<PAGE> 1
Registration No.
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
----------------
CAMBREX CORPORATION
(Exact name of issuer as specified in its charter)
DELAWARE 22-2476135
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
ONE MEADOWLANDS PLAZA
EAST RUTHERFORD, NEW JERSEY 07073
(Address of Principal Executive Offices
including Zip Code)
CAMBREX CORPORATION 1996 PERFORMANCE STOCK OPTION PLAN
(Full title of the Plan)
PETER E. THAUER, ESQ.
VICE PRESIDENT - LAW AND ENVIRONMENT,
GENERAL COUNSEL AND SECRETARY
CAMBREX CORPORATION
ONE MEADOWLANDS PLAZA
EAST RUTHERFORD, NEW JERSEY 07073
(201) 804-3000
(Address of Principal Executive Offices)
(Name, address and telephone number of agent for service)
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<PAGE> 2
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
================================================================================
Proposed
Maximum Proposed
Title of Offering Maximum
securities Price Aggregate Amount of
to be Amount to be Per Offering registration
registered registered(1) Share Price fee
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock
par value $.10
per share.... 1,500,000 shares (2) $53,625,000(2) $16,250.00
================================================================================
</TABLE>
(1) To be issued upon the exercise of stock options pursuant to the Cambrex
Corporation 1996 Performance Stock Option Plan (the "Plan"). This
Registration Statement also covers 1,500,000 Rights to purchase Series
E Junior Participating Cumulative Preferred Stock (the "Rights") which
are appurtenant to and trade with the Common Stock. Such additional
undeterminable number of shares as may be distributed by the operation
of the recapitalization provisions of the Plan is hereby also
registered.
(2) Computed pursuant to Rules 457(c) and 457(h) of the Securities Act
solely for the purpose of determining the registrant fee, based upon an
assumed price of $35.75 per share, the average of the high and low
sales prices of Cambrex Corporation Common Stock on February 14, 1997,
as reported on the American Stock Exchange.
<PAGE> 3
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
Incorporated by reference in this Registration Statement are
the following documents heretofore filed by Cambrex Corporation (the "Company")
with the Securities and Exchange Commission pursuant to the Securities Exchange
Act of 1934, as amended (the "Exchange Act"):
(a) The Company's latest annual report filed pursuant to
Section 13(a) or 15(d) of the Exchange Act;
(b) All other reports filed by the Company or the Plan
pursuant to Section 13(a) or 15(d) of the Exchange
Act since the end of the fiscal year covered by the
annual report referred to in (a) above;
(c) The description of the Common Stock, par value $.10
per share (the "Common Stock") contained in a
registration statement filed under the Exchange Act,
including any amendment or report filed for the
purpose of updating such description; and
(d) The description of the Rights which is contained in a
Form 8-K report filed under the Exchange Act,
including any amendment or report filed for the
purpose of updating such description.
All documents subsequently filed by the Company or the Plan
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the
filing of a post-effective amendment indicating that all securities offered
hereby have
<PAGE> 4
been sold or which deregisters all such securities then remaining unsold, shall
be deemed to be incorporated by reference in this Registration Statement and to
be part hereof from the dates of filing of such documents.
Item 4. Description of Securities
Not applicable.
Item 5. Interests of Named Experts and Counsel
None.
Item 6. Indemnification of Directors and Officers
The Certificate of Incorporation and By-Laws of the registrant
require the registrant to indemnify directors and officers against expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement in
connection with specified actions, suits or proceedings, whether civil,
criminal, administrative or investigative (other than an action by or in the
right of the corporation, a "derivative action") if they acted in good faith and
in manner they reasonably believed to be in or not opposed to the best interests
of the registrant, and, with respect to any criminal action or proceeding, had
no reasonable cause to believe their conduct was unlawful. A similar standard of
care is applicable in the case of derivative actions, except that
indemnification only extends to expenses (including attorneys' fees) incurred in
connection with defense or settlement of such an action. Moreover, the Delaware
General Corporation Law requires court approval before there can be any
indemnification in the case of derivative actions where the person seeking
indemnification has been found liable to the registrant.
The Company has an insurance policy expiring on May 31, 1997
with National Union Fire Insurance Company of
2
<PAGE> 5
Pittsburgh, Pa., Division of AIG insuring directors and officers against certain
liabilities they may incur. This policy contains standard reimbursement
provisions to an aggregate limit of $10,000,000.00 for all directors and/or
officers and a deductible of $150,000.00 for expenses reimbursable to the
directors and/or officers by the Company. The policy contains various reporting
requirements and exclusions.
Item 7. Exemption from Registration Claimed
Not applicable.
Item 8. Exhibits
<TABLE>
<CAPTION>
Exhibits Description of Exhibit
- -------- ----------------------
<S> <C>
4.1 Restated Certificate of Incorporation (incorporated by
reference to Exhibit 3(a) to the Registrant's Registration
Statement under the Securities Act of 1933 (Registration No.
