature page may be
attached to any counterpart copy of said Registration Rights Agreement.
Douglas S. Clark
----------------------------------
SIGNATURE OF HOLDERS WHICH ARE INDIVIDUALS: /s/ Douglas S. Clark
----------------------------------
SIGNATURE OF HOLDERS WHICH ARE ENTITIES: By:
-------------------------------
Name:
Title:
ADDRESS: 163 Crestview
Orinda, CA 94563
TELEPHONE: (510) 642-2408
FACSIMILE: (925) 254-3202
[HOLDER SIGNATURE PAGE]
<PAGE>
ALBANY MOLECULAR RESEARCH, INC.
REGISTRATION RIGHTS AGREEMENT
HOLDER SIGNATURE PAGE
The undersigned hereby becomes a party to this Registration Rights
Agreement by and among the Company and the Holders as of the date set forth
above. The undersigned hereby agrees to all of the provisions of said
Registration Rights Agreement, and agrees that this signature page may be
attached to any counterpart copy of said Registration Rights Agreement.
Ian Cotterill
----------------------------------
SIGNATURE OF HOLDERS WHICH ARE INDIVIDUALS: /s/ Ian Cotterill
----------------------------------
SIGNATURE OF HOLDERS WHICH ARE ENTITIES: By:
-------------------------------
Name:
Title:
ADDRESS: Scottsdale Apartments
404 Sixth Street, Apt. #A5
Coralville, IA 52241
TELEPHONE: (319) 341-3498
FACSIMILE:
[HOLDER SIGNATURE PAGE]
<PAGE>
ALBANY MOLECULAR RESEARCH, INC.
REGISTRATION RIGHTS AGREEMENT
HOLDER SIGNATURE PAGE
The undersigned hereby becomes a party to this Registration Rights
Agreement by and among the Company and the Holders as of the date set forth
above. The undersigned hereby agrees to all of the provisions of said
Registration Rights Agreement, and agrees that this signature page may be
attached to any counterpart copy of said Registration Rights Agreement.
Bruce Crawford
----------------------------------
SIGNATURE OF HOLDERS WHICH ARE INDIVIDUALS: /s/ Bruce Crawford
----------------------------------
SIGNATURE OF HOLDERS WHICH ARE ENTITIES: By:
-------------------------------
Name:
Title:
ADDRESS: 2711 Sue Lane NW
Cedar Rapids, IA 52405
TELEPHONE: (319) 364-4684
FACSIMILE:
[HOLDER SIGNATURE PAGE]
<PAGE>
ALBANY MOLECULAR RESEARCH, INC.
REGISTRATION RIGHTS AGREEMENT
HOLDER SIGNATURE PAGE
The undersigned hereby becomes a party to this Registration Rights
Agreement by and among the Company and the Holders as of the date set forth
above. The undersigned hereby agrees to all of the provisions of said
Registration Rights Agreement, and agrees that this signature page may be
attached to any counterpart copy of said Registration Rights Agreement.
Edson de Castro
----------------------------------
SIGNATURE OF HOLDERS WHICH ARE INDIVIDUALS: /s/ Edson de Castro
----------------------------------
SIGNATURE OF HOLDERS WHICH ARE ENTITIES: By:
-------------------------------
Name:
Title:
ADDRESS: 21 Gulf Street
Boylston, MA 01505
TELEPHONE: (508) 869-2702
FACSIMILE: (508) 869-2702
[HOLDER SIGNATURE PAGE]
<PAGE>
ALBANY MOLECULAR RESEARCH, INC.
REGISTRATION RIGHTS AGREEMENT
HOLDER SIGNATURE PAGE
The undersigned hereby becomes a party to this Registration Rights
Agreement by and among the Company and the Holders as of the date set forth
above. The undersigned hereby agrees to all of the provisions of said
Registration Rights Agreement, and agrees that this signature page may be
attached to any counterpart copy of said Registration Rights Agreement.
Jonathan S. Dordick
----------------------------------
SIGNATURE OF HOLDERS WHICH ARE INDIVIDUALS: /s/ Jonathan S. Dordick
----------------------------------
SIGNATURE OF HOLDERS WHICH ARE ENTITIES: By:
-------------------------------
Name:
Title:
ADDRESS: 848 Greenthorn Blvd.
Schenectady, NY 12303
TELEPHONE: (518) 276-2899
FACSIMILE:
[HOLDER SIGNATURE PAGE]
<PAGE>
ALBANY MOLECULAR RESEARCH, INC.
REGISTRATION RIGHTS AGREEMENT
HOLDER SIGNATURE PAGE
The undersigned hereby becomes a party to this Registration Rights
Agreement by and among the Company and the Holders as of the date set forth
above. The undersigned hereby agrees to all of the provisions of said
Registration Rights Agreement, and agrees that this signature page may be
attached to any counterpart copy of said Registration Rights Agreement.
Joseph Dunham
----------------------------------
SIGNATURE OF HOLDERS WHICH ARE INDIVIDUALS: /s/ Joseph Dunham
----------------------------------
SIGNATURE OF HOLDERS WHICH ARE ENTITIES: By:
-------------------------------
Name:
Title:
ADDRESS: 405 NE Innsbruck Drive
Ankeny, IA 50021
TELEPHONE: (515) 244-5746
FACSIMILE: (515) 244-2346
[HOLDER SIGNATURE PAGE]
<PAGE>
ALBANY MOLECULAR RESEARCH, INC.
REGISTRATION RIGHTS AGREEMENT
HOLDER SIGNATURE PAGE
The undersigned hereby becomes a party to this Registration Rights
Agreement by and among the Company and the Holders as of the date set forth
above. The undersigned hereby agrees to all of the provisions of said
Registration Rights Agreement, and agrees that this signature page may be
attached to any counterpart copy of said Registration Rights Agreement.
The Edgewater Funds
----------------------------------
Edgewater Private Equity Fund L.P.
by: Gordon Management, Inc., Its
General Partner
SIGNATURE OF HOLDERS WHICH ARE INDIVIDUALS:
----------------------------------
SIGNATURE OF HOLDERS WHICH ARE ENTITIES: By: /s/ James A. Gordon
-------------------------------
Name: James A. Gordon
Title: President
ADDRESS: c/o James A. Gordon
900 N. Michigan Avenue, 14th Floor
Chicago, IL 60611
TELEPHONE: (312) 649-5666
FACSIMILE: (312) 664-8649
[HOLDER SIGNATURE PAGE]
<PAGE>
ALBANY MOLECULAR RESEARCH, INC.
