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) November 4, 2008

CAMBREX CORPORATION

(Exact name of Registrant as specified in its charter)

DELAWARE	1-10638	22-2476135
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer 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):

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(d) 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 240.13e-4(c))

TABLE OF CONTENTS

EX-99.1: PRESS RELEASE

CAMBREX CORPORATION
Form 8-K
Current Report
November 4, 2008

Section 2 — Financial Information

Item 2.02. Results of Operations and Financial Condition

     On November 4, 2008, Cambrex Corporation issued a press release announcing its financial results for the third quarter 2008. The Press Release is attached to this Form 8-K as Exhibit 99.1.

     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

     (d) Exhibits

     (99.1) Press release issued by Cambrex Corporation dated November 4, 2008.

     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.

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: November 4, 2008	By: Name:	/s/ Gregory Sargen Gregory Sargen
	Title:	Vice President
		Chief Financial Officer

Exhibit 99.1 — Cambrex Corporation Press Release dated November 4, 2008

EX-99.1

Exhibit 99.1

Date:	November 4, 2008
Contact:	Gregory P. Sargen
	Vice President & CFO
Phone:	201-804-3055
Email:	gregory.sargen@cambrex.com
Release:	Immediate

CAMBREX REPORTS THIRD QUARTER 2008 RESULTS

          East Rutherford, NJ – November 4, 2008 – Cambrex Corporation (NYSE: CBM) reports third quarter 2008 results for the period ended September 30, 2008.

• Sales increased 3.2% (-1.7% excluding foreign currency) compared to third quarter 2007.

• Adjusted EBITDA for the quarter was up $1.7 million to $11.4 million versus $9.7 million last year.

• Debt, net of cash was $92.0 million at the end of third quarter 2008. Excluding the impact of foreign exchange, debt, net of cash decreased $2.6 million during the third quarter.

Basis of Reporting

          As previously reported, Cambrex sold its Bioproducts and Biopharma businesses (the “Bio Businesses”) to Lonza for $463.9 million in February 2007. Discontinued Operations in the 2007 financial statements include the results of operations of the Bio Businesses through the date of sale as well as the corresponding gain on sale.

          The Company has provided a reconciliation from adjusted amounts to GAAP amounts at the end of this press release. Management believes that the adjusted amounts provide a more meaningful representation of the Company’s operating results for the periods presented due to the magnitude and nature of certain expenses recorded.

Third Quarter 2008 Operating Results – Continuing Operations

          Third quarter 2008 sales of $56.5 million were 3.2% higher than the third quarter 2007 and 1.7% lower excluding the effect of foreign currency. Comparing the current quarter to the same quarter last year, excluding the currency impact, custom development revenues declined due to weaker demand and customer and manufacturing delays in certain projects, and lower shipments of products based on the Company’s proprietary technologies due to timing of order patterns. Certain active pharmaceutical ingredients (“APIs”) experienced price declines compared to the same quarter last year, with the largest impact resulting from the 2007 renegotiation of a long-term contract to manufacture the Company’s largest API. Volumes associated with feed additives were lower due largely to the Company’s late 2007

Cambrex Corporation | One Meadowlands Plaza | East Rutherford, NJ 07073
Phone 201.804.3000 | Fax 201.804.9852 | www.cambrex.com

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decision to exit this business. These declines were partially offset by higher sales of generic APIs, particularly certain controlled substances.

          Third quarter 2008 Gross Margin decreased to 28.7% of sales from 33.8% during the third quarter 2007, with foreign currency favorably impacting gross margin by 2.9%. Unfavorable product mix, lower pricing on the Company’s largest API, higher raw material costs, and higher costs associated with the validation of the new API finishing facility at the Milan, Italy site, were the main drivers of the lower margins.

          Operating Profit increased to $4.5 million in the third quarter 2008 from $3.5 million in the third quarter 2007. Adjusted Operating Profit was $5.7 million, or 10.1% of sales, compared to $4.8 million, or 8.8% of sales for the third quarter last year. Adjusted EBITDA increased to $11.4 million, or 20.2% of sales, compared to $9.7 million, or 17.8% of sales last year. The increases in both Adjusted Operating Profit and Adjusted EBITDA were driven primarily by lower corporate headquarters expenses, lower Selling, General and Administrative (“SG&A”) expenses, and lower research and development expenses, partially offset by the lower gross profits described above and the negative impact of foreign currency on operating expenses.