33-16419)).
4.2 By-laws of the Registrant (incorporated by reference to
Exhibit 4.2 to the Registrant's Registration Statement under
the Securities Act of 1933 (Registration No. 33-37791)).
4.3 Form of Certificate for shares of Common Stock of Registrant
(incorporated by reference to Exhibit 4(a) to the Registrant's
Registration Statement under the Securities Act of 1933
(Registration No. 33-16419)).
4.4 Loan Agreement dated September 21, 1994 by and among the
Registrant, NBD Bank, N.A., United Jersey Bank, National
Westminster Bank NJ, Wachovia Bank of Georgia, N.A., BHF-Bank,
The
</TABLE>
3
<PAGE> 6
<TABLE>
<S> <C>
First National Bank of Boston, Chemical Bank New Jersey, N.A.,
and National City Bank (incorporated by reference to
Registrant's Current Report on Form 8-K dated October 26,
1994).
4.5 Rights Agreement, dated as of June 5, 1996, between Cambrex
Corporation and American Stock Transfer & Trust Company,
Rights Agent (incorporated by reference to Registrant's
Current Report on Form 8-K dated June 12, 1996).
4.6 Cambrex Corporation 1996 Performance Stock Option Plan (filed
herewith).
5 Opinion of Peter E. Thauer, General Counsel of Cambrex
Corporation (filed herewith).
23.1 Consent of Coopers & Lybrand L.L.P. (filed herewith).
23.2 Consent of Peter E. Thauer, General Counsel of Cambrex
Corporation (included in Exhibit 5).
24. Powers of Attorney (filed herewith).
</TABLE>
Item 9. Undertakings
(a) Rule 415 Offering. 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, unless the information is
contained in periodic reports filed by the Registrant pursuant
to Section 13 or 15(d) of the Exchange Act that are
incorporated by reference in the Registration Statement;
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<PAGE> 7
(ii) To reflect in the Prospectus any facts or
events arising after the effective date of the Registration
Statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in the
Registration Statement, unless the information is contained in
periodic reports filed by the Registrant pursuant to Section
13 or 15(d) of the Exchange Act that are incorporated by
reference in the Registration Statement;
(iii) To include any material information with
respect to the plan of distribution not previously disclosed
in the Registration Statement or any material change in such
information in the Registration Statement.
(2) That, for the purpose of determining any liability under
the Securities Act, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof; 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.
(b) Subsequent Exchange Act Documents. The undersigned
Registrant hereby undertakes that, for purposes of determining any liability
under the Securities Act, each filing of the Registrant's annual report pursuant
to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable,
each filing of an employee benefit plan's annual report pursuant to Section
15(d) of the Exchange Act) that is incorporated by reference in the Registration
Statement shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such
5
<PAGE> 8
securities at the time shall be deemed to be the initial bona fide offering
thereof.
(c) Indemnification. Insofar as indemnification for
liabilities arising under the Securities Act may be permitted to directors,
officers and controlling persons of the Registrant pursuant to the foregoing
provisions, 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 and is, therefore, unenforceable. In
the event that a claim for indemnification against such liabilities (other than
the payment by the Registrant of expenses incurred or paid by a director,
officer or controlling person of the Registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the Registrant will,
unless in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.
6
<PAGE> 9
SIGNATURES
The Registrant. 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-8 and has duly caused
this registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of East Rutherford, State of New Jersey
on the 6th day of February 1997.
CAMBREX CORPORATION
By: *
-----------------------
Cyril C. Baldwin, Jr.
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933,
this registration statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signatures Title Date
- ---------- ----- ----
<S> <C> <C>
* Chairman of the Board February 6, 1997
- --------------------------- of Directors
Cyril C. Baldwin, Jr.
* Executive Vice February 6, 1997
- --------------------------- President-Finance,
Peter Tracey Principal Financial
Officer and Principal
Accounting Officer
* Director February 6, 1997
- ---------------------------
Rosina B. Dixon, M.D.
</TABLE>
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<PAGE> 10
<TABLE>
<CAPTION>
Signatures Title Date
- ---------- ----- ----
<S> <C> <C>
* Director February 6, 1997
- ---------------------------
Francis X. Dwyer
* Director February 6, 1997
- ---------------------------
George J.W. Goodman
* Director February 6, 1997
- ---------------------------
Kathryn Rudie Harrigan, PhD
* Director February 6, 1997
- ---------------------------
Leon J. Hendrix, Jr.