REGISTRATION RIGHTS AGREEMENT
HOLDER SIGNATURE PAGE
The undersigned hereby becomes a party to this Registration Rights
Agreement by and among the Company and the Holders as of the date set forth
above. The undersigned hereby agrees to all of the provisions of said
Registration Rights Agreement, and agrees that this signature page may be
attached to any counterpart copy of said Registration Rights Agreement.
Equity Dynamics, Inc. Profit
Sharing Plan
f/b/o Gregory D. Brown
----------------------------------
SIGNATURE OF HOLDERS WHICH ARE INDIVIDUALS:
----------------------------------
SIGNATURE OF HOLDERS WHICH ARE ENTITIES: By: /s/ Thomas E. Sueppel
-------------------------------
Name: West Des Moines State Bank
Title: First Vice President
ADDRESS: c/o West Des Moines State Bank
1601-22nd Street
West Des Moines, IA 50266
TELEPHONE: (515) 222-2300
FACSIMILE: (515) 222-2357
[HOLDER SIGNATURE PAGE]
<PAGE>
ALBANY MOLECULAR RESEARCH, INC.
REGISTRATION RIGHTS AGREEMENT
HOLDER SIGNATURE PAGE
The undersigned hereby becomes a party to this Registration Rights
Agreement by and among the Company and the Holders as of the date set forth
above. The undersigned hereby agrees to all of the provisions of said
Registration Rights Agreement, and agrees that this signature page may be
attached to any counterpart copy of said Registration Rights Agreement.
Equity Dynamics, Inc. Profit
Sharing Plan
f/b/o Helen Gavin
----------------------------------
SIGNATURE OF HOLDERS WHICH ARE INDIVIDUALS:
----------------------------------
SIGNATURE OF HOLDERS WHICH ARE ENTITIES: By: /s/ Thomas E. Sueppel
-------------------------------
Name: West Des Moines State Bank
Title: First Vice President
ADDRESS: c/o West Des Moines State Bank
1601-22nd Street
West Des Moines, IA 50266
TELEPHONE: (515) 222-2300
FACSIMILE: (515) 222-2357
[HOLDER SIGNATURE PAGE]
<PAGE>
ALBANY MOLECULAR RESEARCH, INC.
REGISTRATION RIGHTS AGREEMENT
HOLDER SIGNATURE PAGE
The undersigned hereby becomes a party to this Registration Rights
Agreement by and among the Company and the Holders as of the date set forth
above. The undersigned hereby agrees to all of the provisions of said
Registration Rights Agreement, and agrees that this signature page may be
attached to any counterpart copy of said Registration Rights Agreement.
Lori R. Fisher
----------------------------------
SIGNATURE OF HOLDERS WHICH ARE INDIVIDUALS: /s/ Lori R. Fisher
----------------------------------
SIGNATURE OF HOLDERS WHICH ARE ENTITIES: By:
-------------------------------
Name:
Title:
ADDRESS: 2971 6th St., SW #23
Cedar Rapids, IA 52404
TELEPHONE: (319) 364-3513
FACSIMILE:
[HOLDER SIGNATURE PAGE]
<PAGE>
ALBANY MOLECULAR RESEARCH, INC.
REGISTRATION RIGHTS AGREEMENT
HOLDER SIGNATURE PAGE
The undersigned hereby becomes a party to this Registration Rights
Agreement by and among the Company and the Holders as of the date set forth
above. The undersigned hereby agrees to all of the provisions of said
Registration Rights Agreement, and agrees that this signature page may be
attached to any counterpart copy of said Registration Rights Agreement.
Martha E. Fleming
----------------------------------
SIGNATURE OF HOLDERS WHICH ARE INDIVIDUALS: /s/ Martha E. Fleming
----------------------------------
SIGNATURE OF HOLDERS WHICH ARE ENTITIES: By:
-------------------------------
Name:
Title:
ADDRESS: 3324 Emerson Avenue
Cedar Rapids, IA 52411
TELEPHONE: (319) 924-9459
FACSIMILE: (319) 294-0026
[HOLDER SIGNATURE PAGE]
<PAGE>
ALBANY MOLECULAR RESEARCH, INC.
REGISTRATION RIGHTS AGREEMENT
HOLDER SIGNATURE PAGE
The undersigned hereby becomes a party to this Registration Rights
Agreement by and among the Company and the Holders as of the date set forth
above. The undersigned hereby agrees to all of the provisions of said
Registration Rights Agreement, and agrees that this signature page may be
attached to any counterpart copy of said Registration Rights Agreement.
Donna L. Ford
----------------------------------
SIGNATURE OF HOLDERS WHICH ARE INDIVIDUALS: /s/ Donna L. Ford
----------------------------------
SIGNATURE OF HOLDERS WHICH ARE ENTITIES: By:
-------------------------------
Name:
Title:
ADDRESS: 611-5th Street
P.O. Box 188
Wellman, IA 52356-0188
TELEPHONE: (319) 646-2255
FACSIMILE:
[HOLDER SIGNATURE PAGE]
<PAGE>
ALBANY MOLECULAR RESEARCH, INC.
REGISTRATION RIGHTS AGREEMENT
HOLDER SIGNATURE PAGE
The undersigned hereby becomes a party to this Registration Rights
Agreement by and among the Company and the Holders as of the date set forth
above. The undersigned hereby agrees to all of the provisions of said
Registration Rights Agreement, and agrees that this signature page may be
attached to any counterpart copy of said Registration Rights Agreement.
J. Wesley Fox
----------------------------------
SIGNATURE OF HOLDERS WHICH ARE INDIVIDUALS: /s/ J. Wesley Fox
----------------------------------
SIGNATURE OF HOLDERS WHICH ARE ENTITIES: By:
-------------------------------
Name:
Title:
ADDRESS: 892 Shoreline Road
Lake Barrington, IL 60010-3887
TELEPHONE: (847) 842-9147
FACSIMILE: (849) 490-6513
[HOLDER SIGNATURE PAGE]
<PAGE>
ALBANY MOLECULAR RESEARCH, INC.
