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CONFORMED
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report: August 15, 1996
Date of earliest
event reported: June 20, 1996
Cambrex Corporation
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(Exact name of registrant as specified in its charter)
<TABLE>
<CAPTION>
Delaware 1-10638 22-2476135
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<S> <C> <C>
(State or other jurisdiction of (Commission File Number) (IRS Employer
incorporation) Identification No.)
</TABLE>
One Meadowlands Plaza
East Rutherford, New Jersey 07073
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(Address of principal executive offices) (Zip Code)
(201) 804-3000
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(Registrant's telephone number, including area code)
None
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(Former name or address, if changed since last report)
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ITEM 5. OTHER EVENTS
On June 20, 1996, the Board of Directors of Cambrex Corporation. (the
"Company") approved a three-for-two split of the Company's Common Stock, $.10
par value (the "Common Stock"), in the form of a 50% stock dividend. On July 24,
1996, the stock split was effected by the distribution to stockholders of record
as of the close of business on July 8, 1996 (the "record date") of one
additional share of Common Stock for each two shares issued and outstanding as
of the close of business on the record date.
In connection with the stock slit and pursuant to the anti-dilution
provisions of the Rights Agreement, dated as of June 5, 1996 between the Company
and American Stock Transfer & Trust Company, as Rights Agent (the "Rights
Agreement"), on June 20, 1996 the Board of Directors approved a 50% increase in
the number of Rights to Purchase Series E Junior Participating Cumulative
Preferred Stock (the "Rights") outstanding under the Rights Agreement and a
one-third decrease in the Purchase Price (as defined in the Rights Agreement)
from $174 to $116 for each one one-hundredth of a share of Series E Junior
Participating Cumulative Preferred Stock purchasable upon exercise of each Right
outstanding. In addition, in connection with the stock split, pursuant to the
anti-dilution provisions of the Company's option plans, the Board of Directors
increased the number of shares reserved for issuance upon exercise of options
granted under such plans by 50% and increased the number of shares each
outstanding option granted pursuant to such plans may be exercised for by 50%.
The Board of Directors also reduced the exercise price per share with respect to
each such option outstanding as of the close of business on July 24, 1996 under
each such plan by one-third.
ITEM 7. EXHIBITS
1. Rights Agreement between the Company and American Stock
Transfer & Trust Company, Rights Agent, dated as of June
5, 1996 (incorporated herein by reference to Exhibit 1 to
the Company's Form 8-A, filed with the Commission on June
12, 1996).
2. Press Release issued by the Company on June 20, 1996.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
CAMBREX CORPORATION
(Registrant)
By /s/ Peter Tracey
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Peter Tracey
Vice President
(On behalf of the Registrant and
as the Registrant's Principal
Financial Officer
DATE: August 15, 1996
2
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EXHIBIT INDEX
Exhibit No. Description
1. Rights Agreement between the Registrant and American Stock Transfer
& Trust Company, Rights Agent, dated as of June 5, 1996
(incorporated herein by reference to Exhibit 1 to the Company's
Form 8-A filed with the Commission on June 12, 1996).
2. Press Release issued by the Company on June 20, 1996.
3
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EXHIBIT 2
CAMBREX CORPORATION ANNOUNCES STOCK SPLIT
East Rutherford, NJ -- June 21, 1996 - Cambrex Corporation (AMEX:CBM),
announced that its Board of Directors have authorized a 3 for 2 stock split for
holders as of July 8, 1996. Shareholders of record as of that day will receive a
dividend of one new share for each two shares held, payable on July 24, 1996.
They further indicated their intent to maintain the annual dividend at 20 cents
per share after the split.
Jim Mack, Cambrex CEO commented, "These actions reflect our continued
confidence in the company's future and our commitment to maximizing stockholder
value."
Cambrex Corporation manufactures specialty and fine chemicals. The
Company's five major product categories are: Pharmaceutical Bulk Actives,
Pharmaceutical Intermediates, Organic Intermediates, Performance Enhancers, and
Polymer Systems.
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