<PAGE> 1
SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
<TABLE>
<S> <C>
[ ] Preliminary Proxy Statement
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
[ ] Confidential, for the Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
</TABLE>
Cambrex Corporation
- - - - - - - - - - - - - - - - - - --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
- - - - - - - - - - - - - - - - - - --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
------------------------------------------------------------------------
(5) Total fee paid:
------------------------------------------------------------------------
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
------------------------------------------------------------------------
(3) Filing Party:
------------------------------------------------------------------------
(4) Date Filed:
<PAGE> 2
[CAMBREX LOGO]
CAMBREX CORPORATION
------------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS TO BE HELD APRIL 27, 2000
Notice Is Hereby Given that the 2000 Annual Meeting of Stockholders of
Cambrex Corporation (the "Company") will be held in the Bergen Room at the
Marriott Glenpointe Hotel, 100 Frank W. Burr Boulevard, Teaneck, New Jersey on
April 27, 2000, at 1:00 P.M., for the following purposes:
1. to elect four (4) directors in Class I to hold office until the 2003 Annual
Meeting of Stockholders and until their successors shall be elected and
qualified; and
2. to consider and act upon the approval of the appointment of
PricewaterhouseCoopers L.L.P. as independent accountants for 2000; and
3. to transact such other business as may properly come before the meeting or
any adjournment thereof.
Only stockholders of record of Common Stock of the Company at the close of
business on March 15, 2000, will be entitled to vote at the meeting. The list of
such stockholders will be available for inspection by stockholders during the
ten days prior to the meeting in accordance with Section 219 of the Delaware
General Corporation Law at the offices of American Stock Transfer and Trust
Company, 6201 15th Avenue, Brooklyn, New York 11219. Stockholders may make
arrangements for such inspection by contacting Peter E. Thauer, Vice President,
General Counsel & Secretary, Cambrex Corporation, One Meadowlands Plaza, East
Rutherford, New Jersey 07073.
By order of the Board of
Directors,
Peter E. Thauer,
Secretary
March 17, 2000
THE VOTE OF EACH STOCKHOLDER IS IMPORTANT.
PLEASE DATE AND SIGN THE ACCOMPANYING PROXY CARD AND PROMPTLY
RETURN IT IN THE POSTAGE PAID ENVELOPE PROVIDED.
<PAGE> 3
CAMBREX CORPORATION
------------------------
2000 ANNUAL MEETING OF
STOCKHOLDERS
PROXY STATEMENT
------------------------
PROXY SOLICITATION
This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Directors of Cambrex Corporation (the "Company") for use
at the 2000 Annual Meeting of Stockholders to be held on April 27, 2000, and at
any adjournment of the meeting. The address of the Company's principal executive
office is One Meadowlands Plaza, East Rutherford, New Jersey 07073. This Proxy
Statement and the form of proxy are being mailed to stockholders on or about
March 20, 2000.
The costs of soliciting proxies will be borne by the Company. Brokerage
houses, banks, custodians, nominees and fiduciaries are being requested to
forward the proxy material to beneficial owners, and their reasonable expenses
therefore will be reimbursed by the Company. Solicitation will be made by mail
and also may be made personally or by telephone or telegraph by the Company's
officers, directors and employees without special compensation for such
activities.
REVOCABILITY AND VOTING OF PROXY
A proxy given by a stockholder may be revoked at any time before it is
exercised by giving another proxy bearing a later date or by notifying the
Company in writing of such revocation or by a vote in person at the Annual
Meeting. Properly executed proxies received by the Company will be voted in
accordance with the instructions indicated thereon and if no instructions are
indicated, will be voted for the election of the four nominees for director
named herein, and in favor of the selection of PricewaterhouseCoopers L.L.P. as
independent accountants for the Company. The Company knows of no reason why any
of the nominees named herein would be unable to serve for the terms indicated.
In the event, however, that any such nominee should, prior to the election,
become unable to serve as a director, the proxy will be voted for such
substitute nominee, if any, as the Board of Directors shall propose.
The Board of Directors knows of no matters to be presented at the meeting
other than those set forth in the foregoing Notice of Annual Meeting. If other
matters properly come before the meeting, the persons named in the accompanying
form of proxy intend to vote the shares subject to such proxies in accordance
with their best judgment.
RECORD DATE AND VOTING RIGHTS
The Company has only one class of voting securities, Common Stock, par
value $0.10 ("Common Stock"). Only holders of Common Stock of the Company of
record at the close of business on March 15, 2000, will be entitled to vote at
the meeting. On such record date there were outstanding and entitled to vote
24,745,255 shares of Common Stock and each such share is entitled to one vote.
2
<PAGE> 4
PRINCIPAL STOCKHOLDERS
The following sets forth information with respect to the only persons of
which the Company is aware as of February 15, 2000, who may be deemed to
beneficially own more than 5% of the outstanding Common Stock of the Company:
<TABLE>
<CAPTION>
NUMBER OF SHARES PERCENT
NAME AND ADDRESS BENEFICIALLY OWNED(1) OF CLASS(2)
---------------- --------------------- -----------
<S> <C> <C>
Capital Research and Management
Company............................... 2,540,000(3) 10.29%
SMALLCAP World Fund, Inc.
333 South Hope Street
Los Angeles, California 90071
Cyril C. Baldwin, Jr. ................ 1,358,476(4) 5.50%
39 Locust Avenue
New Canaan, Connecticut 06840
AXA Financial, Inc. .................. 1,268,720(5) 5.14%
1290 Avenue of the Americas
New York, New York 10104
</TABLE>
- - - - - - - - - - - - - - - - - - ---------------
(1) Unless otherwise indicated (a) share ownership is based upon information
furnished as of February 15, 2000, by the beneficial owner, and (b) each
beneficial owner has sole voting and investment power with respect to the
shares shown.
(2) For the purpose of this table, the percent of issued and outstanding shares
of Common Stock of the Company held by each beneficial owner has been
calculated on the basis of (i) 24,667,302 shares of Common Stock issued and
outstanding (excluding treasury shares) on February 15, 2000, and (ii)
23,922 shares still to be issued in connection with the 1993 conversion of
the Company's 9% Convertible Subordinated Notes.
(3) In a Schedule 13G under the Securities Exchange Act of 1934 dated February
10, 2000 and filed by Capital Research and Management Company ("Capital"),
Capital reported that it has sole dispositive power over 2,540,000 shares.