          Steven M. Klosk, President and Chief Executive Officer, said, “We are pleased with the increases in Operating Profit and Adjusted EBITDA for the quarter. While general business conditions have impacted the number and timing of new custom development projects, especially those in the early clinical stages of development, the Company has a strong pipeline of late-stage Phase III projects. In addition, we continue to see solid growth in our controlled substances products. Softer market conditions, along with the previously reported impact of a customer recall, have resulted in lower than expected year-to-date results and ultimately a moderate downward revision in our full year earnings guidance.

          “We are nearing completion of our new mid-scale API manufacturing facility at our Swedish operation, which is expected to be on line in early 2009, and production has started in a portion of our state of the art API finishing facility in Milan, Italy, with the remainder in the later stages of validation. Along with our new high potency development center in Iowa, the completion of these projects cap a three year period of higher than normal capital investments and position us well for future growth.

          “We were pleased with the positive cash generation in the third quarter net of the impact of foreign exchange. We will continue to aggressively cut costs and focus on increasing cash flow in 2009 and beyond.

Cambrex Corporation | One Meadowlands Plaza | East Rutherford, NJ 07073
Phone 201.804.3000 | Fax 201.804.9852 | www.cambrex.com

2

          “We have nearly three and a half years remaining on our $200 million revolving credit facility and believe that cash flows from operations, along with funds available from this facility, will provide more than enough capital to execute our plan over the next few years of aggressively growing sales of products based on our proprietary drug delivery and tastemasking technologies, controlled substances, new generic APIs, and the transition of late stage clinical projects to long term supply agreements.”

Third Quarter 2008 Operating, Interest and Tax Expenses – Continuing Operations

          SG&A Expenses in the third quarter 2008 were $8.8 million compared to $10.7 million in the same period last year. The decrease is a result of corporate headquarters restructuring activities and expense reductions within the Company’s manufacturing facilities, partially offset by the negative impact of foreign currency.

          Research and Development (“R&D”) Expenses for the third quarter 2008 were $1.8 million compared to $3.1 million in the third quarter 2007. The decrease is primarily due to the Company’s decision in 2007 to consolidate its New Jersey technical center into the Company’s Iowa facility in order to create increased operating efficiencies. Cambrex also utilized certain R&D personnel on custom development projects resulting in these costs being classified as Cost of Goods Sold.

          Strategic Alternative and Restructuring Costs totaling $1.2 million in the third quarter 2008 include $0.3 million of costs related to the consolidation of operations at the New Jersey technical center into the Iowa facility, and $0.9 million of expense related to severance, change-in-control liabilities, and the ongoing project to streamline the Company’s legal entity structure in order to lower operating costs and increase tax efficiency.

          Net Interest Expense in the third quarter 2008 was $1.0 million compared to $1.1 million in the third quarter 2007. The Company capitalized interest of $0.5 million on long-term projects in the third quarter of 2008.

          The effective tax rate for the third quarter 2008 was 9.8% and the Provision for Income Taxes totaled $0.3 million. Favorable resolution of certain tax issues resulted in a benefit to tax expenses of $1.5 million during the third quarter 2008. The Company’s effective tax rates have been and are expected to remain highly sensitive to the geographic mix of income due to the Company’s inability to recognize tax benefits for U.S. GAAP purposes in certain jurisdictions where there has been a recent history of losses, primarily the U.S.

Cambrex Corporation | One Meadowlands Plaza | East Rutherford, NJ 07073
Phone 201.804.3000 | Fax 201.804.9852 | www.cambrex.com

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Third Quarter 2008 Capital Expenditures and Depreciation

          Capital expenditures and depreciation for the third quarter 2008 were $5.0 million and $5.7 million compared to $10.2 million and $4.9 million in the third quarter 2007, respectively. The decrease in capital spending is largely due to spending on an API purification facility at the Milan facility in the third quarter of 2007 for which the majority of spending has since been completed.

Guidance

          The Company expects that sales, net of the impact of foreign currency, will decline between 3% and 5% in 2008 compared to 2007. Adjusted EBITDA for 2008 is now expected to be between $50 and $53 million.