REGISTRATION RIGHTS AGREEMENT
HOLDER SIGNATURE PAGE
The undersigned hereby becomes a party to this Registration Rights
Agreement by and among the Company and the Holders as of the date set forth
above. The undersigned hereby agrees to all of the provisions of said
Registration Rights Agreement, and agrees that this signature page may be
attached to any counterpart copy of said Registration Rights Agreement.
M. Patricia Galligan
----------------------------------
SIGNATURE OF HOLDERS WHICH ARE INDIVIDUALS: /s/ M. Patricia Galligan
----------------------------------
SIGNATURE OF HOLDERS WHICH ARE ENTITIES: By:
-------------------------------
Name:
Title:
ADDRESS: 3930 Grand Avenue, #402
Des Moines, IA 50312
TELEPHONE: (515) 279-6500
FACSIMILE:
[HOLDER SIGNATURE PAGE]
<PAGE>
ALBANY MOLECULAR RESEARCH, INC.
REGISTRATION RIGHTS AGREEMENT
HOLDER SIGNATURE PAGE
The undersigned hereby becomes a party to this Registration Rights
Agreement by and among the Company and the Holders as of the date set forth
above. The undersigned hereby agrees to all of the provisions of said
Registration Rights Agreement, and agrees that this signature page may be
attached to any counterpart copy of said Registration Rights Agreement.
Robert F. Galligan
----------------------------------
SIGNATURE OF HOLDERS WHICH ARE INDIVIDUALS: /s/ Robert F. Galligan
----------------------------------
SIGNATURE OF HOLDERS WHICH ARE ENTITIES: By:
-------------------------------
Name:
Title:
ADDRESS: 3930 Grand Avenue, #402
Des Moines, IA 50312
TELEPHONE: (515) 263-2970
FACSIMILE: (515) 263-6095
[HOLDER SIGNATURE PAGE]
<PAGE>
ALBANY MOLECULAR RESEARCH, INC.
REGISTRATION RIGHTS AGREEMENT
HOLDER SIGNATURE PAGE
The undersigned hereby becomes a party to this Registration Rights
Agreement by and among the Company and the Holders as of the date set forth
above. The undersigned hereby agrees to all of the provisions of said
Registration Rights Agreement, and agrees that this signature page may be
attached to any counterpart copy of said Registration Rights Agreement.
Kurt F. Heiar
----------------------------------
SIGNATURE OF HOLDERS WHICH ARE INDIVIDUALS: /s/ Kurt F. Heiar
----------------------------------
SIGNATURE OF HOLDERS WHICH ARE ENTITIES: By:
-------------------------------
Name:
Title:
ADDRESS: 2130 Chael Drive NE
Salon, IA 52333
TELEPHONE: (319) 644-3413
FACSIMILE: (319) 644-3413
[HOLDER SIGNATURE PAGE]
<PAGE>
ALBANY MOLECULAR RESEARCH, INC.
REGISTRATION RIGHTS AGREEMENT
HOLDER SIGNATURE PAGE
The undersigned hereby becomes a party to this Registration Rights
Agreement by and among the Company and the Holders as of the date set forth
above. The undersigned hereby agrees to all of the provisions of said
Registration Rights Agreement, and agrees that this signature page may be
attached to any counterpart copy of said Registration Rights Agreement.
Xicheng Hu
----------------------------------
SIGNATURE OF HOLDERS WHICH ARE INDIVIDUALS: /s/ Xicheng Hu
----------------------------------
SIGNATURE OF HOLDERS WHICH ARE ENTITIES: By:
-------------------------------
Name:
Title:
ADDRESS: 1010-20th Avenue
Coralville, IA 52241
TELEPHONE: (319) 338-5271
FACSIMILE:
[HOLDER SIGNATURE PAGE]
<PAGE>
ALBANY MOLECULAR RESEARCH, INC.
REGISTRATION RIGHTS AGREEMENT
HOLDER SIGNATURE PAGE
The undersigned hereby becomes a party to this Registration Rights
Agreement by and among the Company and the Holders as of the date set forth
above. The undersigned hereby agrees to all of the provisions of said
Registration Rights Agreement, and agrees that this signature page may be
attached to any counterpart copy of said Registration Rights Agreement.
Iowa Business Development Finance
Corporation
d/b/a Venture Capital Resources
Fund I
----------------------------------
SIGNATURE OF HOLDERS WHICH ARE INDIVIDUALS:
----------------------------------
SIGNATURE OF HOLDERS WHICH ARE ENTITIES: By: /s/ Michael E. Miller
-------------------------------
Name: Michael E. Miller
Title: President
ADDRESS: c/o Stephani Johnson
Mike Miller
MABSCO
400 Locust, Suite 160
Des Moines, IA 50309
TELEPHONE: (515) 246-8646
FACSIMILE: (515) 246-8611
[HOLDER SIGNATURE PAGE]
<PAGE>
ALBANY MOLECULAR RESEARCH, INC.
REGISTRATION RIGHTS AGREEMENT
HOLDER SIGNATURE PAGE
The undersigned hereby becomes a party to this Registration Rights
Agreement by and among the Company and the Holders as of the date set forth
above. The undersigned hereby agrees to all of the provisions of said
Registration Rights Agreement, and agrees that this signature page may be
attached to any counterpart copy of said Registration Rights Agreement.
Iowa Capital Corporation
----------------------------------
SIGNATURE OF HOLDERS WHICH ARE INDIVIDUALS:
----------------------------------
SIGNATURE OF HOLDERS WHICH ARE ENTITIES: By: /s/ Jude Conway
-------------------------------
Name: Jude Conway
Title: Vice President
ADDRESS: c/o Capital Management Associates,
Inc.
c/o Jude Conway
801 Grand, Suite 3500
Des Moines, IA 50309
TELEPHONE: (515) 288-9110
FACSIMILE: (515) 244-7112
[HOLDER SIGNATURE PAGE]
<PAGE>
ALBANY MOLECULAR RESEARCH, INC.
REGISTRATION RIGHTS AGREEMENT
HOLDER SIGNATURE PAGE
The undersigned hereby becomes a party to this Registration Rights
Agreement by and among the Company and the Holders as of the date set forth
above. The undersigned hereby agrees to all of the provisions of said
Registration Rights Agreement, and agrees that this signature page may be
attached to any counterpart copy of said Registration Rights Agreement.