Included in the 2,540,000 shares reported is an aggregate amount of
1,400,000 shares beneficially owned by SMALLCAP World Fund, Inc., which is
advised by Capital. The shares reported on Capital's Schedule 13G are
reported beneficially owned by SMALLCAP World Fund, Inc. and beneficial
ownership is disclaimed pursuant to Rule 13d-4 by Capital.
(4) Includes 2,802 share equivalents held in the Director's Deferred
Compensation Plan, 7,000 shares issuable upon exercise of options granted
under the Company's 1994 and 1996 Stock Option Plans and 225,000 shares held
by a family member as to which Mr. Baldwin disclaims beneficial ownership.
(5) In a Schedule 13G under the Securities Exchange Act of 1934 dated February
10, 2000 and filed pursuant to the Joint Filing Agreement among AXA
Financial, Inc., AXA Conseil Vie Assurance Mutelle, AXA Assurances I.A.R.D
Mutuelle, AXA Assurances Vie Mutuelle, AXA Courtage Assurance Mutuelle, and
AXA ("AXA"), AXA reported that it has sole voting power over 910,373 shares,
shared voting power over 34,100 shares, sole dispositive power over 523,961
shares, and shared dispositive power over 744,759 shares. Included in the
1,268,720 shares reported is an aggregate amount of 576,020 shares
beneficially owned by AXA Financial, Inc., a parent holding company. The
shares reported on AXA's Schedule 13G are reported beneficially owned by AXA
Financial, Inc. and beneficial ownership is disclaimed by AXA.
3
<PAGE> 5
COMMON STOCK OWNERSHIP BY DIRECTORS AND EXECUTIVE OFFICERS
The following table gives information concerning the beneficial ownership
of the Company's Common Stock on February 15, 2000, by (i) each director and
nominee for election as a director, (ii) each of the executive officers named in
the Summary Compensation Table (below) and (iii) all directors and executive
officers of the Company as a group.
<TABLE>
<CAPTION>
SHARES
BENEFICIALLY PERCENT
BENEFICIAL OWNERS OWNED(1) OF CLASS(2)
----------------- -------- -----------
<S> <C> <C>
Cyril C. Baldwin, Jr. ............................. 1,358,476(3) 5.50%
Rosina B. Dixon, M.D. ............................. 17,482(4) *
George J.W. Goodman................................ 24,141(5) *
Roy W. Haley....................................... 5,379(6) *
Kathryn Rudie Harrigan............................. 20,129(4) *
Leon J. Hendrix, Jr. .............................. 17,873(7) *
Ilan Kaufthal...................................... 29,980(8) *
William B. Korb.................................... 6,179(9) *
Robert LeBuhn...................................... 34,421(10) *
James A. Mack...................................... 745,774(11) 3.02%
John R. Miller..................................... 6,192(12) *
Dean P. Phypers.................................... 38,380(13) *
Douglas H. MacMillan............................... 188,265(14) *
Claes Glassell..................................... 266,705(15) 1.08%
Steven M. Klosk.................................... 316,517(16) 1.28%
Peter E. Thauer.................................... 390,492(17) 1.58%
All Directors and Executive Officers as a group (27
Persons)......................................... 4,092,766(18) 16.58%
</TABLE>
- - - - - - - - - - - - - - - - - - ---------------
* Beneficial Ownership is less than 1% of the Common Stock outstanding
(1) Except as otherwise noted, reported share ownership is as of February 15,
2000. Unless otherwise stated, each person has sole voting and investment
power with respect to the shares of Common Stock he or she beneficially
owns.
(2) For the purpose of this table, the percent of issued and outstanding shares
of Common Stock of the Company held by each beneficial owner has been
calculated on the basis of (i) 24,667,302 shares of Common Stock issued and
outstanding (excluding treasury shares) on February 15, 2000, (ii) all
shares of Common Stock subject to stock options which are held by such
beneficial owner and are exercisable within 60 days of February 15, 2000,
and (iii) 23,922 shares still to be issued in connection with the 1993
conversion of the Company's 9% Convertible Subordinated Notes.
(3) The number of shares reported includes 2,802 share equivalents held in the
Director's Deferred Compensation Plan and 7,000 shares issuable upon
exercise of options granted under the Company's 1994 and 1996 Stock Option
Plans and 225,000 shares held by a family member for which beneficial
ownership of such shares is disclaimed.
(4) The number of shares reported includes 8,500 shares issuable upon exercise
of options granted under the Company's 1994 and 1996 Stock Option Plans.
(5) The number of shares reported includes 11,500 shares issuable upon exercise
of options granted under the Company's 1994 and 1996 Stock Option Plans and
7,025 share equivalents held at February 15, 2000 in the Company's
Directors' Deferred Compensation Plan.
(6) The number of shares reported includes 4,000 shares issuable upon exercise
of options granted under the Company's 1996 Stock Option Plan and 1,379
share equivalents held at February 15, 2000 in the Company's Directors'
Deferred Compensation Plan.
4
<PAGE> 6
(7) The number of shares reported includes 8,500 shares issuable upon exercise
of options granted under the Company's 1994 and 1996 Stock Option Plans and
6,373 share equivalents held at February 15, 2000 in the Company's
Directors' Deferred Compensation Plan.
(8) The number of shares reported includes 11,500 shares issuable upon exercise
of options granted under the Company's 1994 and 1996 Stock Option Plans.
(9) The number of shares reported includes 4,000 shares issuable upon exercise
of options granted under the Company's 1996 Stock Option Plan, 1,000 shares
held by a family member for which beneficial ownership of such shares is
disclaimed, and 1,170 share equivalents held at February 15, 2000 in the
Company's Directors' Deferred Compensation Plan.
(10) The number of shares reported includes 11,500 shares issuable upon exercise
of options granted under the Company's 1994 and 1996 Stock Option Plans,
3,000 shares held by a family member for which beneficial ownership of such
shares is disclaimed, and 6,625 share equivalents held at February 15, 2000
in the Company's Directors' Deferred Compensation Plan.
(11) The number of shares reported includes 369,517 shares issuable upon
exercise of options granted under the Company's Stock Option Plans, 39,180
shares held at December 31, 1999 in the Company's Savings Plan, and 91,983
share equivalents held at February 15, 2000 in the Company's Deferred
Compensation Plan. 916 shares held by a family member are not included and
beneficial ownership of such shares is disclaimed.
(12) The number of shares reported includes 4,000 shares issuable upon exercise
of options granted under the Company's 1996 Stock Option Plans.