* Director February 6, 1997
- ---------------------------
Ilan Kaufthal
* Director February 6, 1997
- ---------------------------
Robert LeBuhn
* Director February 6, 1997
- ---------------------------
James A. Mack
* Director February 6, 1997
- ---------------------------
Dean P. Phypers
*By: /s/ Peter E. Thauer Vice President -
---------------------- Law & Environment
Attorney-in-Fact General Counsel &
Peter E. Thauer Secretary
</TABLE>
8
<PAGE> 11
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Sequentially Description Numbered
Exhibit No. of Exhibit Pages
<S> <C> <C>
4.1 Restated Certificate of
Incorporation (incorporated
by reference to Exhibit 3(a)
to the Registrant's
Registration Statement under
the Securities Act of 1933
(Registration No. 33-
16419)).
4.2 By-laws of the Registrant
(incorporated by reference
to Exhibit 4.2 to the
Registrant's Registration
Statement under the
Securities Act of 1933
(Registration No.
33-37791)).
4.3 Form of Certificate for
shares of Common Stock of
Registrant (incorporated by
reference to Exhibit 4(a) to
the Registrant's
Registration Statement under
the Securities Act of 1933
(Registration No. 33-
16419)).
</TABLE>
9
<PAGE> 12
<TABLE>
<CAPTION>
Sequentially Description Numbered
Exhibit No. of Exhibit Pages
<S> <C> <C>
4.4 Loan Agreement dated
September 21, 1994 by and
among the Registrant, NBD
Bank, N.A., United Jersey
Bank, National Westminster
Bank NJ, Wachovia Bank of
Georgia, N.A., BHF-Bank, The
First National Bank of
Boston, Chemical Bank New
Jersey, N.A., and National
City Bank (incorporated by
reference to Registrant's
Current Report on Form 8-K
dated October 26, 1994).
4.5 Rights Agreement, dated as
of June 5, 1996, between
Cambrex Corporation and
American Stock Transfer &
Trust Company, Rights Agent
(incorporated by reference
to Registrant's Current
Report on Form 8-K dated
June 12, 1996).
4.6 Cambrex Corporation 1996
Performance Stock Option
Plan (filed herewith).
5 Opinion of Peter E. Thauer,
General Counsel of Cambrex
Corporation (filed
herewith).
23.1 Consent of Coopers & Lybrand
L.L.P. (filed herewith).
23.2 Consent of Peter E. Thauer,
General Counsel of Cambrex
Corporation
(included in Exhibit 5).
</TABLE>
10
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<TABLE>
<CAPTION>
Sequentially Description Numbered
Exhibit No. of Exhibit Pages
<S> <C> <C>
24 Powers of Attorney (filed
herewith).
</TABLE>
11
<PAGE> 1
Exhibit 4.6
CAMBREX CORPORATION
1996 PERFORMANCE STOCK OPTION PLAN
1. PURPOSE
The Plan is intended to expand and improve the profitability and
prosperity of Cambrex Corporation for the benefit of its Stockholders by
permitting the Corporation to grant to its directors and key employees Options
to purchase shares of the Corporation's Stock. These awards are intended to
provide additional incentive to such personnel by offering them a greater stake
in the Corporation's continued success. The Plan is also intended as a means of
reinforcing the commonality of interest between the Corporation's stockholders
and its directors, officers and other key employees, and as an aid in attracting
and retaining directors and key employees of outstanding abilities and
specialized skills.
2. DEFINITIONS
For Plan purposes, except where the context otherwise indicates, the
following terms shall have the meanings which follow:
(a) "Agreement" shall mean a written agreement (including any amendment
or supplement thereto) between the Corporation and a Participant which specifies
the terms and conditions of an Award granted to such Participant.
(b) "Award" shall mean a Stock Option granted to a Participant.
(c) "Beneficiary" shall mean the person or persons who shall receive,
if the Participant dies, any Option exercise rights.
(d) "Board" shall mean the Board of Directors of the Corporation.
<PAGE> 2
(e) "Change in Control" shall mean the occurrence of any of the
following events:
(i) the acquisition (other than from the Corporation) by any
person, entity or "group" (within the meaning of Section 13
(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934 (the
"Exchange Act") but excluding for this purpose the Corporation
or its subsidiaries or any employee benefit plan of the
Corporation or its subsidiaries which acquires beneficial
ownership of voting securities of the Corporation) of
"beneficial ownership" (within the meaning of Rule 13d-3
promulgated under the Exchange Act) of twenty percent (20%) or
more of either the then outstanding shares of Stock or the
combined voting power of the Corporation's then outstanding
voting securities entitled to vote generally in the election
of directors; or
(ii) individuals who, as of the date hereof, constitute the
Board of Directors of the Corporation (the "Board" and as of
the date hereof the "Incumbent Board") cease for any reason to
constitute at least a majority of the Board; provided that any
person becoming a member of the Board subsequent to the date
hereof whose election or nomination for election by the
Corporation's stockholders (other than an election or
nomination of an individual whose initial assumption of office
is in connection with an actual or threatened election contest
relating to the election of the directors of the Corporation,
as such terms are used in Rule 14a-11 of Regulation 14A
promulgated under the Exchange Act) was approved by a vote of
at least a majority of the directors then comprising the
Incumbent Board shall be, for purposes of this Agreement,
considered a member of the Incumbent Board; or
(iii) approval by the stockholders of the Corporation of
either a reorganization, or merger, or consolidation, with
respect to which persons who were the stockholders of the
Corporation immediately prior
2
<PAGE> 3
to such reorganization, merger or consolidation do not,
immediately thereafter, own more than fifty percent (50%) of
the combined voting power entitled to vote generally in the
election of directors of the reorganized, merged or
consolidated entity's then outstanding voting securities, or a
liquidation or dissolution of the Corporation, or the sale of
all or substantially all of the assets of the Corporation; or
(iv) any other event or series of events which is determined
by a majority of the Incumbent Board to constitute a Change of
Control for the purposes of the Plan.