          Restructuring and Strategic Alternatives Costs are expected to be approximately $3.8 million, which includes higher-than expected costs related to the legal entity restructuring completed during the third quarter of 2008 and charges expected during the fourth quarter of 2008 related to additional cost reductions at the Company’s corporate headquarters (expected to reduce future administrative expenses by approximately $0.5 million annually). The legal entity restructuring will reduce annual administrative expenses by approximately $0.3 million and will reduce income tax expense in 2008 by approximately $1.0 million. The Company continues to experience delays in sub-leasing the recently closed New Jersey technical center.

          For 2008, capital expenditures are expected to be approximately $32 to $34 million and depreciation is expected to be $21 to $22 million.

Other Matter

          The Company previously reported that one of the Company’s customers recalled a product in the U.S. in March of 2008, and that this would result in a reduction of approximately $6.0 million in revenue compared to original 2008 guidance. The Company continues to expect this level of reduction and the impact of this expectation is included in the full year 2008 guidance discussed above.

          The financial information contained in this press release is unaudited, subject to revision and should not be considered final until the third quarter 2008 Form 10-Q is filed with the SEC.

Conference Call and Webcast

          The Conference Call to discuss third quarter 2008 earnings will begin at 8:30 a.m. Eastern Time on Wednesday, November 5, 2008 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 pass code 68710081 and call approximately 10 minutes prior to start time. A webcast is available from the

Cambrex Corporation | One Meadowlands Plaza | East Rutherford, NJ 07073
Phone 201.804.3000 | Fax 201.804.9852 | www.cambrex.com

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Investors section on the Cambrex website located at www.cambrex.com and can be accessed for 30 days following the conference call. A telephone replay of the conference call will be available through Wednesday, November 12, 2008 by calling 1-800-642-1687 for domestic and +1-706-645-9291 for international. Please use the pass code 68710081 to access the replay.

Forward Looking Statements

          This news release may contain “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, as amended, 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 or operating performance. Any forward-looking statements are qualified in their entirety by reference to the risk factors discussed in the Company’s periodic reports filed with the U.S. Securities and Exchange Commission. Any 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 or regulations (particularly environmental issues), tax rate, interest rate, technology, manufacturing and legal issues, including the outcome of outstanding litigation disclosed in the Company’s public filings, changes in foreign exchange rates, uncollectible receivables, loss on disposition of assets, cancellation or delays in renewal of contracts, lack of suitable raw materials or packaging materials, the Company’s ability to receive regulatory approvals for its products and the accuracy of the Company’s current estimates with respect to its earnings and profits for tax purposes in 2007. Any forward-looking statement speaks only as of the date on which it is made, and the Company undertakes no obligation to publicly update any forward-looking statement, whether as a result of new information, future events or otherwise. New factors emerge from time to time and it is not possible for the Company to predict which new factors will arise. In addition, we cannot assess the impact of each factor on the Company’s business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements.

          For further details and a discussion of these and other risks and uncertainties, investors and security holders are cautioned to review the Cambrex 2007 Annual Report on Form 10-K, including the Forward-Looking Statement section therein, and other subsequent filings with the U.S. Securities and Exchange Commission, including Current Reports on Form 8-K. The Company undertakes no obligation

Cambrex Corporation | One Meadowlands Plaza | East Rutherford, NJ 07073
Phone 201.804.3000 | Fax 201.804.9852 | www.cambrex.com

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to publicly update any forward-looking statement, whether as a result of new information, future events or otherwise.

About Cambrex

          Cambrex provides products and services to accelerate the development and commercialization of small molecule APIs, advanced intermediates and other products for branded and generic pharmaceuticals. The Company currently employs approximately 850 people worldwide. For more information, please visit http://www.cambrex.com.