Iowa Farm Bureau Federation
----------------------------------
SIGNATURE OF HOLDERS WHICH ARE INDIVIDUALS:
----------------------------------
SIGNATURE OF HOLDERS WHICH ARE ENTITIES: By: /s/ Stephen M. Morain
-------------------------------
Name: Stephen M. Morain
Title: General Counsel
ADDRESS: c/o Stephen M. Morain
544 University Avenue
West Des Moines, IA 50366
TELEPHONE: (515) 225-5652
FACSIMILE: (515) 225-4686
[HOLDER SIGNATURE PAGE]
<PAGE>
ALBANY MOLECULAR RESEARCH, INC.
REGISTRATION RIGHTS AGREEMENT
HOLDER SIGNATURE PAGE
The undersigned hereby becomes a party to this Registration Rights
Agreement by and among the Company and the Holders as of the date set forth
above. The undersigned hereby agrees to all of the provisions of said
Registration Rights Agreement, and agrees that this signature page may be
attached to any counterpart copy of said Registration Rights Agreement.
Steve H. Kanzer
----------------------------------
SIGNATURE OF HOLDERS WHICH ARE INDIVIDUALS: /s/ Steve H. Kanzer
----------------------------------
SIGNATURE OF HOLDERS WHICH ARE ENTITIES: By:
-------------------------------
Name:
Title:
ADDRESS: P.O. Box 289
Mill Neck, NY 11765-0289
TELEPHONE:
FACSIMILE:
[HOLDER SIGNATURE PAGE]
<PAGE>
ALBANY MOLECULAR RESEARCH, INC.
REGISTRATION RIGHTS AGREEMENT
HOLDER SIGNATURE PAGE
The undersigned hereby becomes a party to this Registration Rights
Agreement by and among the Company and the Holders as of the date set forth
above. The undersigned hereby agrees to all of the provisions of said
Registration Rights Agreement, and agrees that this signature page may be
attached to any counterpart copy of said Registration Rights Agreement.
Matthew Kinley
----------------------------------
SIGNATURE OF HOLDERS WHICH ARE INDIVIDUALS: /s/ Matthew Kinley
----------------------------------
SIGNATURE OF HOLDERS WHICH ARE ENTITIES: By:
-------------------------------
Name:
Title:
ADDRESS: 185-58th Court
West Des Moines, IA 50266
TELEPHONE:
FACSIMILE:
[HOLDER SIGNATURE PAGE]
<PAGE>
ALBANY MOLECULAR RESEARCH, INC.
REGISTRATION RIGHTS AGREEMENT
HOLDER SIGNATURE PAGE
The undersigned hereby becomes a party to this Registration Rights
Agreement by and among the Company and the Holders as of the date set forth
above. The undersigned hereby agrees to all of the provisions of said
Registration Rights Agreement, and agrees that this signature page may be
attached to any counterpart copy of said Registration Rights Agreement.
Thomas Kent Kirk
----------------------------------
SIGNATURE OF HOLDERS WHICH ARE INDIVIDUALS: /s/ Thomas Kent Kirk
----------------------------------
SIGNATURE OF HOLDERS WHICH ARE ENTITIES: By:
-------------------------------
Name:
Title:
ADDRESS: 3145 Timber Lane
Verona, WI 53593
TELEPHONE: (608) 263-9075
FACSIMILE: (608) 845-9631
[HOLDER SIGNATURE PAGE]
<PAGE>
ALBANY MOLECULAR RESEARCH, INC.
REGISTRATION RIGHTS AGREEMENT
HOLDER SIGNATURE PAGE
The undersigned hereby becomes a party to this Registration Rights
Agreement by and among the Company and the Holders as of the date set forth
above. The undersigned hereby agrees to all of the provisions of said
Registration Rights Agreement, and agrees that this signature page may be
attached to any counterpart copy of said Registration Rights Agreement.
Dr. Alexander M. Klibanov
----------------------------------
SIGNATURE OF HOLDERS WHICH ARE INDIVIDUALS: /s/ Dr. Alexander M. Klibanov
----------------------------------
SIGNATURE OF HOLDERS WHICH ARE ENTITIES: By:
-------------------------------
Name:
Title:
ADDRESS: M.I.T. Department of Chemistry
77 Massachusetts Avenue,
Room 56-579
Cambridge, MA 02139
TELEPHONE: (617) 253-3556
FACSIMILE: (617) 252-1609
[HOLDER SIGNATURE PAGE]
<PAGE>
ALBANY MOLECULAR RESEARCH, INC.
REGISTRATION RIGHTS AGREEMENT
HOLDER SIGNATURE PAGE
The undersigned hereby becomes a party to this Registration Rights
Agreement by and among the Company and the Holders as of the date set forth
above. The undersigned hereby agrees to all of the provisions of said
Registration Rights Agreement, and agrees that this signature page may be
attached to any counterpart copy of said Registration Rights Agreement.
John Krstenansky
----------------------------------
SIGNATURE OF HOLDERS WHICH ARE INDIVIDUALS: /s/ John Krstenansky
----------------------------------
SIGNATURE OF HOLDERS WHICH ARE ENTITIES: By:
-------------------------------
Name:
Title:
ADDRESS: 560 Highland Park Avenue
Coralville, IA 52241
TELEPHONE: (319) 356-6325
FACSIMILE:
[HOLDER SIGNATURE PAGE]
<PAGE>
ALBANY MOLECULAR RESEARCH, INC.
REGISTRATION RIGHTS AGREEMENT
HOLDER SIGNATURE PAGE
The undersigned hereby becomes a party to this Registration Rights
Agreement by and among the Company and the Holders as of the date set forth
above. The undersigned hereby agrees to all of the provisions of said
Registration Rights Agreement, and agrees that this signature page may be
attached to any counterpart copy of said Registration Rights Agreement.
Dr. Robert S. Langer
----------------------------------
SIGNATURE OF HOLDERS WHICH ARE INDIVIDUALS: /s/ Dr. Robert S. Langer
----------------------------------
SIGNATURE OF HOLDERS WHICH ARE ENTITIES: By:
-------------------------------
Name:
Title:
ADDRESS: MIT-Bldg. E25, Room 342
77 Massachusetts Avenue
Cambridge, MA 02139
TELEPHONE: (617) 253-3107
FACSIMILE: (617) 258-8827
[HOLDER SIGNATURE PAGE]
<PAGE>
ALBANY MOLECULAR RESEARCH, INC.