(f) "Change in Control Price" shall mean the highest price per share
paid or offered in any bona fide transaction related to a Change in Control, as
determined by the Committee, except that, in the case of Incentive Stock
Options, such price shall be the Fair Market Value on the date on which the cash
out described in Paragraph 10(a) occurs.
(g) "Code" shall mean the Internal Revenue Code of 1986, as it may be
amended from time to time, and the rules and regulations promulgated thereunder.
(h) "Committee" shall mean the Compensation Committee, or such other
Committee of the Board, which shall be designated by the Board to administer the
Plan. The Committee shall be composed of two or more persons as from time to
time are appointed to serve by the Board with respect to awards to employees.
Each member of the Committee, while serving as such, shall also be a member of
the Board, and shall be a disinterested person within the meaning of Rule 16b-3
of the Exchange Act .
(i) "Common Stock" shall mean the Class A Common Stock of the
Corporation having a par value of $0.10 per share.
(j) "Corporation" shall mean Cambrex Corporation, a Delaware
corporation.
3
<PAGE> 4
(k) "Employee" shall mean any person who is employed on a full time
basis by the Corporation or any Subsidiary corporation of the Corporation,
including a person who is also a member of the Board, and who is compensated, at
least in part, on a regular salary basis.
(l) "Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended.
(m) "Exercise Price" shall mean the price for which a Participant may
exercise his Stock Option to purchase a stated number of shares of Common Stock,
established pursuant to Paragraph 6(a) of the Plan.
(n) "Fair Market Value" shall mean with respect to any given day, the
average of the mean between the highest and lowest reported sales prices on the
principal national stock exchange on which the Common Stock is traded, or if
such exchange was closed on such day or, if it was open but the Common Stock was
not traded on such day, then on the next preceding day that the Common Stock was
traded on such exchange, as reported by such responsible reporting service as
the Committee may select.
(o) "Incentive Stock Option" shall mean a Stock Option which is
intended to meet and comply with the terms and conditions for an "incentive
stock option" as set forth in Section 422 of the Code.
(p) "Non-Employee Director" shall mean a member of the Board who is not
an employee of the Corporation or any Subsidiary.
(q) "Participant" shall mean a Non-Employee Director or Employee who is
granted an Award under the Plan.
(r) "Plan" shall mean the Cambrex Corporation 1996 Performance Stock
Option Plan as set forth herein and as amended from time to time.
(s) "Stock Option" or "Option" shall mean a right, including an
Incentive Stock Option and a "Nonqualified" Stock
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<PAGE> 5
Option which does not meet the requirements of Section 422 of the Code, to
purchase a stated number of shares of Common Stock subject to such terms and
conditions as are set forth in an Agreement and the Plan. Also included in this
definition are any other forms of tax "qualified" stock options which may be
incorporated and defined in the Code as it may from time to time be amended.
(t) "Subsidiary Corporation" or "Subsidiary" shall mean any corporation
which is a subsidiary corporation of the Corporation as defined in Section
424(f) of the Code.
3. ADMINISTRATION
(a) The Committee shall administer the Plan and, accordingly, it shall
have full power to grant Awards, construe and interpret the Plan, establish
rules and regulations and perform all other acts it believes reasonable and
proper, including the authority to delegate responsibilities to others to assist
in administering the Plan.
(b) The determination of those Employees eligible to receive Awards,
and the amount, type and timing of each Award shall rest in the sole discretion
of the Committee, subject to the provisions of the Plan.
(c) Notwithstanding the foregoing, the Plan shall be administered such
that any Non-Employee Director participating in the Plan shall continue to be
deemed to be a "disinterested person" under Rule 16b-3 of the Exchange Act, as
such Rule is in effect on the effective date of the Plan and as it may be
subsequently amended, for purposes of such Director's ability to serve on any
committee charged with administering any of the Corporation's stock based plans
for executive officers intended to qualify for exemptive relief available under
Rule 16b-3.
