-----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, Mc9rmHqEU/fcXZd3Ww5dJIT8WHNAHX9NHW0Bfx/UG2j4hkVv8q7sScXsNI2FilPn WLLV5w0aTwbCtW3d106BWA== 0000950123-04-011488.txt : 20040928 0000950123-04-011488.hdr.sgml : 20040928 20040928170550 ACCESSION NUMBER: 0000950123-04-011488 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040928 ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20040928 DATE AS OF CHANGE: 20040928 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: 041050548 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 y02934e8vk.txt FORM 8-K 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) September 28, 2004 ------------------------------ CAMBREX CORPORATION - -------------------------------------------------------------------------------- (Exact name of Registrant as specified in its charter) DELAWARE 1-10638 22-2476135 - -------------------------------------------------------------------------------- (State or other jurisdiction (Commission File Number) (IRS Employer of incorporation) 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 --------------------------- Check the appropriate box if the Form 8K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (See General Instruction A.2 below): [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(d) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) CAMBREX CORPORATION FORM 8-K CURRENT REPORT SEPTEMBER 28, 2004 SECTION 7 - REGULATION FD ITEM 7.01. REGULATION FD DISCLOSURE Attached as Exhibit 99.1 is a copy of a press release of Cambrex Corporation dated September 27, 2004. Such information shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference in any registration statement or other document under the Securities Act of 1933. ITEM 9.01 - FINANCIAL STATEMENTS AND EXHIBITS (c) Exhibits (99.1) Press release issued by Cambrex Corporation dated September 27, 2004. 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 Date: September 28, 2004 By: /s/ Luke M. Beshar ------------------------------ -------------------------------- Name: Luke M. Beshar Title: Executive Vice President Chief Financial Officer EXHIBIT 99.1 - Cambrex Corporation Press Release dated September 27, 2004 EX-99.1 2 y02934exv99w1.txt PRESS RELEASE [SIDEBAR GRAPHIC] [CAMBREX LOGO] [NEWS RELEASE GRAPHIC] Date: September 27, 2004 Contact: Luke M. Beshar Anne-Marie Hess Executive Vice President & CFO Director, Investor Relations Phone: 201-804-3010 201-804-3062 Email: luke.beshar@cambrex.com annemarie.hess@cambrex.com Release: Immediate CAMBREX REVIEWS 2004 OUTLOOK ON CONFERENCE CALL East Rutherford, NJ - September 27, 2004 - Cambrex Corporation (NYSE: CBM) today reported that the Company's full year 2004 earnings are expected to be less than the Company's previous guidance of $1.10 - $1.20 per share, fully diluted. The Company now expects 2004 earnings per share to be in the range of $0.90 to $1.00, fully diluted, with fourth quarter 2004 revenue and earnings representing a disproportionately higher percentage of the second half due to the timing of contracts and shipments. The revised guidance is principally the result of customer-requested and regulatory delays and postponed shipments of product in inventory. BUSINESS SEGMENT DETAILS For the Human Health segment, the Company is revising its 2004 sales growth target to 4 - 8%, from the prior guidance of 5 - 10% due primarily to two externally controlled events: a) a delay in the regulatory approval of a generic active pharmaceutical ingredient (API) and b) another client postponing the shipment of an API order to early 2005. For the Biopharma segment, the Company will continue to experience sequential quarterly revenue improvement throughout 2004, but is revising its full year sales growth target to 10 - 15% from the previous guidance of 20 - 30%, primarily due to the recent slippage of two projects. A shipment of product, with revenues of approximately $4 million, has been postponed from the fourth quarter 2004. The second project, with revenues of approximately $2 million, was moved from the fourth quarter 2004 to early 2005 due to the client postponing the expected start Cambrex Corporation | One Meadowlands Plaza | East Rutherford, NJ 07073 Phone 201.804.3000 | Fax 201.804.9852 | www.cambrex.com [SIDEBAR GRAPHIC] date. Additionally, the Company is currently reassessing the expected rate of recovery and growth of the Biopharma segment versus previous long-term projections to determine if goodwill impairment may be necessary. The Bioproducts segment continues to perform well across all product categories and is achieving previously issued guidance of 10 - 15% sales growth in 2004. John R. Leone, President and CEO commented, "While we are experiencing delays in the timing of shipments due to shifting client needs, we are confident that our long-term strategic direction and the positive underlying market fundamentals will enable us to build a more consistent revenue stream. Our funnel of new project opportunities is expanding driven by the robust pipeline of drugs in development, biotech funding, and pharmaceutical and government spending." The change in the sales outlook for the Biopharma and Human Health segments and the resulting expected geographic mix of income has changed the Company's expected range of tax rates for 2004 to approximately 34% from previous guidance of approximately 32%. The Company is not currently recognizing income tax benefits associated with domestic pre-tax losses, and as such, it is expected that the tax rate will continue to be unusually high and display quarter-to-quarter volatility until domestic pre-tax earnings are consistently positive, at which time the tax rate is expected to be approximately 30%. The Conference Call to discuss the 2004 revised guidance will begin at 8:30 a.m. Eastern Time on Tuesday, September 28, 2004 and last approximately 45 minutes. Those wishing to participate should call 1-888-634-4003 for Domestic, and +1-706-634-6653 for International. Please use the conference ID 1133622 and call approximately 10 minutes before the start time. The Conference Call will also be webcast in the Investor Relations section of the Cambrex website located at www.cambrex.com. The webcast will be available for approximately thirty (30) days following the call. A replay of the Conference Call will be available approximately two hours after the completion of the call through the end of business day, Tuesday, October 5, 2004 by calling 1-800-642-1687 for Domestic, and +1-706-645-9291 for International. Please use the conference ID 1133622 to access the replay. [SIDEBAR GRAPHIC] FORWARD LOOKING STATEMENTS This news release contains "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995 and Rule 3B-6 under The Securities Exchange Act of 1934, including, without limitation, statements regarding expected performance, especially expectations with respect to sales, research and development expenditures, earnings per share, capital expenditures, acquisitions, divestitures, collaborations, or other expansion opportunities. These statements may be identified by the fact that words such as "expects", "anticipates", "intends", "estimates", "believes" or similar expressions are used in connection with any discussion of future financial and operating performance. The forward-looking statements contained herein are based on current plans and expectations and involve risks and uncertainties that could cause actual outcomes and results to differ materially from current expectations including but not limited to, global economic trends, pharmaceutical outsourcing trends, competitive pricing or product developments, government legislation and/or regulations (particularly environmental issues), tax rate, technology, manufacturing and legal issues, unfavorable results shipments, changes in foreign exchange rates, performance of minority investments, un-collectable receivables, loss on disposition of assets, cancellation or delays in renewal of contracts, and lack of suitable raw materials or packaging materials. For further details and a discussion of these and other risks and uncertainties, investors are cautioned to review the Cambrex Annual Report on Form 10-K, including the Forward-Looking Statement and Risk Factors That May Impact Future Results sections therein, and other filings with the Securities and Exchange Commission. The Company undertakes no obligation to publicly update any forward-looking statement, whether as a result of new information, future events or otherwise. # # # -----END PRIVACY-ENHANCED MESSAGE-----