(13) The number of shares reported includes 11,500 shares issuable upon exercise
of options granted under the Company's 1994 and 1996 Stock Option Plans and
7,380 share equivalents held at February 15, 2000 in the Company's
Directors' Deferred Compensation Plan.
(14) The number of shares reported includes 178,334 shares issuable upon
exercise of options granted under the Company's Stock Option Plans, 1,068
shares held at December 31, 1999 in the Company's Savings Plan.
(15) The number of shares reported consists of 257,334 shares issuable upon
exercise of options granted under the Company's Stock Option Plans and
2,870 shares held at December 31, 1999 in the Company's Savings Plan.
(16) The number of shares reported includes 253,334 shares issuable upon
exercise of options granted under the Company's Stock Option Plans and
9,598 shares held at December 31, 1999 in the Company's Savings Plan, and
47,554 share equivalents held at February 15, 2000 in the Company's
Deferred Compensation Plan.
(17) The number of shares reported includes 273,934 shares issuable upon
exercise of options granted under the Company's Stock Option Plans, 3,710
shares held at December 31, 1999 in the Company's Savings Plan, and 78,885
share equivalents held at February 15, 2000 in the Company's Deferred
Compensation Plan.
(18) The number of shares reported includes 2,214,727 shares issuable upon
exercise of options that are currently exercisable or will become
exercisable within 60 days and 68,849 shares held at December 31, 1999 in
the Company's Savings Plan, 32,754 share equivalents held at February 15,
2000 in the Director's Deferred Compensation Plan and 218,422 share
equivalents held at February 15, 2000 in the Company's Deferred
Compensation Plan. Shares held by immediate family members are not included
and beneficial ownership of such shares is disclaimed.
5
<PAGE> 7
BOARD OF DIRECTORS
The Board of Directors is responsible for directing the management of the
business and affairs of the Company. The Board holds regular meetings five times
each year and holds additional special meetings as required. During 1999 the
Board held eight meetings.
The Board has established four standing committees: the Audit Committee,
the Compensation Committee, the Environmental Committee and the Governance
Committee.
The Audit Committee, comprised of four non-employee directors, recommends
to the Board the accounting firm to act as the independent accountants for the
Company, consults with the accounting firm concerning the scope of the audit,
reviews the audit results and reviews the Company's internal financial controls
and procedures with the accountants and with members of management. The Audit
Committee held three meetings in 1999.
The Compensation Committee, comprised of five non-employee directors,
oversees the Company's executive compensation programs and policies and
administers the Company's Stock Option and Long-term Incentive Plans. The
Compensation Committee held five meetings in 1999.
The Environmental Committee, comprised of eleven non-employee directors,
oversees the Company's environmental affairs. The Environmental Committee held
four meetings during 1999.
The Governance Committee, comprised of five non-employee directors, is
responsible for reporting to the Board of Directors concerning its evaluation of
the performance of the Chief Executive Officer, individual directors and the
Board as a whole. The Governance Committee makes recommendations to the Board of
Directors concerning nominees for election to the Board at Annual Meetings and
candidates for newly created directorships and vacancies on the Board. The
Governance Committee will consider nominees recommended by stockholders. Such
recommendations for the 2001 Annual Meeting should be sent to the Corporate
Secretary of the Company not later than January 24, 2001, and should include a
statement of the nominee's qualifications. The Governance Committee held three
meetings in 1999.
Under the retirement policy for non-employee directors established by the
Board of Directors in 1989, a non-employee director (other than incumbent
directors when the policy was adopted) must not have attained age 72 at the time
of election and may not serve as a director beyond the Annual Meeting next
following such person's 72nd birthday.
COMPENSATION OF DIRECTORS
During 1999 the Company paid each non-employee director of the Company an
annual fee of $16,000 which was increased to $18,000 effective July 1, 1999, as
well as $1,000 for each Board, Committee (other than the Environmental
Committee) and Stockholders' Meeting attended, except that the Chairmen of the
Compensation, Audit and Governance Committees received $1500 for each Committee
meeting attended. The Chairman of the Environmental Committee received $1500 for
each Environmental Committee meeting attended, but the remaining Committee
members did not receive fees for meeting attendance. In 1995 the Board adopted a
policy that a minimum of one-half of Board fees shall be paid in Company Common
Stock, and that each director, within three years after joining the Board, shall
have acquired an amount of Company Common Stock equal in value to the annual
Board retainer. Directors also receive reimbursement for expenses incurred in
connection with attendance. Employees of the Company who are directors are not
paid any separate fees for acting as directors.
In 1995, the Board adopted a Non-Employee Directors' Deferred Compensation
Plan permitting Directors to defer receipt of Board fees including Company
Common Stock otherwise issuable in payment of Board fees beginning with fees
payable after January 1, 1996.
In January 1998 the Board of Directors adopted the 1998 Performance Stock
Option Plan (the "1998 Plan") which was approved by shareholders at the 1998
Annual Meeting of Stockholders. Pursuant to the terms of the Non-Employee
Director Program of the 1998 Plan, each new, non-employee director shall be
awarded an option to purchase 2,000 shares (as adjusted for the two-for-one
stock split in June 1998) of the
6
<PAGE> 8
Company's Common Stock upon election as a director. The 1998 Plan further
provides that each non-employee director will receive a grant of options to
purchase 2,000 shares of Common Stock at the first meeting of the Board of
Directors following each Annual Meeting of Stockholders of the Company. Each
such option will have a per share exercise price equal to the fair market value
of the Company's Common Stock on the date of grant. Options granted to
non-employee directors shall be non-qualified options with a ten year term. Each
option will become exercisable six months after the date of grant, subject to
acceleration upon a change in control. In April 1999 the Board of Directors
granted options to purchase 2,000 shares of Common Stock under the 1998 Plan to
Cyril C. Baldwin, Jr., Rosina B. Dixon, George J. W. Goodman, Roy W. Haley,
Kathryn Rudie Harrigan, Leon J. Hendrix, Jr., Ilan Kaufthal, William B. Korb,
Robert LeBuhn, John R. Miller and Dean P. Phypers.
ELECTION OF DIRECTORS
The Board of Directors of the Company is divided into three classes. The
term of office of the directors in Class I expires at this Annual Meeting with
the terms of office of the directors in Class II and Class III ending at
successive Annual Meetings. At this Annual Meeting four directors in Class I
will be elected to hold office until the 2003 Annual Meeting and until their
successors shall be elected and qualified. To be elected, each nominee for
director requires a majority of the votes cast. Abstentions from voting (but not
including broker non-votes) will have the effect of votes against the nominees.