4. COMMON STOCK LIMITS
The total number of shares of Common Stock which may be issued on
exercise of Stock Options shall not exceed 1,000,000 shares, subject to
adjustment in accordance with Paragraph 9 of
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<PAGE> 6
the Plan. No Participant shall be granted Options to purchase more than 100,000
shares of Common Stock in any twelve month period. Shares issued under the Plan
may be, in whole or in part, as determined by the Committee, authorized but
unissued or reacquired shares of Common Stock. If any Option granted under the
Plan shall expire or terminate without having been exercised, the shares subject
to such Option shall be available for use under the Plan.
5. ELIGIBILITY FOR PARTICIPATION
(a) Consistent with Plan objectives, eligibility to become a
Participant in the Plan and receive Awards shall be limited to Non-Employee
Directors and key Employees.
(b) No Incentive Stock Option shall be granted to an Employee
ineligible at the time to receive such an Option because of owning more than 10%
of the Common Stock in accordance with the provisions of Section 422(b)(6) of
the Code, unless the Option meets the requirements of Section 422(c)(6).
6. STOCK OPTIONS - TERMS AND CONDITIONS
All Stock Options granted under the Plan shall be evidenced by
Agreements which shall be subject to applicable provisions of the Plan, and such
other provisions as the Committee may adopt, including the following provisions:
(a) Price: The Exercise Price per share shall not be less than 100% of
the Fair Market Value of a share of Common Stock on the date of Award.
(b) Period: Except as provided in Paragraph 6(f) below, the Committee
may establish the term of any Option awarded under the Plan, provided, however,
that an Option shall expire no later than ten (10) years from the date of Award.
(c) Time of Exercise: Subject to the provisions of Paragraph 10 below,
the Committee shall establish installment exercise terms in Awards to Employees
based on the Company's
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<PAGE> 7
publicly traded share price, and may establish installment exercise terms based
on the passage of time or otherwise, such that the Option becomes fully
exercisable in a series of cumulating portions. The Committee may also establish
other conditions of exercise as it shall determine and may accelerate the
exercisability of any Option granted to an Employee under the Plan.
(d) Exercise: An Option, or portion thereof, shall be exercised by
delivery of a written notice of exercise to the Corporation and payment of the
full price of the shares being exercised. Payment may be made: (i) in United
States dollars in cash or by check, bank draft or money order payable to the
order of the Corporation, or (ii) through the delivery of shares of Common Stock
which have been held by a Participant for at least six months with a value equal
to the Option Price, provided that the use by an Employee (but not a
Non-Employee Director) of previously acquired shares shall be subject to the
approval of the Committee, or (iii) by a combination of both (i) and (ii) above.
The Committee shall determine acceptable methods for tendering Common Stock as
payment upon exercise of an Option and may impose such limitations and
prohibitions on the use of Common Stock to exercise an Option as it deems
appropriate. A Participant shall not have any of the rights or privileges of a
holder of Common Stock until such time as shares of Common Stock are issued or
transferred to the Participant.
(e) Special Rules for Incentive Stock Options: Notwithstanding any
other provision of the Plan, in the case of any Incentive Stock Option granted
under the Plan, the following provisions will apply:
(i) The aggregate Fair Market Value (determined at the time
the Option is granted) of the shares of stock with respect to which Incentive
Stock Options are exercisable for the first time by a Participant under the Plan
or any other plan of the Corporation or any Subsidiary or any corporation which
is a parent corporation (as defined in Section 424(e) of the Code) of the
Corporation, in any calendar year, shall not exceed $100,000 (or such other
individual employee maximum as may be in effect
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<PAGE> 8
from time to time under the Code at the time the Incentive Stock Option is
awarded).
(ii) Any Participant who disposes of shares of Common Stock
acquired on the exercise of an Incentive Stock Option by sale or exchange either
(A) within two years after the date of the grant of the Option under which the
stock was acquired or (B) within one year after the acquisition of such shares
shall notify the Corporation of such disposition and of the amount realized upon
such disposition.
(f) Special Rules for Grants to Non-Employee Directors: Notwithstanding
any other provision of the Plan, grants to Non-Employee Directors shall be made
pursuant to the following provisions:
(i) On the date of the first meeting of the Board after each
Annual Meeting of Stockholders of the Company occurring during the term of this
Plan, each Non-Employee Director shall receive an award of Non-qualified Options
to purchase 500 shares of Common Stock;
(ii) All options granted to Non-Employee Directors pursuant to
paragraph (i) shall have an exercise price equal to the fair market value of the
Common Stock on the date of grant, a term of ten years, and shall become
exercisable, subject to the provisions of the Plan, six months after the grant
date; and
(iii) Non-Employee Directors shall not be eligible for any
grants under the Plan other than those provided for in paragraph (i) above.
(g) Proceeds on Exercise: The proceeds of the sale of the Common Stock
subject to Option are to be added to the general funds of the Corporation and
used for its corporate purposes.
