-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, DBaKD7LXzubysOJUzqAmTJjjkuMvC/L9fCoJ4MBTrQ5/Y5VZ+aDg8NaCoHDqiiXf vTMANuDXDzbChgMLtC5q/A== 0000950123-01-508972.txt : 20020412 0000950123-01-508972.hdr.sgml : 20020412 ACCESSION NUMBER: 0000950123-01-508972 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20011203 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20011204 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CAMBREX CORP CENTRAL INDEX KEY: 0000820081 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 222476135 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-10638 FILM NUMBER: 1805700 BUSINESS ADDRESS: STREET 1: ONE MEADOWLANDS PLZ CITY: E RUTHERFORD STATE: NJ ZIP: 07073 BUSINESS PHONE: 2018043000 MAIL ADDRESS: STREET 1: ONE MEADOWLANDS PLAZA CITY: E. RUTHERFORD STATE: NJ ZIP: 07073 8-K 1 y55476e8-k.txt CAMBREX CORPORATION CONFORMED COPY SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20459 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) December 4, 2001 ---------------------------- CAMBREX CORPORATION (Exact name of Registrant as specified in its charter) DELAWARE (State or other jurisdiction of incorporation) 1-10638 22-2476135 ---------------------- ------------------ (Commission File Number) (IRS Employer Identification No.) One Meadowlands Plaza, East Rutherford, New Jersey 07073 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (201) 804-3000
CAMBREX CORPORATION FORM 8-K CURRENT REPORT NOVEMBER 30, 2001 ITEM 5. OTHER EVENTS On November 30, 2001, Cambrex Corporation announced a plan to realign its businesses in recognition of the Company's strategic emphasis on the growing opportunities in the life sciences industry. Effective January 1, 2002, the operating units that primarily produce specialty and fine chemicals, and animal health and agriculture products will be combined under a new subsidiary, Rutherford Chemicals, Inc. The chemical company will manage CasChem, Inc., Bayonne, NJ; Cosan Chemical Corporation, Carlstadt, NJ, and Heico Chemicals, Inc., Delaware Water Gap, PA; Nepera, Inc., Harriman, NY; Zeeland Chemicals, Inc., Zeeland, MI; and Seal Sands Chemicals Ltd., Teeside, UK. Dr. Keith Henderson, currently President, Cambrex Fine Chemicals will become President, Rutherford Chemicals. The new structure will result in a change in the operating segments for financial reporting purposes. The Company expects to take one-time charges in the fourth quarter to cover impaired assets, severance, and other costs related to the realignment. The combined one-time charges are estimated to be between $10-20 million, the majority of which are expected to be non-cash items. 2 ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. (c) Exhibits (99) Additional exhibits (99) (a) Press release dated November 30, 2001 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on behalf by the undersigned hereunto duly authorized. CAMBREX CORPORATION By: /s/ Salvatore J. Guccione ------------------------- Salvatore J. Guccione Senior Vice President and Chief Financial Officer Dated: December 4, 2001 3 EX-99.A 3 y55476ex99-a.txt PRESS RELEASE [CAMBREX LOGO] CAMBREX CORPORATION NEWS RELEASE One Meadowlands Plaza East Rutherford, NJ 07073 Tel: (201) 804-3000 Fax: (201) 804-9852 Release Date: November 30, 2001 Contact: Salvatore Guccione Senior Vice President/CFO 201-804-3020 Anne-Marie Hess Director, Investor Relations & Corporate Communications 201-804-3062
CAMBREX ANNOUNCES NEW ORGANIZATION TO IMPROVE STRATEGIC FOCUS ON LIFE SCIENCES East Rutherford, NJ - November 30, 2001 - Cambrex Corporation (NYSE: CBM) announced today a plan to realign its businesses in recognition of the Company's strategic emphasis on the growing opportunities in the life sciences industry. Effective January 1, 2002, the operating units that primarily produce specialty and fine chemicals, and animal health and agriculture products will be combined under a new subsidiary Rutherford Chemicals, Inc. The chemical company will manage CasChem Inc., Bayonne, NJ; Cosan Chemical Corporation, Carlstadt, NJ, and Heico Chemicals Inc., Delaware Water Gap, PA; Nepera Inc., Harriman, NY; Zeeland Chemicals Inc., Zeeland, MI; and Seal Sands Chemicals Ltd., Teeside, UK. Dr. Keith Hendersen, currently President, Cambrex Fine Chemicals will become President, Rutherford Chemicals. The new structure will result in a change in the operating segments for financial reporting purposes. The company expects to take one-time charges in the fourth quarter to cover impaired assets, severance, and other costs related to the realignment. The combined one-time charges are estimated to be between $10-20 million, the majority of which are expected to be non-cash items. James Mack, Chairman and CEO remarked, "The realignment facilitates the dedication of resources to our life sciences businesses. It also provides for a separate management team to focus on traditional chemical markets, and better positions the Company to seek ways to maximize the value of these businesses." Cambrex is a global, diversified life science company dedicated to providing high quality products and services to help accelerate drug discovery, development, and manufacturing processes for our pharmaceutical, biopharmaceutical, biotechnology, and other research customers. Various statements made in this press release may constitute "forward-looking" statements for purposes of the Securities and Exchange Commission's "safe harbor" provisions under the Private Securities Litigation Reform Act and Rule 3B-6 under The Exchange Act. The forward-looking statements may be indicated through use of the words "intend," "may," "expected," "plan," and other words of similar meaning. The forward-looking statements contained herein may involve technological and competitive risks and uncertainties that exist in the Company's operations and business environment that may cause results to differ materially from the Company's expectations. Investors are cautioned that such statements involve risks and uncertainties that could cause actual results to differ materially from historical or anticipated results due to factors detailed in the Cambrex's Annual Report on Form-10K and other filings with the Securities and Exchange Commission. The Company does not undertake any obligation to publicly update or revise any forward-looking statements. # # # -----END PRIVACY-ENHANCED MESSAGE-----