The following sets forth with respect to the four persons who have been
nominated by the Board of Directors for election at this Annual Meeting and the
other directors of the Company certain information concerning their positions
with the Company (including its predecessor and now wholly-owned subsidiary
CasChem, Inc.) and principal outside occupations and other directorships held.
NOMINEES FOR ELECTION TO SERVE AS DIRECTORS
UNTIL 2003 ANNUAL MEETING (CLASS I)
Cyril C. Baldwin, Jr. (age 72). Director and President (until early 1990)
since the Company commenced business in 1981 and Chief Executive Officer since
1984 until his retirement in April, 1995. Chairman of the Board since his
election in 1991 until his retirement in October 1999. Currently Chairman
Emeritus of the Board and Chairman of the Environmental Committee and member of
the Governance Committee of the Board of Directors. Director of Church & Dwight
Co., Inc. and Congoleum Corporation and a member of NewsBank's Advisory Board.
George J. W. Goodman (age 69). Director since the Company commenced
business in 1981. Member of the Audit and Environmental Committees of the Board
of Directors. Since 1971 has been the President and currently is also Chairman
and Chief Executive Officer of Continental Fidelity, Inc., an editorial
consulting services and products firm. Director of New England Life Insurance,
and member of the Advisory Council of the Princeton University Center for
International Studies and a Life Trustee of the Urban Institute.
Kathryn Rudie Harrigan (age 48). Director since 1994. Member of the Audit
and Environmental Committees of the Board of Directors. Since 1981, Professor,
Management of Organizations Division of the Columbia University Business School,
and, since 1993, the Henry L. Kravis Professor of Business Leadership at
Columbia University Business School. Member of the Boards of Johns Manville
Corporation and Active International.
Robert LeBuhn (age 67). Director since the Company commenced business in
1981. Member of the Compensation, Governance and Environmental Committees of the
Board of Directors. Retired Chairman, Investor International (U.S.), Inc., a
private investment firm. Mr. LeBuhn was President from 1984 to 1993, and
Chairman until December 1994. Director of US Airways Group, Inc., Acceptance
Insurance Companies, Inc., and Enzon, Inc.
7
<PAGE> 9
DIRECTORS SERVING UNTIL 2001 ANNUAL MEETING (CLASS II)
Rosina B. Dixon, M.D. (age 57). Director since 1995 and member of the
Compensation and Environmental Committees of the Board of Directors. Dr. Dixon
has been a consultant to the pharmaceutical industry since May 1986. Prior to
that time, she was Vice President and Secretary of Medical Market Specialties
Incorporated, as well as a member of its Board of Directors. Dr. Dixon
previously served as Medical Director, Schering Laboratories, Schering-Plough
Corporation. Prior to that, she was Executive Director Biodevelopment,
Pharmaceuticals Division, CIBA-GEIGY Corporation. She is a member of the Boards
of Directors of Church & Dwight Co., Inc. and Enzon, Inc.
Roy W. Haley (age 53). Director since 1998. Member of the Audit, Governance
and Environmental Committees of the Board of Directors. Chairman, President and
Chief Executive Office of WESCO International, Inc., an electrical distribution
company. Prior to joining WESCO in 1994, served as President and Chief Operating
Officer of American General Corporation, one of the nation's largest consumer
financial services organizations. Began his career in 1969 with the management
consulting division of Arthur Andersen & Co. where he held various key positions
and served as a partner from 1980 until 1988. Director United Stationers, Inc.
(NYSE), Development Dimensions, Inc. and both the National Association of
Wholesalers and the National Association of Electrical Distribution Education
Foundation.
Leon J. Hendrix, Jr. (age 58). Director since 1995 and Chairman of the
Governance Committee and member of the Environmental Committee of the Board of
Directors. Principal of Clayton, Dubilier & Rice, Inc., a private investment
firm, since November 1993. Prior thereto, Mr. Hendrix was with Reliance Electric
Company, a manufacturer and seller of industrial and telecommunications
equipment and services, since 1973, where he held a series of executive level
positions, most recently Chief Operating Officer and a member of the Board of
Directors since 1992. Mr. Hendrix is a member of the Boards of Directors of
Keithley Instruments, Inc., NACCO Industries, Inc., Chairman of RACI Holding,
Inc. and Remington Arms Co., Riverwood Holding Inc. and Riverwood International
Corporation. He is also a member of the Clemson University Board of Trustees,
previously served on the Board of Governors of the National Electrical
Manufacturers Association and the Board of Directors of the Cleveland Chapter of
the American Red Cross.
Ilan Kaufthal (age 52). Director since the Company commenced business in
1981. Chairman of the Audit Committee and member of the Environmental Committee
of the Board of Directors. Vice Chairman of the investment banking firm of
Schroder & Co. Incorporated since 1987. Prior to 1987 held various executive
positions with NL Industries, Inc., a firm in the chemicals and petroleum
services businesses, most recently Senior Vice President and Chief Financial
officer since 1983. Director of United Retail Group, Inc., Russ Berrie & Co.,
ASI Solutions, Inc. and Pro Team.Com, Inc.
DIRECTORS SERVING UNTIL 2002 ANNUAL MEETING (CLASS III)*
William B. Korb (age 59). Director since January 1999 and member of the
Compensation and Environmental Committees of the Board of Directors. Director,
President and Chief Executive Officer of Gilbarco Inc. since 1987. Prior to
joining Gilbarco, the world's leading gasoline pump and dispenser manufacturing
company, was Operating Vice President of Reliance Electric Company, a position
he held from 1979 to 1987. Director of General Electric Company Inc. USA,
Beijing Chang Gi Service Station Equipment Co., Ltd., and Avery India Limited.
Member of the Board of Trustees of Guest Services, Inc.
James A. Mack (age 62). Director, President and Chief Operating Officer of
the Company since joining the Company in February 1990 and Chief Executive
Officer since April 1995. Appointed Chairman of the Board of Directors in
October 1999. Prior thereto with Olin Corporation, a manufacturer of chemical
and other products since 1984 as Vice President, Specialty Chemicals and, more
recently, Vice President, Performance Chemicals Executive Vice President of
Oakite Products, Inc. from 1982 to 1984. Prior to joining Oakite held various
positions with The Sherwin-Williams Company, most recently as President and
General Manager of the Chemicals Division from 1977 to 1981. Past Chairman of
the Board of Governors of the
- - - - - - - - - - - - - - - - - - ---------------
* Mr. Phypers has expressed his intention to retire at the 2000 Annual Meeting.