REGISTRATION RIGHTS AGREEMENT
HOLDER SIGNATURE PAGE
The undersigned hereby becomes a party to this Registration Rights
Agreement by and among the Company and the Holders as of the date set forth
above. The undersigned hereby agrees to all of the provisions of said
Registration Rights Agreement, and agrees that this signature page may be
attached to any counterpart copy of said Registration Rights Agreement.
Amanda Madjid-Yunus
----------------------------------
SIGNATURE OF HOLDERS WHICH ARE INDIVIDUALS: /s/ Amanda Madjid-Yunus
----------------------------------
SIGNATURE OF HOLDERS WHICH ARE ENTITIES: By:
-------------------------------
Name:
Title:
ADDRESS: 318 Finkbine Lane #11
Iowa City, IA 52246
TELEPHONE: (319) 337-7600
FACSIMILE:
[HOLDER SIGNATURE PAGE]
<PAGE>
ALBANY MOLECULAR RESEARCH, INC.
REGISTRATION RIGHTS AGREEMENT
HOLDER SIGNATURE PAGE
The undersigned hereby becomes a party to this Registration Rights
Agreement by and among the Company and the Holders as of the date set forth
above. The undersigned hereby agrees to all of the provisions of said
Registration Rights Agreement, and agrees that this signature page may be
attached to any counterpart copy of said Registration Rights Agreement.
Luke D. McConeghey
----------------------------------
SIGNATURE OF HOLDERS WHICH ARE INDIVIDUALS: /s/ Luke D. McConeghey
----------------------------------
SIGNATURE OF HOLDERS WHICH ARE ENTITIES: By:
-------------------------------
Name:
Title:
ADDRESS: 2556 Clearwater Court
Iowa City, IA 52246
TELEPHONE: (319) 351-9474
FACSIMILE:
[HOLDER SIGNATURE PAGE]
<PAGE>
ALBANY MOLECULAR RESEARCH, INC.
REGISTRATION RIGHTS AGREEMENT
HOLDER SIGNATURE PAGE
The undersigned hereby becomes a party to this Registration Rights
Agreement by and among the Company and the Holders as of the date set forth
above. The undersigned hereby agrees to all of the provisions of said
Registration Rights Agreement, and agrees that this signature page may be
attached to any counterpart copy of said Registration Rights Agreement.
Peter C. Michels
----------------------------------
SIGNATURE OF HOLDERS WHICH ARE INDIVIDUALS: /s/ Peter C. Michels
----------------------------------
SIGNATURE OF HOLDERS WHICH ARE ENTITIES: By:
-------------------------------
Name:
Title:
ADDRESS: 1227-48th Street
Des Moines, IA 50311
TELEPHONE: (515) 274-2649
FACSIMILE: (515) 277-9545
[HOLDER SIGNATURE PAGE]
<PAGE>
ALBANY MOLECULAR RESEARCH, INC.
REGISTRATION RIGHTS AGREEMENT
HOLDER SIGNATURE PAGE
The undersigned hereby becomes a party to this Registration Rights
Agreement by and among the Company and the Holders as of the date set forth
above. The undersigned hereby agrees to all of the provisions of said
Registration Rights Agreement, and agrees that this signature page may be
attached to any counterpart copy of said Registration Rights Agreement.
Lee Morgan
----------------------------------
SIGNATURE OF HOLDERS WHICH ARE INDIVIDUALS: /s/ Lee Morgan
----------------------------------
SIGNATURE OF HOLDERS WHICH ARE ENTITIES: By:
-------------------------------
Name:
Title:
ADDRESS: 7510 N. Edgewild Drive
Peoria, IL 61614
TELEPHONE: (309) 691-4895
FACSIMILE: (309) 675-6866
[HOLDER SIGNATURE PAGE]
<PAGE>
ALBANY MOLECULAR RESEARCH, INC.
REGISTRATION RIGHTS AGREEMENT
HOLDER SIGNATURE PAGE
The undersigned hereby becomes a party to this Registration Rights
Agreement by and among the Company and the Holders as of the date set forth
above. The undersigned hereby agrees to all of the provisions of said
Registration Rights Agreement, and agrees that this signature page may be
attached to any counterpart copy of said Registration Rights Agreement.
Vadim Mozhaev
----------------------------------
SIGNATURE OF HOLDERS WHICH ARE INDIVIDUALS: /s/ Vadim Mozhaev
----------------------------------
SIGNATURE OF HOLDERS WHICH ARE ENTITIES: By:
-------------------------------
Name:
Title:
ADDRESS: 1974 Jeffrey Street
Iowa City, IA 52246
TELEPHONE: (319) 337-8329
FACSIMILE:
[HOLDER SIGNATURE PAGE]
<PAGE>
ALBANY MOLECULAR RESEARCH, INC.
REGISTRATION RIGHTS AGREEMENT
HOLDER SIGNATURE PAGE
The undersigned hereby becomes a party to this Registration Rights
Agreement by and among the Company and the Holders as of the date set forth
above. The undersigned hereby agrees to all of the provisions of said
Registration Rights Agreement, and agrees that this signature page may be
attached to any counterpart copy of said Registration Rights Agreement.
Mutual Ventures of South Dakota,
Inc.
----------------------------------
SIGNATURE OF HOLDERS WHICH ARE INDIVIDUALS:
----------------------------------
SIGNATURE OF HOLDERS WHICH ARE ENTITIES: By: /s/ Lou Ann Sandburg
-------------------------------
Name: Lou Ann Sandburg, CFA
Title: Vice President--Investments
ADDRESS: c/o Farm Bureau Life Insurance
Company
c/o Stephani Johnson
James W. Joyce
MABSCO
400 Locust, Suite 160
Des Moines, IA 50309
TELEPHONE:
FACSIMILE: (515) 246-8611
[HOLDER SIGNATURE PAGE]
<PAGE>
ALBANY MOLECULAR RESEARCH, INC.