7. TERMINATION OF EMPLOYMENT
(a) In the event a Participant (other than a Non-Employee Director)
shall cease to be employed by the Corporation or any Subsidiary while he is
holding one or more Options, each
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outstanding Option, or any portion thereof, which is exercisable on the date of
such termination shall expire at the earlier of the expiration of its term or
the following:
(i) one year, in the case of a "non-qualified" Stock Option,
and three months, in the case of an Incentive Stock Option, after termination
due to normal retirement, late retirement or earlier retirement with Committee
consent, under a formal plan or policy of the Corporation;
(ii) one year after termination due to disability
within the meaning of Section 22(e)(3) of the Code as determined
by the Committee;
(iii) one year after the Participant's death; or
(iv) coincident with the date of termination if due to any
other reason, except as and to the extent that the Committee may determine
otherwise. In the event of death within the up to three month or one year period
set forth in clause (i) above, as appropriate, after normal or early retirement
while any portion of the Option remains exercisable, the Committee in its
discretion may provide for an extension of the exercise period of up to one year
after the Participant's death but not beyond the expiration of the term of the
Option.
(b) For the purposes of this Section, it shall not be considered a
termination of employment when a Participant is placed by the Corporation or any
Subsidiary on a military or sick leave or such other type of leave of absence
which is considered as continuing intact the employment relationship of the
Participant. In the case of such leave of absence the employment relationship
shall be continued until the later of the date when such leave equals ninety
(90) days or the date when the Participant's right to reemployment with the
Corporation or such Subsidiary shall no longer be guaranteed either by statute
or contract.
Unless otherwise determined by the Committee, any portion of an Option
held by a Participant (other than a Non-Employee
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<PAGE> 10
Director) that is not exercisable on the date such Participant's employment
terminates shall expire as of such termination date.
8. TERMINATION OF SERVICE AS DIRECTOR
(a) In the event a Director shall cease to serve as a Director of the
Corporation while he or she is holding one or more Options, each outstanding
Option which is exercisable as of the date of such termination shall expire at
the earlier of the expiration of its term or the following:
(i) one year after termination of service due to retirement
under a mandatory retirement policy of the Board as may be in effect on
the date of such termination of service;
(ii) one year after termination of service due to
disability within the meaning of Section 22(e) (3) of the
Code;
(iii) one year after termination of service due to the
Director's death; or
(iv) coincident with the date service terminates for
any other reason.
(b) Any Options which have not become exercisable as of the date a
Director ceases to serve as a Director of the Corporation shall terminate as of
such date.
9. ADJUSTMENTS
In the event that a stock dividend, stock split or other subdivision,
recapitalization, reorganization, merger, consolidation or change in the shares
of Common Stock, extraordinary cash dividend, spin-off or other similar event
affects the Common Stock, then if the Committee shall determine in its sole
discretion that such change equitably requires an adjustment in the number or
kind of shares which may be awarded under the Plan or in the number or kind of
shares covered by any
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outstanding Options, and/or in such Option's Exercise Price, such adjustments
shall be made by the Committee and shall be conclusive and binding upon eligible
Participants and for all purposes of the Plan.
10. CHANGE IN CONTROL
(a) Accelerated Vesting and Payment. Subject to the provisions of
Paragraph 10(b) below, in the event of a Change in Control, each Option
(including an Option held by a Non-Employee Director) whether or not currently
exercisable shall promptly be canceled in exchange for a payment in cash of an
amount equal to the excess of the Change of Control Price over the Exercise
Price for such Option.
(b) Alternative Awards. Notwithstanding Paragraph 10(a), no
cancellation and cash settlement shall occur with respect to any Award or class
of Awards if the Committee reasonably determines in good faith prior to the
occurrence of a Change of Control that such Award or class of Awards shall be
honored or assumed, or new rights substituted therefor (such honored, assumed or
substituted award hereinafter called an "Alternative Award") by a Participant's
employer (or the parent or a subsidiary of such employer) immediately following
the Change of Control, provided that any such Alternative Award must:
(i) be based on stock which is traded on an established
securities market, or which will be so traded within 60 days following the
Change of Control;
(ii) provide such Participant (or each Participant in a class
of Participants) with rights and entitlements substantially equivalent to or
better than the rights and entitlements applicable under such Award;
(iii) have substantially equivalent economic value to such
Award (determined by the Committee as constituted immediately prior to the
Change in Control, in its sole discretion, promptly after a Change in Control);
and
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(iv) have terms and conditions which provide that following a
Change of Control, any conditions on a Participant's rights under, or any
restrictions or conditions on transfer or exercisability applicable to each such
Award, shall be waived or lapse as the case may be.
11. AMENDMENT AND TERMINATION OF PLAN
(a) The Board, without further approval of the Stockholders, may at any
time, and from time to time, suspend or terminate the Plan in whole or in part
or amend it from time to time in such respects as the Board may deem appropriate
and in the best interests of the Corporation; provided, however, that no such
amendment shall be made, without approval of the Stockholders, which would:
(i) materially modify the eligibility requirements for
Participants;
(ii) increase the total number of shares of Common Stock which
may be issued pursuant to Stock Options, except as is provided
for in accordance with Paragraph 9 under the Plan;
(iii) decrease the minimum Exercise Price per share;
(iv) extend the period for granting Stock Options.
