-----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, JdvseavY4Zk88817IhxPmnj9FSaLHjfv7mrs9N1PknudC8ywGDLt8pRvG7v/ljWu Lu9jqKQIcb33w+Udx0DZXA== 0000950123-06-004112.txt : 20060404 0000950123-06-004112.hdr.sgml : 20060404 20060403175028 ACCESSION NUMBER: 0000950123-06-004112 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060403 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060404 DATE AS OF CHANGE: 20060403 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: 06734908 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 y19405e8vk.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) April 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 APRIL 3, 2006 ITEM 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION On March 31, 2006, the Cambrex Corporation (the "Company") issued a press release announcing that it was unable to complete and file the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2005 by the extended due date of March 31, 2006. The Press Release is attached to this Form 8-K as Exhibit 99.1. It is important to note that the financial information contained in Exhibit 99.1 is unaudited, subject to revision and should not be considered final until the 2005 Form 10-K is filed with the US Securities and Exchange Commission. ITEM 8.01 OTHER INFORMATION On March 31, 2006, the Cambrex Corporation (the "Company") issued a press release announcing that it was unable to complete and file the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2005 by the extended due date of March 31, 2006. The Press Release is attached to this Form 8-K as Exhibit 99.1. It is important to note that the financial information contained in Exhibit 99.1 is unaudited, subject to revision and should not be considered final until the 2005 Form 10-K is filed with the US Securities and Exchange Commission. ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS (d) Exhibits (99.1) Cambrex Corporation Press release dated March 31, 2006 The information contained in this Current Report on Form 8-K and in Exhibit 99.1 filed herewith 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. 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: April 3, 2006 By: /s/Luke M. Beshar ------------------------- ------------------------ Name: Luke M. Beshar Title: Executive Vice President Chief Financial Officer EX-99.1 2 y19405exv99w1.txt EX-99.1: PRESS RELEASE Exhibit 99.1 (CAMBREX LOGO) NEWS RELEASE Date: March 31, 2006 Contacts: Luke M. Beshar Anne-Marie Hess Executive Vice President & CFO Senior Director, Investor Relations Phone: 201-804-3010 201-804-3062 Email: luke.beshar@cambrex.com annemarie.hess@cambrex.com Release: Immediate CAMBREX CORPORATION ANNOUNCES DELAY IN FILING ITS 2005 FORM 10-K ANNUAL REPORT East Rutherford, NJ -- March 31, 2006 -- Cambrex Corporation (NYSE: CBM) announced today that it is unable to complete and file the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2005 by the extended due date of March 31, 2006. During the 2005 year-end closing procedures, it was determined that the Company had incorrectly accounted for U.S. tax benefits related to certain components of Other Comprehensive Income during 2003, 2004 and 2005. The cumulative effect of this matter was an understatement of Net Income of approximately $2.3 million. The Company also determined that certain of its tax balance sheet accounts had not been properly reconciled and has been working diligently to complete the appropriate analysis. Additionally, the Company is assessing whether it was appropriate to apply certain technical guidelines that govern the determination of quarterly Income Tax Expense in 2004 and 2005. The outcome of this assessment would not change the Company's total Income Tax Expense or Net Income for either year but may impact quarterly results. Until the analyses of the tax accounts are complete, it cannot be determined whether these matters will result in material adjustments to previously reported financial statements. The assessment of internal controls over financial reporting has not been completed. However, based upon the assessment to date, the Company expects to report a material weakness related to the Company's internal controls within its corporate tax department. The Company expects to file its 2005 Form 10-K with the Securities and Exchange Commission as soon as it completes the above referenced work. Due to the foregoing, the Company is postponing its 2006 Annual Meeting of Shareholders until these matters are resolved. The information contained in this press release is unaudited, subject to revision and should not be considered final until the 2005 Form 10-K is filed with the U.S. Securities and Exchange Commission. Cambrex Corporation | One Meadowlands Plaza | East Rutherford, NJ 07073 Phone 201.804.3000 | Fax 201.804.9852 | 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 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, interest rate, technology, manufacturing and legal issues, changes in foreign exchange rates, performance of minority investments, uncollectible receivables, loss on disposition of assets, cancellation or delays in renewal of contracts, and lack of suitable raw materials or packaging materials, the possibility that the value of the acquisition of PermaDerm(TM) cultured skin may not be realized or that our plans to obtain a Humanitarian Device Exemption, completion of clinical trials and commercialization of PermaDerm cultured skin in the United States may not be successful and the Company may not receive regulatory approval for its products. 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. ABOUT CAMBREX Cambrex is a global, diversified life sciences company dedicated to providing products and services to accelerate and improve the discovery and commercialization of human therapeutics. The Company employs approximately 2000 worldwide. For more information, please visit http://www.cambrex.com. # # # -----END PRIVACY-ENHANCED MESSAGE-----