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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, $0.10 par value NEW YORK STOCK EXCHANGE
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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.
The Restated Certificate of Incorporation of the Company, as amended,
(the "Certificate of Incorporation") provides that the authorized
capital stock consists of 20,000,000 shares of Common Stock, par value
$.10 per share, 730,746 shares of Nonvoting Common Stock, par value
$.10 per share, and 5,000,000 shares of Series Preferred Stock, par
value $.10 per share.
The Common Stock and Nonvoting Common Stock (collectively "Common
Shares" for purposes of this section) have the same rights and
privileges and rank equally, share ratably in any dividends or
distributions on liquidation and are identical in all respects except
with respect to voting rights. The holders of the Common Stock are
entitled to one vote for each share held of record on each matter
submitted to a vote of stockholders. Holders of Common Stock may not
cumulate their votes in the election of directors. The holders of the
Nonvoting Common Stock are not entitled to vote on any matter except as
otherwise required by law.
The Common Shares have no preemptive, subscription or similar rights
and are not subject to redemption. Dividends may be paid on the Common
Shares in the discretion of the Board of Directors from sources legally
available therefor, subject to any limitations which may be imposed by
the terms of any outstanding series of Series Preferred Stock. Upon any
dissolution of the Company, holders of Common Shares would be entitled
to share pro rata in the assets remaining after payment of corporate
debts and expenses and all other priority claims, including the claims
of holders of shares of Series Preferred Stock that may be issued and
outstanding. The Common Shares when fully paid are non-assessable.
In accordance with the Certificate of Incorporation, each outstanding
share of Nonvoting Common Stock, at the option of the holder thereof,
is convertible into a share of Common Stock to the extent that the
holder thereof is not prohibited by law or regulation (such as laws or
regulations relating to investments by subsidiaries of bank holding
companies) from owning voting stock of the Company.
The Board of Directors of the Company has the authority without any
further vote or action by the stockholders to provide for the issue of
up to 5,000,000 shares of Series Preferred Stock in one or more series.
Each series may have such rights, designations, preferences (including
preferences as to dividends and upon any liquidation of the Company),
and relative, participating, optional and other special rights, and
such qualifications, limitations and restrictions as are stated in the
resolutions of the Board of Directors providing for the issue of such
series and consequently could have powers and rights (including voting
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and conversion rights) which could adversely affect the rights,
including the voting power, of the holders of Common Stock.
The Certificate of Incorporation and the By-Laws of the Company contain
provisions that could have certain anti-takeover effects.
The Certificate of Incorporation provides for the Board of Directors to
be divided into three classes of directors serving staggered three-year
terms. The classification of directors has the effect of making it more
difficult for stockholders to change the composition of the Board of
Directors in a relatively short period of time. At least two annual
meetings of stockholders, instead of one, will generally be required to
effect a change in a majority of the Board of Directors.
The Certificate of Incorporation provides that the number of directors
will be fixed by, or in the manner provided in, the By-Laws. The
By-Laws provide that the entire Board of Directors will consist of not
less than three members, the exact number to be set from time to time
by the Board of Directors. Accordingly, the Board of Directors, and not
the stockholders, will have the authority to determine the number of
directors and could prevent any stockholder from obtaining majority
representation on the Board of Directors by enlarging the Board of
Directors and filling the new directorships with its own nominees.
Moreover, under Delaware law and as provided in the Certificate of
Incorporation, in the case of a corporation having a classified board,
stockholders may remove a director only for cause. This provision, when
coupled with the provision of the Certificate of Incorporation
authorizing the Board of Directors to fill vacant directorships, will
preclude a stockholder from removing incumbent directors without cause
and simultaneously gaining control of the Board of Directors by filling
the vacancies created by such removal with its own nominees.
The Certificate of Incorporation provides that any action required or
permitted to be taken by the stockholders of the Company may be
effected only at an annual or special meeting of stockholders, and will
prohibit stockholder action by written consent in lieu of a meeting.
The By-Laws provide that special meetings of stockholders may be called
only by the Board of Directors, the Chairman of the Board of Directors
or the President of the Company. Stockholders are not permitted to call
a special meeting or to required that the Board of Directors call a
special meeting of stockholders. These provisions may have the effect
of delaying consideration of a stockholder proposal until the next
annual meeting unless a special meeting is called by the Board of
Directors, the Chairman of the Board of Directors or the President of
the Company.
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The By-Laws establish an advance notice procedure with regard to the
nomination, other than by or at the direction of the Board of Directors
or a committee thereof, of candidates for election as directors (the
"Nomination Procedure") and with regard to certain matters to be
brought before an annual meeting of stockholders of the Company (the
"Business Procedure"). Although the By-Laws do not give the Board of
Directors any power to approve or disapprove stockholder nominations
for the election of directors or any other business desired by
stockholders to be conducted at an annual meeting, the Nomination
Procedure and Business Procedure provisions of the By-Laws may have the
effect of precluding a nomination for the election of directors or
precluding the conducting of business at a particular meeting of the
proper procedures are not followed, and may discourage or deter a third
party from conducting a solicitation of proxies to elect its own slate
of directors or otherwise attempting to obtain control of the Company,
even if the conduct of such solicitation or such attempt might
otherwise be desired by the Company's stockholders.
The Certificate of Incorporation requires the affirmative vote of the
holders of at least two-thirds of the voting power of all the
outstanding shares of stock entitled to vote generally in the election
of directors, voting together as a single class, to remove a director
for cause. The requirement of a two-thirds vote to effect such removal
could enable a minority of the stockholders of the Company to prevent
such occurrence.
The Certificate of Incorporation requires the affirmative vote of the
holders of at least two-thirds of the voting power of all the
outstanding shares of stock entitled to vote generally in the election
of directors, voting together as a single class, for any amendment of
the provisions of the Certificate of Incorporation described above or
of the By-Laws. These provisions will make it more difficult for
stockholders to make changes in the Certificate of Incorporation or
By-Laws including changes designed to facilitate the exercise of
control over the company.
The Certificate of Incorporation authorizes the Board of Directors to
fix, with respect to any series of the Series Preferred Stock, the
powers, preferences and rights of the shares of such series. The
Company could issue Series Preferred Stock that could, depending on its
terms, either impede or facilitate the completion of a merger, tender
offer or other takeover attempt.
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Item 2. Exhibits*
1. Report on Form 10-K for the fiscal year ended December 31, 1996.
2. Quarterly reports on Form 10-Q for the quarters ended March 31, 1997,
June 30, 1997 and September 30, 1997.
3. Current Report on Form 8-K dated October 8, 1997
4. Proxy statement, dated March 17, 1997.
5. (a) Certificate of Incorporation, as amended.
(b) By-laws, as amended.
6. Specimen of security being registered.
7. Annual Report submitted to shareholders for the fiscal year ended
December 31, 1996.
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*Pursuant to Instruction II, the foregoing exhibits are being filed
with the New York Stock Exchange and shall not be deemed filed with or
incorporated by reference in copies of the registration statement filed with the
Commission.
SIGNATURE
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, thereto duly authorized.
CAMBREX CORPORATION
(Registrant)
By: /s/ Douglas H. MacMillan
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Douglas H. MacMillan
Vice President and
Chief Financial Officer
Date: February 6, 1998
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