-----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, FWLbze++lF+v3xMMqxOg/Rfu5nvymEJz/9E7lY83liS2Jb6HqCAWYydUYo1XMelH cWvHf+iZw1eIJ/tNv1FqZg== 0000950123-04-012317.txt : 20041021 0000950123-04-012317.hdr.sgml : 20041021 20041021145923 ACCESSION NUMBER: 0000950123-04-012317 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20041020 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20041021 DATE AS OF CHANGE: 20041021 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: 041089519 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 y67810ke8vk.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) October 20, 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 OCTOBER 20, 2004 SECTION 8 - OTHER EVENTS ITEM 8.01. OTHER EVENTS Attached as Exhibit 99.1 is a copy of a press release of Cambrex Corporation dated October 20, 2004 announcing that Cambrex's wholly-owned subsidiary, Cambrex France SARL, acquired Genolife SA for approximately $6.0 million in cash. Genolife, located in Saint Beauzire, France, is an innovative biotechnology company specializing in rapid microbial detection testing for the pharmaceutical, agriculture, food, and cosmetic industries. 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 October 20, 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: October 20, 2004 By: /s/ Peter E. Thauer ------------------------ Name: Peter E. Thauer Title: Senior Vice President EXHIBIT 99.1 - Cambrex Corporation Press Release dated October 20, 2004 EX-99.1 2 y67810kexv99w1.txt PRESS RELEASE [CAMBREX LOGO] News Release Date: October 20, 2004 Contact: Anne-Marie Hess Director, Investor Relations & Corporate Communications Phone: 201.804.3062 Email: annemarie.hess@cambrex.com Release: Immediate CAMBREX ACQUIRES INNOVATIVE RAPID MICROBIAL DETECTION COMPANY Takes Microbial Testing from Days to Hours East Rutherford, NJ - October 20, 2004 - Cambrex (NYSE: CBM) announces that its wholly-owned subsidiary, Cambrex France SARL, has acquired Genolife SA for approximately $6.0 million in cash. Genolife, located in Saint Beauzire, France, is an innovative biotechnology company specializing in rapid microbial detection testing for the pharmaceutical, agriculture, food, and cosmetic industries. "Cambrex's endotoxin and mycoplasma detection product lines will be enhanced by the addition of rapid microbial detection technologies provided by the Genolife acquisition and the recently announced Epoch Biosciences license," commented Dave Eansor, President Bioproducts. "The new microbial detection products that we develop will prove to be some of the fastest, most accurate, and highly sensitive available on the market." The Genolife technology measures total viable organisms (TVO) in less than 5 hours rather than days or weeks required for other methods of detection. Faster results will reduce costs by quickly confirming product specifications, identifying production problems or contaminated product, and reducing product hold times and product returns. Cambrex will also use the technology internally for in-process testing of its own media, biologics and cell therapy production to cut product costs and cycle times. Cambrex plans to leverage its existing endotoxin detection sales force for the introduction of the products and services using the Genolife and Epoch technologies. Product and service introductions are expected as early as 2005. The Company estimates the acquisition to be EPS neutral in 2005 and accretive thereafter. Cambrex Corporation | One Meadowlands Plaza | East Rutherford, NJ 07073 Phone 201-804-3000 | Fax 201-804-3062 | www.cambrex.com Genolife, founded in 1996 by Drs. Franck Chaubron and Bruno Venuat, has provided products and services for bacterial, yeast and fungal identification and Genetically Modified Organism (GMO) detection services. Drs. Chaubron and Venuat will remain employees of Genolife to ensure that the value of the intellectual property is maximized. ABOUT MICROBIAL DETECTION Microbial detection tests are used worldwide in the pharmaceutical, food, beverage and personal care industries. Annually, these industries are estimated to spend over $2 billion and run145 million tests worldwide to monitor their products for the presence of potentially lethal pathogens such as E. coli, Listeria, and salmonella bacteria. Classical microbiological methods (e.g. culture plates) account for approximately 70% of all microbial detection tests and require days to perform. ABOUT CAMBREX Cambrex is a global, diversified life science company dedicated to providing high quality products and services to accelerate discovery, development, and manufacturing of human therapeutics. Product innovations for pathogen testing have included the PyroSense(TM) on-line endotoxin detection system and MycoAlert(TM), a rapid and highly sensitive test for the presence of mycoplasma. The Company employs approximately 1900 people worldwide. For more information, go to www.cambrex.com. 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 Exchange Act, 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 section 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-----