8
<PAGE> 10
Synthetic Organic Chemical Manufacturing Association. Member of the Board of
Trustees of the Michigan Tech Alumni Fund, and currently a member of the Board
of Directors of the Chemical Manufacturing Association and Golden Bear Oil
Specialties.
John R. Miller (age 62). Director since 1998. Chairman of the Compensation
Committee and member of the Environmental Committee. Founder, Chairman and Chief
Executive Office of TBN Holdings Inc., a buyout firm. Prior thereto with The
Standard Oil Company serving as President and Chief Operating Officer from 1980
until 1986. His post immediately prior to assuming the Presidency was that of
Senior Vice President, Technology and Chemicals. Among the other positions held
was Vice President of Finance and later as Vice President of Transportation.
Director of Eaton Corporation and Waterlink, Inc. Past Director and Chairman of
the Federal Reserve Bank of Cleveland.
Dean P. Phypers (age 71). Director since 1988. Member of the Compensation,
Environmental and Governance Committees of the Board of Directors. Retired as
Senior Vice President and Director of International Business Machines
Corporation in February 1987 after 32 years in various positions with that
corporation including Chief Financial Officer, member of the Management
Committee, Corporate Office contact for international operations and head of the
Corporate Operations Staff. Director of American International Group Inc. and
Bethlehem Steel Corporation.
During 1999, each incumbent director attended more than 90% of the
aggregate of the meetings of the Board and Committees of the Board of which such
director was a member.
RELATED PARTY TRANSACTIONS
During 1999 the Company made non-interest bearing short-term loans for
personal reasons in the amount of $150,000 to Mr. Thomas Bird, and in the amount
of $250,000 to Mr. John Van Hulle, Company Vice Presidents, and, at the
recommendation of the Compensation Committee, to Mr. James Mack in the amount of
$80,000. As of the date hereof, Mr. Bird and Mr. Van Hulle have repaid their
loans.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
directors and executive officers, and persons who own more than ten percent of a
registered class of the Company's securities to file reports of ownership and
transactions in the Corporation's securities with the Securities and Exchange
Commission and the New York Stock Exchange. Such directors, executive officers
and ten percent stockholders are also required to furnish the Company with
copies of all Section 16(a) forms they file.
Based solely on a review of the copies of such forms received by it, and on
written representation from certain reporting persons, the Company believes that
during 1999 all Section 16(a) filing requirements applicable to its directors,
executive officers and ten percent stockholders were satisfied.
9
<PAGE> 11
COMPENSATION COMMITTEE REPORT
ON EXECUTIVE COMPENSATION
COMPENSATION PHILOSOPHY
Cambrex seeks to be a leading supplier of products and services to the life
sciences industry, providing superior return to its owners. To achieve this, the
Company plans to be among the top quartile of its peers within the industry. To
meet these objectives, the Company must be able to attract, motivate and retain
personnel with the requisite skills and abilities to enable the Company to
achieve superior operating results. Accordingly, the Company's compensation
programs are designed to reward above average performance and provide incentive
opportunity to be competitive in the labor markets in which the Company
participates.
EXECUTIVE COMPENSATION
The Company's executive compensation administration program involves two
components. Annual compensation is in the form of base salary plus a yearly
incentive award. Long-term compensation consists of stock options, which are
intended to reward executives when improvements in operating performance
increase the market value of the Company for its stockholders.
The accomplishment of results measured against the executives' goals and
objectives are reviewed by the Compensation Committee subsequent to review and
recommendation from the Office of the Chairman. Executives are rewarded for
results achieved that contribute to key operating results, i.e., sales, net
income, return on investment, and other assigned goals including but not limited
to: service and quality improvement, product and marketing development,
technology development, and personnel development. The Company uses independent
salary surveys of its Peer Group and a broader range of specialty chemical
companies (some 32 companies including Arizona Chemical, Calgon Corporation, FMC
Corporation, Freedom Chemical Company, Nalco Chemical Company and Union Camp
Corporation) to assist in determining appropriate levels of compensation for
each executive position. The Company targets annual executive salaries at the
median levels in companies surveyed.
Annual incentive compensation awards are based on corporate financial
performance and individual performance measured against agreed goals and
objectives. The achievement of personal objectives determines individual awards.
The incentive plan provides a better than average individual award when net
income substantially exceeds prior year's earnings. In January 1998 the
Committee amended the Company's executive compensation award program to include
individual measurements against agreed annual operating goals and longer-term
strategic growth objectives. Under this program two-thirds of the award will be
based on annual goals and paid in cash, while the remaining one-third will be
based on longer-term growth objectives and be awarded in the form of Company
stock having a three-year holding period.
Long-term compensation for executives also includes Company stock option
grants, which are awarded based on an individual's position in the Company, the
individual's performance, and the number of outstanding stock option awards. Two
types of stock options are granted to the executive group. The first type are
regular Incentive Stock Options or Non-Qualified Stock Options. The second type
of options is available to the Company's Key Employees, including those
individuals named in the Summary Compensation Table (below). These options
become exercisable if the publicly traded share price of the Company's shares
exceeds predetermined levels for designated periods of time.
CHIEF EXECUTIVE OFFICER COMPENSATION
Mr. Mack, the Company's Chief Executive Officer, received $412,500 in
annual salary in 1999. Mr. Mack's salary was determined based upon the same
factors used in setting other executive salaries.
Mr. Mack received an incentive compensation award of $463,129 and 6,455
shares of restricted stock for fiscal 1999. This award reflects Mr. Mack's
success in the pursuit of strategic acquisitions and the substantial improvement
in financial performance achieved by the Company, as net income was increased
from $39,102,000 in 1998 to more than $44,132,000 in 1999 (excluding the effect
of a $6,000,000 one-time accrual
10
<PAGE> 12
related to the Government's investigation of vitamin B3 activities in the early
1990's). Mr. Mack's annual compensation was directly related to the improvement
in earnings in 1999 and the continued international growth of the Company.
POLICY REGARDING SECTION 162(M)
Based on current levels of base salary and annual bonuses, the Compensation
Committee believes that it is highly unlikely that the Company will pay
compensation to any of its executive officers for 2000 services in excess of one
million dollars. Thus, the Compensation Committee has recommended no adjustment
with respect to 2000 cash compensation in light of the limitation on
deductibility of compensation in excess of one million dollars under Section
162(m) of the Internal Revenue Code. However, the 1993 Senior Executive Stock
Option Plan, the 1994 Stock Option Plan, the 1996 Performance Stock Option Plan
and the 1998 Performance Stock Option Plan were designed and stockholder
approval was obtained at the 1994, 1996 and 1998 Annual Meetings in order that
options granted thereunder would be exempt from the limitations contained in
Section 162(m) of the Internal Revenue Code.
