-----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, HK5dk/XFaq5Y3xvprMdYIQAjmjMvHZuSVfjK7HpuDZ1T4HmfcroTiBIGGbcHlAFG uoUjz41peJ0htJ8FCp13ew== 0000950123-06-001092.txt : 20060203 0000950123-06-001092.hdr.sgml : 20060203 20060203170040 ACCESSION NUMBER: 0000950123-06-001092 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20060203 ITEM INFORMATION: Termination of a Material Definitive Agreement FILED AS OF DATE: 20060203 DATE AS OF CHANGE: 20060203 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: 06578645 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 y17182e8vk.txt FORM 8-K 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) February 3, 2006 --------------------------------- 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 February 3, 2006 Section 1 - Registrant's Business and Operations Item 1.02 Termination of A Material Definitive Agreement Cambrex is reporting under Item 1.02 that the Company elected in January 2006 to use its revolving credit bank facility to prepay $100 million of privately placed long-term debt, in order to provide increased financial flexibility and that it has redeemed all outstanding private placement notes in the principal amount of $100,000,000. The notes which were originally issued in June and October 2003 bore interest at the rate of 5.31% and 7.05% per annum, respectively. As a result, the Company will record a $5.3 million charge in the first quarter 2006 for a one-time prepayment penalty and unamortized origination fees. The prepayment does not affect the Company's borrowing capacity. As a result, as of January 27, 2006, the Company's note agreements have been terminated. On February 1, 2006, the Company issued a press release announcing, among other items, the prepayment of the notes. 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: February 3, 2006 By: /s/ Luke Beshar ---------------- ---------------------------------- Name: Luke Beshar Title: Executive Vice President and Chief Financial Officer -----END PRIVACY-ENHANCED MESSAGE-----