REGISTRATION RIGHTS AGREEMENT
HOLDER SIGNATURE PAGE
The undersigned hereby becomes a party to this Registration Rights
Agreement by and among the Company and the Holders as of the date set forth
above. The undersigned hereby agrees to all of the provisions of said
Registration Rights Agreement, and agrees that this signature page may be
attached to any counterpart copy of said Registration Rights Agreement.
Miguel Muzzio
----------------------------------
SIGNATURE OF HOLDERS WHICH ARE INDIVIDUALS: /s/ Miguel Muzzio
----------------------------------
SIGNATURE OF HOLDERS WHICH ARE ENTITIES: By:
-------------------------------
Name:
Title:
ADDRESS: 406 Mahaska Drive
Iowa City, IA 52246
TELEPHONE: (319) 688-5273
FACSIMILE:
[HOLDER SIGNATURE PAGE]
<PAGE>
ALBANY MOLECULAR RESEARCH, INC.
REGISTRATION RIGHTS AGREEMENT
HOLDER SIGNATURE PAGE
The undersigned hereby becomes a party to this Registration Rights
Agreement by and among the Company and the Holders as of the date set forth
above. The undersigned hereby agrees to all of the provisions of said
Registration Rights Agreement, and agrees that this signature page may be
attached to any counterpart copy of said Registration Rights Agreement.
New Hope Foundation
----------------------------------
SIGNATURE OF HOLDERS WHICH ARE INDIVIDUALS:
----------------------------------
SIGNATURE OF HOLDERS WHICH ARE ENTITIES: By: /s/ David M. Stanley
-------------------------------
Name: David M. Stanley
Title: President
ADDRESS: David M. Stanley, President
2610 Park Avenue
P.O. Box 209
Muscatine, IA 52761
TELEPHONE: (319) 264-8000
FACSIMILE: (319) 264-3363
[HOLDER SIGNATURE PAGE]
<PAGE>
ALBANY MOLECULAR RESEARCH, INC.
REGISTRATION RIGHTS AGREEMENT
HOLDER SIGNATURE PAGE
The undersigned hereby becomes a party to this Registration Rights
Agreement by and among the Company and the Holders as of the date set forth
above. The undersigned hereby agrees to all of the provisions of said
Registration Rights Agreement, and agrees that this signature page may be
attached to any counterpart copy of said Registration Rights Agreement.
Nikos Pagratis
----------------------------------
SIGNATURE OF HOLDERS WHICH ARE INDIVIDUALS: /s/ Nikos Pagratis
----------------------------------
SIGNATURE OF HOLDERS WHICH ARE ENTITIES: By:
-------------------------------
Name:
Title:
ADDRESS: 5813 North Orchard Creek Circle
Boulder, CO 80301
TELEPHONE: (303) 581-9925
FACSIMILE:
[HOLDER SIGNATURE PAGE]
<PAGE>
ALBANY MOLECULAR RESEARCH, INC.
REGISTRATION RIGHTS AGREEMENT
HOLDER SIGNATURE PAGE
The undersigned hereby becomes a party to this Registration Rights
Agreement by and among the Company and the Holders as of the date set forth
above. The undersigned hereby agrees to all of the provisions of said
Registration Rights Agreement, and agrees that this signature page may be
attached to any counterpart copy of said Registration Rights Agreement.
Palace Partnership
----------------------------------
SIGNATURE OF HOLDERS WHICH ARE INDIVIDUALS:
----------------------------------
SIGNATURE OF HOLDERS WHICH ARE ENTITIES: By: /s/ John G. Russon
-------------------------------
Name: John G. Russon
Title: General Partner
ADDRESS: c/o John G. Russon
984 Kings Cove
St. Louis, MO 63017
TELEPHONE: (314) 862-4848
FACSIMILE: (314) 207-9773
[HOLDER SIGNATURE PAGE]
<PAGE>
ALBANY MOLECULAR RESEARCH, INC.
REGISTRATION RIGHTS AGREEMENT
HOLDER SIGNATURE PAGE
The undersigned hereby becomes a party to this Registration Rights
Agreement by and among the Company and the Holders as of the date set forth
above. The undersigned hereby agrees to all of the provisions of said
Registration Rights Agreement, and agrees that this signature page may be
attached to any counterpart copy of said Registration Rights Agreement.
Ann Pappajohn Children's Trust
----------------------------------
SIGNATURE OF HOLDERS WHICH ARE INDIVIDUALS:
----------------------------------
SIGNATURE OF HOLDERS WHICH ARE ENTITIES: By: /s/ John G. Russon
-------------------------------
Name: James P. Largey
Title: Vice President
ADDRESS: c/o Ms. Helen Hendel McCleary
Morgan Bank
9 West 57th Street
New York, NY 10019
TELEPHONE: (212) 464-1926
FACSIMILE: (212) 464-1918
[HOLDER SIGNATURE PAGE]
<PAGE>
ALBANY MOLECULAR RESEARCH, INC.
REGISTRATION RIGHTS AGREEMENT
HOLDER SIGNATURE PAGE
The undersigned hereby becomes a party to this Registration Rights
Agreement by and among the Company and the Holders as of the date set forth
above. The undersigned hereby agrees to all of the provisions of said
Registration Rights Agreement, and agrees that this signature page may be
attached to any counterpart copy of said Registration Rights Agreement.
John Pappajohn
----------------------------------
SIGNATURE OF HOLDERS WHICH ARE INDIVIDUALS: /s/ John Pappajohn
----------------------------------
SIGNATURE OF HOLDERS WHICH ARE ENTITIES: By:
-------------------------------
Name:
Title:
ADDRESS: Equity Dynamics
2116 Financial Center
Des Moines, IA 50309
TELEPHONE: (515) 244-5746
FACSIMILE: (515) 244-2346
[HOLDER SIGNATURE PAGE]
<PAGE>
ALBANY MOLECULAR RESEARCH, INC.
REGISTRATION RIGHTS AGREEMENT
HOLDER SIGNATURE PAGE
The undersigned hereby becomes a party to this Registration Rights
Agreement by and among the Company and the Holders as of the date set forth
above. The undersigned hereby agrees to all of the provisions of said
Registration Rights Agreement, and agrees that this signature page may be
attached to any counterpart copy of said Registration Rights Agreement.
Precor Venture Holdings, L.L.C.