COMPENSATION COMMITTEE
JOHN R. MILLER, CHAIRMAN
ROSINA B. DIXON, M.D.
WILLIAM B. KORB
ROBERT LEBUHN
DEAN P. PHYPERS
The following table summarizes the compensation earned by the Chief
Executive Officer and each of the four other most highly compensated executive
officers (collectively, the "Named Executive Officers") during the previous
three fiscal years for services in such capacities to the Company and its
subsidiaries.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG TERM COMPENSATION
----------------------------------
ANNUAL COMPENSATION SECURITIES
-------------------------------- UNDER-
OTHER RESTRICTED LYING PAYOUTS-
ANNUAL STOCK OPTIONS LTIP ALL OTHER
SALARY BONUS COMPENSATION AWARD(S) /SARS PAYOUTS COMPENSATION
NAME AND PRINCIPAL POSITION YEAR ($) ($) ($) ($) (#) ($) ($)(1)
--------------------------- ---- ------- ------- ------------ ---------- ---------- -------- ------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
James A. Mack.................. 1999 412,500 463,129 - 0 - 238,835 16,349 - 0 - 7,500(1)
Chairman, President 1998 400,000 550,000 - 0 - 250,000 174,000 - 0 - 7,200(1)
and Chief Executive 1997 340,000 350,000 - 0 - - 0 - - 0 - - 0 - 7,200(1)
Officer
Claes Glassell................. 1999 283,750 255,470 - 0 - 101,787 - 0 - - 0 - 7,500(1)
President, Pharmaceutical & 1998 273,895 260,000 - 0 - 90,000 80,000 - 0 - 7,200(1)
Fine Chemicals Group 1997 262,790 225,000 - 0 - - 0 - - 0 - - 0 - 7,200(1)
Steven M. Klosk................ 1999 250,000 225,000 - 0 - 84,397 - 0 - - 0 - 7,500(1)
Executive Vice President, 1998 227,083 260,000 - 0 - 90,000 80,000 - 0 - 7,200(1)
Administration 1997 206,250 225,000 - 0 - - 0 - - 0 - - 0 - 7,200(1)
Douglas H. MacMillan(2)........ 1999 232,500 209,225 - 0 - 117,031 - 0 - - 0 - 7,500(1)
Vice President & CFO 1998 225,000 235,000 - 0 - 60,000 80,000 - 0 - 7,200(1)
1997 155,833 175,000 - 0 - - 0 - 150,000 - 0 - 2,373(1)
Peter E. Thauer................ 1999 200,000 175,000 - 0 - 105,006 - 0 - - 0 - 7,500(1)
Vice President, Law and 1998 185,833 225,000 - 0 - 75,000 80,000 - 0 - 7,200(1)
Environment, General Counsel & 1997 177,167 200,000 - 0 - - 0 - - 0 - - 0 - 7,200(1)
Secretary
</TABLE>
- - - - - - - - - - - - - - - - - - ---------------
(1) Amounts indicated are attributable to Company contributions under the
Company's Savings Plan.
(2) Hired April 14, 1997.
11
<PAGE> 13
OPTION GRANTS IN FISCAL 1999
INDIVIDUAL GRANTS
<TABLE>
<CAPTION>
POTENTIAL REALIZABLE
VALUE AT ASSUMED
ANNUAL RATES OF
RETURN OF
% OF STOCK PRICE
TOTAL OPTIONS APPRECIATION FOR
OPTIONS GRANTED TO EXERCISE OR OPTION TERM(1)
GRANTED EMPLOYEE IN BASE PRICE EXPIRATION ---------------------
NAME (#) FISCAL YEAR ($/SHARE) DATE 5%($) 10%($)
- - - - - - - - - - - - - - - - - - ---- ------- ------------- ----------- ---------- --------- ---------
<S> <C> <C> <C> <C> <C> <C>
James A. Mack........................ 16,350 9.4% 24.00 1/28/09 246,763 625,346
Claes Glassell....................... - 0 - - 0 - - 0 - - 0 - - 0 -
Steven M. Klosk...................... - 0 - - 0 - - 0 - - 0 - - 0 -
Douglas H. MacMillan................. - 0 - - 0 - - 0 - - 0 - - 0 -
Peter E. Thauer...................... - 0 - - 0 - - 0 - - 0 - - 0 -
</TABLE>
- - - - - - - - - - - - - - - - - - ---------------
(1) Realizable value is presented net of option exercise price, but before taxes
associated with exercise. These amounts represent assumed compounded rates
of appreciation and exercise of the options immediately prior to the
expiration of their term. Actual gains are dependent on the future
performance of Cambrex Stock, overall stock market conditions, and continued
employment through the exercise period. The option is not exercisable prior
to six months from the date of grant and the shares that are acquired may
not be sold until two years from after the grant date.
The following table sets forth information for each Named Executive Officer
with regard to the aggregate options exercised during 1999 and the aggregate
stock options held as of December 31, 1999.
AGGREGATE OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND FY-END OPTION/SAR
VALUES(1)
<TABLE>
<CAPTION>
NUMBER OF SECURITIES
UNDERLYING UNEXERCISED VALUE OF UNEXERCISED
SHARES OPTIONS/SARS AT IN-THE-MONEY OPTIONS/SARS AT
ACQUIRED ON VALUE FY-END (#) FY-END ($)
NAME EXERCISE (#) REALIZED($)(1) EXERCISABLE/UNEXERCISABLE EXERCISABLE/UNEXERCISABLE(2)
---- ------------ -------------- ------------------------- ----------------------------
<S> <C> <C> <C> <C>
James A. Mack............. 43,651 766,621 232,500/190,349 4,911,563/2,246,886
Claes Glassell............ - 0 - - 0 - 204,000/ 80,000 4,593,000/ 990,000
Steven M. Klosk........... - 0 - - 0 - 225,000/ 80,000 5,254,688/ 990,000
Douglas H. MacMillan...... - 0 - - 0 - 150,000/ 80,000 2,568,750/ 990,000
Peter E. Thauer........... 3,800 97,663 220,600/ 80,000 5,132,313/ 990,000
</TABLE>
- - - - - - - - - - - - - - - - - - ---------------
(1) Based upon the market value of underlying securities at exercise less the
exercise price.
