-----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, GTu/IuiYDpROE5LDD6TVbYx4rfNxfLpheQgHTrq0H2Uh3eWuhYQgAd/kjg0lQVP2 NkmuN8POI2FknIEihz+qbw== 0000950123-06-013344.txt : 20061101 0000950123-06-013344.hdr.sgml : 20061101 20061101163253 ACCESSION NUMBER: 0000950123-06-013344 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20061026 ITEM INFORMATION: Entry into a Material Definitive Agreement FILED AS OF DATE: 20061101 DATE AS OF CHANGE: 20061101 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: 061179250 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 y26546e8vk.htm FORM 8-K 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): October 26, 2006
CAMBREX CORPORATION
(Exact name of registrant as specified in its charter)
         
Delaware
(State or other jurisdiction of
incorporation) 		  1-10638
(Commission
File Number) 		  22-2476135
(IRS Employer
Identification No.)
     
One Meadowlands Plaza    
East Rutherford, NJ   07073
(Address of principal executive offices)   (Zip Code)
Registrant’s telephone number, including area code: (201) 804-3000
Not Applicable
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
o   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
o   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
o   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
o   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13.e-4(c)
 
 

 

 

Item 1.01 Entry into a Material Definitive Agreement.
      Cambrex Corporation is reporting under Item 1.01 that on October 26, 2006, the Board of Directors approved certain amendments to the Company’s executive employment agreements (“Agreement”), a copy of which is filed as an exhibit to the Company’s Annual Report on Form 10-K, with Mr. Steve M. Klosk, Mr. Luke Beshar, Mr. Peter E. Thauer, Mr. Thomas Bird and Mr. Shawn Cavanaugh, as follows: (i) subsection 4(b)(ii) is amended to clarify that restricted stock, restricted stock units or other forms of remuneration would be included in the potential bonus arrangement that the employee may be eligible to receive pursuant to such subsection; (ii) subsection 6(d) is amended to clarify that if employment was terminated other than for cause, death or disability, pursuant to such subsection, the employee would receive an amount equal to the highest bonus earned (versus paid) in the three years prior to the change of control to clarify that unvested restricted stock would be included in the calculation of the amount which the employee may be entitled; (iii) subsection 6(d)(i)(F)(i) would be amended to clarify the definition of “actuarial equivalent” as the “GAR94 Unisex Mortality Table at a 7% interest rate”; and (iv) to clarify that all benefits would be continued for the three year employment period (as defined in the Agreement) and subsection 6(d)(i)(F)(ii) would be amended accordingly.
      The foregoing description of the terms and conditions of the amendments to the Agreement is a summary and is qualified in its entirety by reference to the amended Agreement, which will be filed as an exhibit to the Company’s Quarterly Report on Form 10-Q for the period ending on September 30, 2006.
      Cambrex Corporation is also reporting under Item 1.01 that on October 26, 2006, the Board of Directors agreed to pay Mr. Thomas Bird a bonus in the amount of $500,000 for his work in connection with the divestiture of the Company’s facilities in Cork, Ireland and Landen, Belgium. Such bonus will be paid within 14 days.

 

 

SIGNATURES
      Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
         
  CAMBREX CORPORATION
 		  
  /s/ Peter E. Thauer    
  Name:   Peter E. Thauer   
  Title:   Senior Vice President, General Counsel and Corporate Secretary   
 
Date: November 1, 2006

 

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