8-K 1 y89097e8vk.txt CAMBREX CORPORATION CONFORMED COPY UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 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) August 7, 2003 ------------------------------ 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 AUGUST 7, 2003 ITEM 5. OTHER EVENTS AND REQUIRED FD DISCLOSURE. On August 7, 2003, Cambrex Corporation announced that it has entered into an agreement to sell its Rutherford Chemicals business for approximately $64 million in cash, subject to closing adjustments and transaction fees. Arsenal Capital Partners, a New York-based private equity firm, has agreed to purchase the assets and assume certain liabilities of Rutherford's U.S. operations and purchase the stock of the Rutherford subsidiary Seal Sands Chemicals Limited located in the United Kingdom. The sale is expected to close in approximately 45 to 65 days, subject to Hart Scott Rodino approval, other regulatory consents, closing on financing for the transaction, and other customary closing matters. The press release announcing the Agreement For Sale Of Rutherford Chemicals is attached to this Form 8-K as Exhibit 99.1. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. (c) Exhibits (99.1) Press release issued by Cambrex Corporation dated August 7, 2003. 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/ Luke M. Beshar ----------------------------- Luke M. Beshar 2 Senior Vice President and Chief Financial Officer Dated: August 7, 2003 EXHIBIT INDEX 99.1 Press Release of Cambrex Corporation dated August 7, 2003. 3