(2) Based upon the closing price ($34.4375 per share) on December 31, 1999.
The following graph compares the Company's cumulative total stockholder
return, for a five year period, with a performance indicator of the overall
stock market, the S&P Composite Index and a group of peer issuers. Prices are as
of December 31 of the year indicated.
12
<PAGE> 14
COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN
CAMBREX CORP., S&P 500, AND PEER GROUP
<TABLE>
<CAPTION>
CAMBREX CORP. PEER GROUP S&P 500 COMPOSITE
------------- ---------- -----------------
<S> <C> <C> <C>
31-Dec-94 100.00 100.00 100.00
31-Dec-95 160.06 116.42 137.58
31-Dec-96 191.03 121.41 169.17
31-Dec-97 269.66 144.88 225.60
31-Dec-98 282.60 125.65 290.08
31-Dec-99 407.40 142.08 351.12
</TABLE>
The Company manufactures and markets a broad line of specialty chemicals,
fine chemicals and pharmaceutical chemicals and intermediates to a diverse group
of customers. Because the Company's products and customers are diverse, the
Company does not believe that there is a single published industry or line of
business index that is appropriate for comparing stockholder return. The Peer
Group selected by the Company for the above Performance Graph is composed of
those companies considered most comparable to the Company in terms of amount of
sales, product lines and customers.
Those companies included in the Peer Group are: Crompton & Knowles
Corporation; The Dexter Corporation; Ferro Corporation; Great Lakes Chemical
Corporation; Lawter International, Inc.; Rohm and Haas Company; Stepan Company;
and Witco Corporation.
RETIREMENT PLANS
Retirement benefits are based on an employee's years of service and
compensation for such years. "Compensation" for the purposes of the computation
of benefits, includes regular compensation, bonuses and overtime, but excludes
income attributable to fringe benefits and perquisites. The retirement benefit
earned for a given year of service is calculated by multiplying the
participant's compensation for the year by 1% and adding to that amount 0.6% of
such compensation in excess of the participant's social security covered
compensation. Similar amounts are calculated for each year of service and are
aggregated to obtain the annual retirement benefit, subject to the limitations
imposed by the Employee Retirement Income Security Act of 1974 and related
regulations ("ERISA"). For this purpose social security covered compensation is
the 35-year average of the social security wage bases ending with the wage base
for the year in which the participant reaches age 65.
13
<PAGE> 15
Although compensation includes the items mentioned above, the Company's
qualified non-contributory pension plan (the "Qualified Plan") limits the
maximum amount of compensation which may be taken into account for the purposes
of calculating benefits to the ERISA limit, which was $160,000 during 1999 and
will increase to $170,000 for 2000. Therefore, any compensation received by any
of the Named Executive Officers which exceeds this amount will not be taken into
account in the calculation of their benefits under this Plan. A Supplemental
Non-Qualified Pension Plan, which became effective on January 1, 1994, provides
benefits based on compensation levels above the ERISA maximum compensation
level.
The following table shows the estimated aggregate annual retirement
benefits payable under the Company's Qualified and Supplemental pension plans to
employees listed, assuming they retire at normal retirement age (65), with
benefits payable in the form of a life annuity and that pensionable compensation
for all years after 1999 will be the same as 1999 pensionable compensation.
PENSION PLAN TABLE
<TABLE>
<CAPTION>
PROJECTED
1999 PENSIONABLE ANNUAL BENEFITS AT
NAME COMPENSATION ($) AGE 65 ($)
- - - - - - - - - - - - - - - - - - ---- ---------------- ------------------
<S> <C> <C>
James A. Mack............................... $962,500 $149,894
Claes Glassell.............................. $542,500 $161,695
Steven M. Klosk............................. $510,000 $217,584
Douglas H. MacMillan........................ $467,500 $ 93,952
Peter E. Thauer............................. $425,000 $ 92,093
</TABLE>
DEFERRED COMPENSATION PLAN
The Company has established a Non-qualified Deferred Compensation Plan for
Key Executives (the "Deferred Plan"). Under the Deferred Plan, officers and key
employees may elect to defer all or any portion of their pre-tax annual bonus
and/or annual base salary (other than the minimum required Social Security
contributions and $10,000). The deferred amount is invested in Fidelity Mutual
Funds available under the Cambrex Savings Plan, except for the Cambrex Stock
Fund. During 1995 the Board amended the Deferred Plan to permit officers and key
employees to elect to defer Company stock which would otherwise have issued upon
the exercise of Company stock options. The stock deferred will be held in a
Company Stock Account, and cannot be sold and the proceeds placed in another
Fidelity Fund. Transfers into the Company Stock Account are not permitted. The
Deferred Plan is not funded by the Company, but the Company has established a
Deferred Compensation Trust Fund to protect the account balance in the case of a
change of control of the Company.
CHANGE IN CONTROL ARRANGEMENTS
The Company has entered into agreements with a number of key employees,
including the Named Executive Officers, with the objective of preserving
management stability in the event of a threatened or actual change of control of
the Company. Under each agreement, in the event of a change of control of the
Company (defined in the agreement to include certain events involving changes in
ownership of the Company's stock or the composition of the Company's Board of
Directors or other structural changes, but, in any case, with the Board having
discretion to find other events to constitute a change of control) the employee
is awarded a three-year contract of employment in substantially the same
position he had prior to the start of the employment contract term. The contract
of employment is at a monthly salary not less than the highest monthly salary
earned by the employee during the 12 months preceding the start of the
employment contract term and provides for an annual bonus and benefits
comparable to those pertaining to the employee prior to the start of the
employment contract term. In addition, in the event of a change of control,
performance options including those granted under the 1998 Performance Stock
Option Plan will become immediately exercisable regardless of publicly traded
share price.
14
<PAGE> 16
In the event that at any time during the employment contract term, the
employee's employment is terminated (i) by the Company (other than by reason of
disability or for cause), or (ii) by the employee by reason of the Company's
violation of the terms of the employment contract, or (iii) by the employee
during the thirteenth month of the employment contract term, with or without
reason, the employee will be entitled to a lump sum payment in an amount equal
to the sum of (a) a ratable portion of the amount of the highest annual bonus
paid to the employee during the three years prior to the year of termination,
based upon the elapsed time in the year of termination, (b) up to three times
the annual salary under the contract and three times such highest annual bonus,
which amount declines ratably over a 36 month term for each month the employee
remains employed by the Company following the first anniversary of the start of
the employment contract term, and (c) the present value of the pension benefit
lost by the employee by reason of the early termination of employment. In the
event of such termination the employee will also be entitled to the employment
benefits, such as health insurance and life insurance, to which he would have
been entitled had his employment not been terminated, and to the immediate right
to exercise any employee stock options notwithstanding their stated
exercisability in installments. Additionally, the employment contracts provide
for an additional payment to the employee to cover any excise tax payable by the
employee on so-called excess golden parachute payments under Section 4999 of the
Internal Revenue Code of 1986, as amended.
