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FORM 8-A
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
20549
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
CAMBREX CORPORATION
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(Exact name of registrant as specified in its charter)
DELAWARE 22-2476135
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(State of incorporation or organization) (I.R.S. Employer
Identification No.)
One Meadowlands Plaza, East Rutherford, New Jersey 07073
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(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
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Common Stock Purchase Rights NEW YORK STOCK EXCHANGE
with respect to Common Stock
$0.10 par value
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Securities to be registered pursuant to Section 12(g) of the Act:
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(Title of class)
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(Title of class)
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Item 1. Description of Registrant's Securities to be Registered.
On May 23, 1996, the Board of Directors of Cambrex Corporation (the "Company" or
"Registrant") declared a dividend distribution of one Preferred Share Purchase
Right (the "Right") for each outstanding share of Common Stock of the Company.
The distribution was as of June 10, 1996, to stockholders of record on that
date. Each Right entitles the registered holder to purchase from the Company one
one-hundredth share of Series E Junior Participating Cumulative Preferred Stock,
par value $1.00 per share (the "Preferred Stock"), at a Purchase Price per
share. The description and terms of the Rights are set forth in a Rights
Agreement between the Company and American Stock Transfer and Trust Company, as
Rights Agent.
Until the close of business on the Distribution Date, which will occur
on the earlier of (i) the tenth business day after the Stock Acquisition Time,
or (ii) the tenth business day, or such specified or unspecified later date as
may be determined by action of the Board of Directors of the Company, after the
date of the commencement of a tender or exchange offer which would result in the
ownership of 15% or more of the outstanding Common Stock of the Company, the
Rights will be transferred with, and only with, the Common Stock. Until the
Distribution Date, new certificates issued for Common Stock after June 10, 1996,
will contain a legend incorporating the Rights Agreement by reference, and the
surrender for transfer of any of the Company's Common Stock certificates will
also constitute the transfer of the Rights associated with the Common Stock
represented by such certificate. As soon as practicable following the
Distribution Date, separate Rights Certificates will be mailed to holders of
record of the Company's Common Stock as of the close of business on the
Distribution Date, and thereafter the separate certificates alone will evidence
the Rights.
The Rights are not exercisable until an event occurs which gives rise to a
Distribution date. The Rights will expire at the close of business on July 5,
2006, unless earlier redeemed by the Company as described below. All Common
Stock certificates issued prior to the Distribution Date will be used with
Rights. Common Stock issued after the Distribution Date will be issued with
Rights if such Common Stock certificates are issued pursuant to the exercise of
stock options or under an employee benefit plan.
The Purchase Price payable, and the number of shares of Preferred Stock or other
securities or property issuable, upon exercise of the Rights, are subject to
adjustment from time to time to prevent dilution (i) in the event of a stock
dividend on, or a subdivision, combination or reclassification of the Common
Stock, (ii) upon the grant to the holders of the Common Stock of certain rights
or warrants to subscribe for Common Stock or convertible securities at less than
the current market price of the Common Stock at the time of grant or (iii) upon
the distribution to holders of the Common Stock of evidence of indebtedness or
assets (excluding regular cash dividends payable in Common Stock) or of
subscription rights or warrants (other than those referred to above).
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Unless the Rights are earlier redeemed, in the event that, after the Stock
Acquisition Date, the Company were to be acquired in a merger or other business
combination (in which any shares of the Company's Common Stock are changed into
or exchanged for other securities or assets) or more than 50% of the assets or
earning power of the Company and its subsidiaries (taken as a whole) were to be
sold or transferred in one or a series of related transactions, the Rights
Agreement provides that proper provision shall be made so that each holder of
record of a Right will from and after such date have the right to receive, upon
payment of the Purchase Price, that number of shares of common stock of the
acquiring company having a market value at the time of such transaction equal to
two times the Purchase Price.
In the event (i) any Person becomes the beneficial owner of 15% or more of the
then outstanding shares of Common Stock, other than pursuant to an all-cash
tender offer on the same terms for all outstanding shares of Common Stock
pursuant to which no purchases of Common Stock are made for at least 60 days
from the date of commencement thereof and which is accepted by holders of not
less than the number of shares of Common Stock that, when aggregated with the
number of shares of Common Stock owned by the person making the offer (and its
affiliates and associates), equals or exceeds 75% of the outstanding Common
Stock, (a "Permitted Tender Offer"), or (ii) any Acquiring Person or any of its
affiliates or associates engages in one or more "self dealing" transactions as
described in the Rights Agreement, then each holder of a Right, other than the
Acquiring Person, will have the right to receive, upon payment of the Purchase
Price, a number of shares of Common Stock having a market value equal to twice
the Purchase Price. The same right will be available to each holder of record of
a Right, other than the Acquiring Person, if, while there is an Acquiring
Person, there occurs any reclassification of securities, any recapitalization of
the Company, or any merger or consolidation or other transaction involving the
Company or any of its subsidiaries which has the effect of increasing by more
than 1% the proportionate ownership interest in the Company or any of its
subsidiaries which is owned or controlled by the Acquiring Person. To the extent
that insufficient shares of Common Stock are available for the exercise in full
of the Rights, holders of Rights will receive upon exercise, shares of Common
Stock to the extent available and then cash, property or other securities of the
Company (which may be accomplished by a reduction in the Purchase Price), in
proportions determined by the Company, so that the aggregate value received is
equal to twice the Purchase Price. Rights are not exercisable following the
occurrence of events describe in this paragraph until the expiration of the
period during which the Rights may be redeemed as described below.
Notwithstanding the foregoing, following the occurrence of events described in
this paragraph, Rights that are (or, under certain circumstances, Rights that
were) beneficially owned by an Acquiring Person will be null and void.
No fractional shares of Common Stock or other Company securities will be issued
upon exercise of the Rights and, in lieu thereof, a payment in cash will be made
to the holder of such Rights equal to the same fraction of the current market
value of a share of Common Stock or other Company securities.
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At any time until ten days following a Stock Acquisition Date (subject to
extension by the Board of Directors), the Board of Directors may cause the
Company to redeem the Rights in whole, but not in part, at a price of $.01 per
Right, subject to adjustment. Immediately upon the action of the Board of
Directors authorizing redemption of the Rights, the right to exercise the Rights
will terminate, and the holders of the Rights will only be entitled to receive
the Redemption Price without any interest thereon.
For as long as the Rights are then redeemable, the Company may, except with
respect to the redemption price or date of expiration of the Rights, amend the
Rights in any manner, including an amendment to extend the time period in which
the Rights may be redeemed. At any time when the Rights are not then redeemable,
the Company may amend the Rights in any manner that does not adversely affect
the interests of holder of the Rights as such.
Until a Right is exercised, the holder, as such, will have no rights as a
stockholder of the Company, including, without limitation, the right to vote or
receive dividends.
The foregoing description of the Rights does not purport to be complete and is
qualified in its entirety by reference to the Rights Agreement, which is an
exhibit to this Registration Statement and is incorporated in this summary
description by reference.
Item 2. Exhibits
1. Rights Agreement dated as of June 5, 1996, as filed as an Exhibit to Form 8-A
filed by Registrant on June 12, 1996, is incorporated herein by reference.
2. All exhibits required by Instruction II to Item 2 will be supplied to the New
York Stock Exchange.
SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange Act of
1934, the Registrant has duly caused this registration statement to be signed on
its behalf by the undersigned, thereunto duly authorized.
CAMBREX CORPORATION
By: /s/ Douglas H. MacMillan
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Douglas H. MacMillan
Vice President and
Chief Financial Officer
Dated: February 6, 1998