----------------------------------
SIGNATURE OF HOLDERS WHICH ARE INDIVIDUALS:
----------------------------------
SIGNATURE OF HOLDERS WHICH ARE ENTITIES: By: /s/ Nicholas J. Preftakes
-------------------------------
Name: Nicholas J. Preftakes
Title: Manager
ADDRESS: c/o Nicholas J. Preftakes, Manager
600 N. Harvey, Suite 120
Oklahoma City, OK 73116
TELEPHONE: (405) 842-1511
FACSIMILE:
[HOLDER SIGNATURE PAGE]
<PAGE>
ALBANY MOLECULAR RESEARCH, INC.
REGISTRATION RIGHTS AGREEMENT
HOLDER SIGNATURE PAGE
The undersigned hereby becomes a party to this Registration Rights
Agreement by and among the Company and the Holders as of the date set forth
above. The undersigned hereby agrees to all of the provisions of said
Registration Rights Agreement, and agrees that this signature page may be
attached to any counterpart copy of said Registration Rights Agreement.
Joseph Rich
----------------------------------
SIGNATURE OF HOLDERS WHICH ARE INDIVIDUALS: /s/ Joseph Rich
----------------------------------
SIGNATURE OF HOLDERS WHICH ARE ENTITIES: By:
-------------------------------
Name:
Title:
ADDRESS: 12 Oak Park Place NE
Iowa City, IA 52240
TELEPHONE: (319) 354-7671
FACSIMILE:
[HOLDER SIGNATURE PAGE]
<PAGE>
ALBANY MOLECULAR RESEARCH, INC.
REGISTRATION RIGHTS AGREEMENT
HOLDER SIGNATURE PAGE
The undersigned hereby becomes a party to this Registration Rights
Agreement by and among the Company and the Holders as of the date set forth
above. The undersigned hereby agrees to all of the provisions of said
Registration Rights Agreement, and agrees that this signature page may be
attached to any counterpart copy of said Registration Rights Agreement.
Dr. William A. Ryan
----------------------------------
SIGNATURE OF HOLDERS WHICH ARE INDIVIDUALS: /s/ Dr. William A. Ryan
----------------------------------
SIGNATURE OF HOLDERS WHICH ARE ENTITIES: By:
-------------------------------
Name:
Title:
ADDRESS: 345 Bayshore Blvd., Apt. #1507
Tampa, FL 33606
TELEPHONE: (727) 573-8302
FACSIMILE:
[HOLDER SIGNATURE PAGE]
<PAGE>
ALBANY MOLECULAR RESEARCH, INC.
REGISTRATION RIGHTS AGREEMENT
HOLDER SIGNATURE PAGE
The undersigned hereby becomes a party to this Registration Rights
Agreement by and among the Company and the Holders as of the date set forth
above. The undersigned hereby agrees to all of the provisions of said
Registration Rights Agreement, and agrees that this signature page may be
attached to any counterpart copy of said Registration Rights Agreement.
Pamela J. Searby
----------------------------------
SIGNATURE OF HOLDERS WHICH ARE INDIVIDUALS: /s/ Pamela J. Searby
----------------------------------
SIGNATURE OF HOLDERS WHICH ARE ENTITIES: By:
-------------------------------
Name:
Title:
ADDRESS: 547 Emerald Street, Apt. A-26
Iowa City, IA 52246
TELEPHONE: (319) 338-6813
FACSIMILE:
[HOLDER SIGNATURE PAGE]
<PAGE>
ALBANY MOLECULAR RESEARCH, INC.
REGISTRATION RIGHTS AGREEMENT
HOLDER SIGNATURE PAGE
The undersigned hereby becomes a party to this Registration Rights
Agreement by and among the Company and the Holders as of the date set forth
above. The undersigned hereby agrees to all of the provisions of said
Registration Rights Agreement, and agrees that this signature page may be
attached to any counterpart copy of said Registration Rights Agreement.
Jennifer Semelroth
----------------------------------
SIGNATURE OF HOLDERS WHICH ARE INDIVIDUALS: /s/ Jennifer Semelroth
----------------------------------
SIGNATURE OF HOLDERS WHICH ARE ENTITIES: By:
-------------------------------
Name:
Title:
ADDRESS: 400 First Street SE, Suite 400
Cedar Rapids, IA 52401
TELEPHONE: (319) 896-4479
FACSIMILE:
[HOLDER SIGNATURE PAGE]
<PAGE>
ALBANY MOLECULAR RESEARCH, INC.
REGISTRATION RIGHTS AGREEMENT
HOLDER SIGNATURE PAGE
The undersigned hereby becomes a party to this Registration Rights
Agreement by and among the Company and the Holders as of the date set forth
above. The undersigned hereby agrees to all of the provisions of said
Registration Rights Agreement, and agrees that this signature page may be
attached to any counterpart copy of said Registration Rights Agreement.
Tax Education Support Organization
----------------------------------
SIGNATURE OF HOLDERS WHICH ARE INDIVIDUALS:
----------------------------------
SIGNATURE OF HOLDERS WHICH ARE ENTITIES: By: /s/ David M. Stanley
-------------------------------
Name: David M. Stanley
Title: Chairman
ADDRESS: David M. Stanley, Chairman
2610 Park Avenue
P.O. Box 209
Muscatine, IA 52761
TELEPHONE: (319) 264-8000
FACSIMILE: (319) 264-3363
[HOLDER SIGNATURE PAGE]
<PAGE>
ALBANY MOLECULAR RESEARCH, INC.
REGISTRATION RIGHTS AGREEMENT
HOLDER SIGNATURE PAGE
The undersigned hereby becomes a party to this Registration Rights
Agreement by and among the Company and the Holders as of the date set forth
above. The undersigned hereby agrees to all of the provisions of said
Registration Rights Agreement, and agrees that this signature page may be
attached to any counterpart copy of said Registration Rights Agreement.
Thebes Ltd.
----------------------------------
SIGNATURE OF HOLDERS WHICH ARE INDIVIDUALS:
----------------------------------
SIGNATURE OF HOLDERS WHICH ARE ENTITIES: By: /s/ Mary Pappajohn
-------------------------------
Name: Mary Pappajohn
Title:
ADDRESS: Mary Pappajohn
2116 Financial Center
Des Moines, IA 50309
TELEPHONE: (515) 244-5746
FACSIMILE: (515) 244-2346
[HOLDER SIGNATURE PAGE]
<PAGE>
ALBANY MOLECULAR RESEARCH, INC.