(b) No amendment may be made to Paragraph 6(f) or any other provision
of the Plan relating to Options granted to or held by Non-Employee Directors
within six months of the last date on which any such provision was amended.
(c) No amendment, suspension or termination of this Plan shall, without
the Participant's consent, alter or impair any of the rights or obligations
under any Award theretofore granted to her or him under the Plan.
(d) The Board may amend the Plan, subject to the limitations cited
above, in such manner as it deems necessary to
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permit the granting of Stock Options meeting the requirements of future
amendments or issued regulations, if any, to the Code.
12. GOVERNMENT AND OTHER REGULATIONS
The granting of Stock Options under the Plan and the obligation of the
Corporation to issue, or transfer and deliver shares for Stock Options exercised
under the Plan shall be subject to all applicable laws, regulations, rules and
orders which shall then be in effect.
13. UNFUNDED PLAN
The Plan, insofar as it provides for payments, shall be unfunded and
the Corporation shall not be required to segregate any assets which may at any
time be subject to Awards under the Plan. Any liability of the Corporation to
any person with respect to any Award under this Plan shall be based solely upon
any contractual obligations which may be created by Agreements reflecting grants
or Awards under this Plan.
14. MISCELLANEOUS PROVISIONS
(a) Rights to Continued Employment: No person shall have any claim or
right to be granted an Award under the Plan, and the grant of an Award under the
Plan shall not be construed as giving any Participant the right to be retained
in the employ of the Corporation or any Subsidiary corporation of the
Corporation and the Corporation expressly reserves the right at any time to
dismiss a Participant with or without cause, free from any liability, or any
claim under the Plan, except as provided herein or in an Agreement or a
Certificate.
(b) Rights to Serve as a Director: This Plan shall not impose any
obligation on the Company to retain any individual as a Non-Employee Director
nor shall it impose any obligation on the part of any Non-Employee Director to
remain as a director of the Company, provided that each Non-Employee Director by
accepting each award under the Plan shall represent to the Company that it is
his good faith intention to continue to serve as a director of
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the Company until its next annual meeting of stockholders and that he agrees to
do so unless a change in circumstances arises.
(c) No obligation to exercise Option: The granting of an Option shall
impose no obligation upon the Participant to exercise such Option.
(d) Who Shall Exercise: During a Participant's lifetime, Options may be
exercised only by the Participant except as provided by the Plan or as otherwise
specified by the Committee in the case of Options which are not Incentive Stock
Options.
(e) Non-Transferability: Except by will or the laws of descent and
distribution, no right or interest of any Participant in the Plan or in any
Award shall be assignable or transferable and no right or interest of any
Participant shall be liable for, or subject to, any lien, obligation or
liability of such Participant.
(f) Withholding Taxes: The Corporation may require a payment to cover
applicable withholding for income and employment taxes in the event of the
exercise of a Stock Option. At any time when a Participant is required to pay to
the Corporation an amount required to be withheld under applicable income tax
laws in connection with the exercise of a Stock Option, the Participant may
satisfy this obligation in whole or in part by electing (the "Election") to have
the Corporation withhold shares of Common Stock having a value equal to the
amount required to be withheld. The value of the shares to be withheld shall be
equal to the Fair Market Value of the Common Stock, as determined on the date
that the amount of tax to be withheld shall be determined (the "Tax Date"). Each
Election must be made prior to the Tax Date pursuant to such rules as the
Committee shall establish. The Committee may disapprove of any Election or may
suspend or terminate the right to make Elections. An Election is irrevocable.
(g) Plan Expenses: Any expenses of administering this Plan shall be
borne by the Corporation.
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(h) Legal Considerations: The Corporation shall not be required to
issue shares of Common Stock under the Plan until all applicable legal, listing
or registration requirements, as determined by legal counsel, have been
satisfied, including, if necessary, appropriate written representations from
Participants.
(i) Other Plans: Nothing contained herein shall prevent the Corporation
from establishing other incentive and benefit plans in which Participants in the
Plan may also participate.
(j) No Warranty of Tax Effect: Except as may be contained in any
Agreement, no opinion shall be deemed to be expressed or warranties made as to
the effect for foreign, federal, state or local tax purposes of any Awards.
(k) Construction of Plan: The validity, construction, interpretation,
administration and effect of the Plan and of its rules and regulations, and
rights relating to the Plan, shall be determined in accordance with the laws of
the State of Delaware.
15. STOCKHOLDER APPROVAL AND EFFECTIVE DATES
This Plan shall become operative and in effect on such date as it shall
be approved by the stockholders of the Corporation. No Option shall be granted
hereunder after the expiration of ten years following the date of adoption of
the Plan by the Board of Directors.