MANAGEMENT CONTRACTS
During 1990 the Board of Directors authorized an agreement with Mr. Baldwin
pursuant to which he might, at his election and at any time after January 1,
1994, enter into a consulting arrangement with the Company upon his resignation
as an employee. Pursuant to this agreement Mr. Baldwin was obligated to provide
certain financial, consulting and advisory services to the Company as determined
by the Chief Executive Officer. The contract continued for the remainder of Mr.
Baldwin's life at an annual fee of $140,000. In 1994 the Company reached
agreement with Mr. Baldwin to restate his consulting arrangement. Under the
restated arrangement, he entered into two agreements at the prior rate, the
first providing for consulting services while he is able to provide such
services and the second providing an additional retirement benefit for the
remainder of his lifetime.
Mr. Baldwin retired as Chief Executive Officer, on April 1, 1995 and as an
employee of the Company, effective April 30, 1995 and elected to begin receiving
payments under the agreement at that time. During 1999 Mr. Baldwin received
$140,000 in consulting payments.
At a meeting held on January 26, 1995, the Board of Directors authorized
similar agreements with Mr. Mack at an annual rate of $100,000.
APPROVAL OF
APPOINTMENT OF AUDITORS
The Board of Directors, in accordance with the recommendation of the Audit
Committee, has selected PricewaterhouseCoopers L.L.P. to be the Company's
independent accountants for 2000, subject to the approval of the stockholders.
PricewaterhouseCoopers L.L.P. was engaged on March 19, 1992. A
representative of PricewaterhouseCoopers L.L.P. is expected to be present at the
meeting, will be afforded an opportunity to make a statement if such
representative desires to do so and is expected to be available to respond to
appropriate questions.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE PROPOSAL.
15
<PAGE> 17
STOCKHOLDER PROPOSALS FOR 2001
Stockholder proposals intended to be presented at the 2001 Annual Meeting
must be received by the Company not later than November 22, 2000, in order to be
included in the Company's Proxy Statement for the 2001 Annual Meeting. In
addition, the Company's By-laws provide that any stockholder wishing to present
a nomination for the office of director before a stockholder meeting for a vote
must give the Company at least 90 days advance notice, any stockholder wishing
to bring a proposal or other business before a stockholder meeting for a vote
must give the Company at least 60 days advance notice, and that both such
notices must meet certain other requirements. Any stockholder interested in
making such a nomination or proposal should request a copy of such By-law
provisions from the Secretary of Cambrex Corporation.
By Order of the Board of
Directors.
Peter E. Thauer,
Secretary
March 17, 2000
UPON WRITTEN REQUEST THE COMPANY WILL PROVIDE TO EACH STOCKHOLDER, WITHOUT
CHARGE, A COPY OF ITS ANNUAL REPORT TO THE SECURITIES AND EXCHANGE COMMISSION ON
FORM 10-K FOR 1999. REQUESTS SHOULD BE DIRECTED TO MR. DOUGLAS MACMILLAN, VICE
PRESIDENT, FINANCE AND CHIEF FINANCIAL OFFICER, CAMBREX CORPORATION, ONE
MEADOWLANDS PLAZA, EAST RUTHERFORD, NJ 07073. SUCH REPORT WILL BE FURNISHED
WITHOUT EXHIBITS. COPIES OF THE EXHIBITS TO SUCH ANNUAL REPORT WILL BE FURNISHED
TO REQUESTING STOCKHOLDERS UPON PAYMENT OF THE COMPANY'S REASONABLE EXPENSES IN
FURNISHING THE SAME.
16
<PAGE> 18
CAMBREX CORPORATION
SOLICITED BY BOARD OF DIRECTORS FOR 2000 ANNUAL MEETING OF STOCKHOLDERS
The undersigned stockholder of Cambrex Corporation, (the "Company") hereby
appoints C. C. Baldwin, Jr., J. A. Mack and D. H. MacMillan, and each of them
acting singly and each with power of substitution and resubstitution, attorneys
and proxies of the undersigned, with all the powers the undersigned would
possess if personally present, to vote the shares of Common Stock of the Company
which the undersigned is entitled to vote at the 2000 Annual Meeting of
Stockholders of the Company to be held on April 27, 2000 at 1:00 p.m. in the
Bergen Room at the Marriott Glenpointe Hotel, 100 Frank W. Burr Boulevard,
Teaneck, New Jersey and any adjournment thereof. Without otherwise limiting the
general authorization hereby given, said attorneys and proxies are instructed to
vote as indicated on the reverse side hereof on the proposals set forth in the
Notice of Annual Meeting of Stockholders of the Company and accompanying Proxy
Statement, each dated March 17, 2000.
THIS PROXY WILL BE VOTED "FOR" THE ELECTION OF THE 4 NOMINEES FOR DIRECTOR
LISTED IN THE PROXY STATEMENT ACCOMPANYING THE NOTICE OF SAID MEETING (PROPOSAL
NO. 1), AND "FOR" APPROVAL OF THE SELECTION OF ACCOUNTANTS (PROPOSAL NO. 2),
UNLESS OTHERWISE MARKET.
PLEASE COMPLETE AND SIGN PROXY ON REVERSE SIDE AND RETURN IN ENCLOSED ENVELOPE.
-------
SEE
REVERSE
SIDE
-------
<PAGE> 19
/X/ PLEASE MARK YOUR
VOTES AS IN THIS
EXAMPLE.
FOR WITHHOLD
1. ELECTION OF DIRECTORS / / / / NOMINEES: Cyril C. Baldwin, Jr.,
George J.W. Goodman
Kathryn Rudie Harrigan
For except votes withheld and Robert LeBuhn
from the following nominee(s)
_____________________________
FOR AGAINST ABSTAIN
2. Approval of the appointment of / / / / / /
PricewaterhouseCoopers L.L.P. as
independent public accountants
for 2000
Signature(s) _____________________________________ Date _______________
NOTE: Please sign exactly as name appears hereon. Joint owners should
each sign. When signing as attorney, executor, administrator,
trustee or guardian, please give full title as such.