REGISTRATION RIGHTS AGREEMENT
HOLDER SIGNATURE PAGE
The undersigned hereby becomes a party to this Registration Rights
Agreement by and among the Company and the Holders as of the date set forth
above. The undersigned hereby agrees to all of the provisions of said
Registration Rights Agreement, and agrees that this signature page may be
attached to any counterpart copy of said Registration Rights Agreement.
University of Iowa Research
Foundation
----------------------------------
SIGNATURE OF HOLDERS WHICH ARE INDIVIDUALS:
----------------------------------
SIGNATURE OF HOLDERS WHICH ARE ENTITIES: By: /s/ W. Bruce Wheaton
-------------------------------
Name: W. Bruce Wheaton
Title: Executive Director and
Secretary
ADDRESS: Attn: Bruce Wheaton, Ph.D.
Executive Director
Oakdale Research Campus
100 Oakdale Campus #241 TIC
Iowa City, IA 52242-4000
TELEPHONE: (319) 335-4063
FACSIMILE: (310) 335-4489
[HOLDER SIGNATURE PAGE]
<PAGE>
ALBANY MOLECULAR RESEARCH, INC.
REGISTRATION RIGHTS AGREEMENT
HOLDER SIGNATURE PAGE
The undersigned hereby becomes a party to this Registration Rights
Agreement by and among the Company and the Holders as of the date set forth
above. The undersigned hereby agrees to all of the provisions of said
Registration Rights Agreement, and agrees that this signature page may be
attached to any counterpart copy of said Registration Rights Agreement.
Alexander Usyatinsky
----------------------------------
SIGNATURE OF HOLDERS WHICH ARE INDIVIDUALS: /s/ Alexander Usyatinsky
----------------------------------
SIGNATURE OF HOLDERS WHICH ARE ENTITIES: By:
-------------------------------
Name:
Title:
ADDRESS: 709-18th Avenue
Coralville, IA 52241
TELEPHONE: (319) 337-4370
FACSIMILE:
[HOLDER SIGNATURE PAGE]
<PAGE>
ALBANY MOLECULAR RESEARCH, INC.
REGISTRATION RIGHTS AGREEMENT
HOLDER SIGNATURE PAGE
The undersigned hereby becomes a party to this Registration Rights
Agreement by and among the Company and the Holders as of the date set forth
above. The undersigned hereby agrees to all of the provisions of said
Registration Rights Agreement, and agrees that this signature page may be
attached to any counterpart copy of said Registration Rights Agreement.
Venturetek, L.P.
----------------------------------
SIGNATURE OF HOLDERS WHICH ARE INDIVIDUALS:
----------------------------------
SIGNATURE OF HOLDERS WHICH ARE ENTITIES: By: /s/ David Selengut
-------------------------------
Name: David Selengut
Title: General Partner
ADDRESS: David Selengut, General Partner
c/o Ellenoff, Grossman and Schole
370 Lexington Avenue
New York, NY 10017
TELEPHONE: (212) 370-1300
FACSIMILE: (212) 370-7889
[HOLDER SIGNATURE PAGE]
<PAGE>
ALBANY MOLECULAR RESEARCH, INC.
REGISTRATION RIGHTS AGREEMENT
HOLDER SIGNATURE PAGE
The undersigned hereby becomes a party to this Registration Rights
Agreement by and among the Company and the Holders as of the date set forth
above. The undersigned hereby agrees to all of the provisions of said
Registration Rights Agreement, and agrees that this signature page may be
attached to any counterpart copy of said Registration Rights Agreement.
West Bank Custodian
f/b/o James S. Cownie IRA
----------------------------------
SIGNATURE OF HOLDERS WHICH ARE INDIVIDUALS:
----------------------------------
SIGNATURE OF HOLDERS WHICH ARE ENTITIES: By: /s/ Alice Jensen
-------------------------------
Name: Alice Jensen
Title: 1st Vice President and
Trust Officer
ADDRESS: Attn: Alice Jensen
1601-22nd Street
West Des Moines, IA 50265
TELEPHONE: (515) 222-2332
FACSIMILE: (515) 222-2346
[HOLDER SIGNATURE PAGE]
<PAGE>
ALBANY MOLECULAR RESEARCH, INC.
REGISTRATION RIGHTS AGREEMENT
HOLDER SIGNATURE PAGE
The undersigned hereby becomes a party to this Registration Rights
Agreement by and among the Company and the Holders as of the date set forth
above. The undersigned hereby agrees to all of the provisions of said
Registration Rights Agreement, and agrees that this signature page may be
attached to any counterpart copy of said Registration Rights Agreement.
Herbert A. and Janice A. Wilson
----------------------------------
SIGNATURE OF HOLDERS WHICH ARE INDIVIDUALS: /s/ Herbert A. Wilson
----------------------------------
/s/ Janice A. Wilson
----------------------------------
SIGNATURE OF HOLDERS WHICH ARE ENTITIES: By:
-------------------------------
Name:
Title:
ADDRESS: 1800 Country Club Drive
Coralville, IA 52241
TELEPHONE: (319) 354-1451
FACSIMILE:
[HOLDER SIGNATURE PAGE]
<PAGE>
ALBANY MOLECULAR RESEARCH, INC.
REGISTRATION RIGHTS AGREEMENT
HOLDER SIGNATURE PAGE
The undersigned hereby becomes a party to this Registration Rights
Agreement by and among the Company and the Holders as of the date set forth
above. The undersigned hereby agrees to all of the provisions of said
Registration Rights Agreement, and agrees that this signature page may be
attached to any counterpart copy of said Registration Rights Agreement.
Eric Zirbes
----------------------------------
SIGNATURE OF HOLDERS WHICH ARE INDIVIDUALS: /s/ Eric Zirbes
----------------------------------
SIGNATURE OF HOLDERS WHICH ARE ENTITIES: By:
-------------------------------
Name:
Title:
ADDRESS: 922-23rd Avenue, Unit J
Coralville, IA 52241
TELEPHONE: (319) 338-9669
FACSIMILE:
[HOLDER SIGNATURE PAGE]