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Exhibit 5
[Cambrex Letterhead]
February 6, 1997
Cambrex Corporation
One Meadowlands Plaza
East Rutherford, New Jersey 07073
Dear Sirs:
As General Counsel of Cambrex Corporation, a Delaware corporation (the
"Company"), I have participated in the preparation of the Registration Statement
on Form S-8 (the "Registration Statement") to be filed under the Securities Act
of 1933 (the "Act") relating to 1,500,000 shares of the Company's common stock,
par value $.10 per share (the "Common Stock"), to be issued pursuant to the
Cambrex Corporation's 1996 Performance Stock Option Plan (the "Plan").
I am familiar with the written documents which comprise the Plan, and in
rendering the opinion expressed below, I have examined and am relying on
originals, or copies certified or otherwise identified to my satisfaction, of
such other corporate records, documents, certificates or other instruments, as
in my judgment are necessary or appropriate as a basis for such opinion. In
rendering such opinion, I have also assumed that the exercise price of options
to be granted pursuant to the Plan will not be less than the par value of the
Common Stock subject thereto.
Based on the foregoing, I am of the opinion that authorized but previously
unissued shares of Common stock which may be issued by the Company pursuant to
the Plan have been duly authorized and when issued in accordance with the terms
of the Plan will be validly issued, fully paid and non-assessable.
I hereby consent to the filing of this opinion as an exhibit to the Company's
Registration Statement. In giving such consent, I do not thereby admit that I am
within the category of persons whose consent is required under Section 7 of the
Act or the rules and regulations of the Securities and Exchange Commission
thereunder.
Very truly yours,
/s/ Peter E. Thauer
Peter E. Thauer, Esq.
<PAGE> 1
Exhibit 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the Registration Statement on
Form S-8 of our report dated January 19, 1996, on our audits of the consolidated
financial statements and consolidated financial statement schedules of Cambrex
Corporation (the "Company") as of December 31, 1995 and 1994, and for each of
the three years in the period ended December 31, 1995, which report is included
in the Company's Annual Report on Form 10-K.
/s/ Coopers & Lybrand L.L.P.
Parsippany, New Jersey
February 18, 1997
<PAGE> 1
Exhibit 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each undersigned does hereby
make, constitute and appoint James A. Mack, Peter Tracey and Peter E. Thauer,
and each of the, with full power to act without the other, his or her true and
lawful attorney-in-fact and agent, in his or her name, place and stead to
execute on his or her behalf, as an officer and/or director of Cambrex
Corporation (the "Company"), the Registration Statement of the Company common
stock, par value $.10 ("Common Stock"), in connection with the Cambrex
Corporation 1996 Performance Stock Option Plan and any and all amendments
(including post-effective amendments) to the Registration Statement, and file
the same with all exhibits thereto and other documents in connection therewith,
with the Securities and Exchange Commission (the "SEC") pursuant to the
Securities Act of 1933 (the "Act"), and any and all other instruments which
either of said attorneys-in-fact and agents deem necessary or advisable to
enable the Company to comply with the Act, the rules, regulations and
requirements of the SEC in respect thereof, and the securities or Blue Sky laws
of any State or other governmental subdivision, giving and granting to each of
said attorneys-in-fact and agents full power and authority to do and perform
each and every act and thing whatsoever necessary or appropriate to be done in
and about the premises as fully to all intents as he or she might or could do it
personally present at the doing thereof, with full power of substitution and
resubstitution, hereby ratifying and confirming all that his or her said
attorney-in-fact and agents or substitutes may or shall lawfully do or cause to
be done by virtue hereof.
IN WITNESS WHEREOF, each undersigned has hereunto set his hand
on the date indicated below:
/s/ James A.Mack Chief Executive Officer and Director
- ------------------------------ (Principal Executive Officer)
James A. Mack
/s/ Peter Tracey Executive Vice President and Chief Financial
- ------------------------------ Officer (Principal Financial and Accounting
Peter Tracey Officer)
/s/ Cyril C. Baldwin, Jr. Director
- ------------------------------
Cyril C. Baldwin, Jr.
/s/ Rosina B. Dixon Director
- ------------------------------
Rosina B. Dixon
/s/ George J.W. Goodman Director
- ------------------------------
George J.W. Goodman
/s/ Leon J. Hendrix, Jr. Director
- ------------------------------
Leon J. Hendrix, Jr.
/s/ Robert LeBuhn Director
- ------------------------------
Robert LeBuhn
/s/ Francis X. Dwyer Director
- ------------------------------
Francis X. Dwyer
/s/ Kathryn R. Harrigan Director
- ------------------------------
Kathryn R. Harrigan
/s/ IIan Kaufthal Director
- ------------------------------
IIan Kaufthal
/s/ Dean P. Phypers Director
- ------------------------------
Dean P. Phypers
Dated: January 23, 1997