Cambrex Corporation | One Meadowlands Plaza | East Rutherford, NJ 07073
Phone 201.804.3000 | Fax 201.804.9852 | www.cambrex.com

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CAMBREX CORPORATION
Statement of Profit and Loss
For the Quarters Ended September 30, 2008 and 2007
(in thousands)

	2008					2007
			% of						% of
	Amount		Sales			Amount			Sales
Gross Sales	$	56,508		100.0	%	$	54,742			100.0	%
Allowances and Rebates		193		0.3	%		227			0.4	%
Net Sales		56,315		99.7	%		54,515			99.6	%
Other Revenues		1,977		3.5	%		99			0.2	%
Net Revenues		58,292		103.2	%		54,614			99.8	%
Cost of Goods Sold		42,057		74.5	%		36,093			66.0	%
Gross Profit		16,235		28.7	%		18,521			33.8	%
Operating Expenses
Selling, General and Administrative Expenses		8,767		15.5	%		10,669			19.5	%
Research and Development Expenses		1,772		3.1	%		3,062			5.6	%
Restructuring Expenses		321		0.6	%		451			0.8	%
Strategic Alternative Costs		833		1.5	%		866			1.6	%
Total Operating Expenses		11,693		20.7	%		15,048			27.5	%
Operating Profit		4,542		8.0	%		3,473			6.3	%
Other Expenses:
Interest Expense, net		956		1.7	%		1,069			1.9	%
Other Expense, net		485		0.8	%		548			1.0	%
Income Before Income Taxes		3,101		5.5	%		1,856			3.4	%
Provision for Income Taxes		304		0.6	%		4,592			8.4	%
Income/(Loss) from Continuing Operations	$	2,797		4.9	%	$	(2,736	)		-5.0	%
Income from Discontinued Operations, Net of Tax		—		0.0	%		4,229			7.7	%
Net Income	$	2,797		4.9	%	$	1,493			2.7	%
Basic Earnings/(Loss) per Share
Income/(Loss) from Continuing Operations	$	0.10				$	(0.09	)
Income from Discontinued Operations, Net of Tax	$	—				$	0.14
Net Income	$	0.10				$	0.05
Diluted Earnings/(Loss) per Share
Income/(Loss) from Continuing Operations	$	0.10				$	(0.09	)
Income from Discontinued Operations, Net of Tax	$	—				$	0.14
Net Income	$	0.10				$	0.05
Weighted Average Shares Outstanding
Basic		29,163					28,934
Diluted		29,178					28,934

Cambrex Corporation | One Meadowlands Plaza | East Rutherford, NJ 07073
Phone 201.804.3000 | Fax 201.804.9852 | www.cambrex.com

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CAMBREX CORPORATION
Statement of Profit and Loss
For the Nine Months Ended September 30, 2008 and 2007
(in thousands)

	2008					2007
			% of						% of
	Amount		Sales			Amount			Sales
Gross Sales	$	184,440		100.0	%	$	182,820			100.0	%
Allowances and Rebates		1,137		0.6	%		1,001			0.5	%
Net Sales		183,303		99.4	%		181,819			99.5	%
Other Revenues		1,792		1.0	%		864			0.5	%
Net Revenue		185,095		100.4	%		182,683			100.0	%
Cost of Sales		127,120		69.0	%		115,829			63.4	%
Gross Profit		57,975		31.4	%		66,854			36.6	%
Operating Expenses
Selling, General and Administrative Expenses		31,511		17.0	%		36,572			20.1	%
Research and Development Expenses		5,945		3.2	%		8,623			4.7	%
Restructuring Expenses		1,469		0.8	%		4,034			2.2	%
Strategic Alternative Costs		1,408		0.8	%		28,560			15.6	%
Total Operating Expenses		40,333		21.8	%		77,789			42.6	%
Operating Profit/(Loss)		17,642		9.6	%		(10,935	)		-6.0	%
Other Expenses/(Income):
Interest Expense/(Income), net		2,302		1.3	%		(1,341	)		-0.7	%
Other Expenses, net		459		0.2	%		930			0.5	%
Income/(Loss) Before Income Taxes		14,881		8.1	%		(10,524	)		-5.8	%
Provision for Income Taxes		6,002		3.3	%		4,200			2.3	%
Income/(Loss) from Continuing Operations	$	8,879		4.8	%	$	(14,724	)		-8.1	%
Income from Discontinued Operations, Net of Tax		—		0.0	%		223,707			122.4	%
Net Income	$	8,879		4.8	%	$	208,983			114.3	%
Basic Earnings/(Loss) per Share
Income/(Loss) from Continuing Operations	$	0.31				$	(0.52	)
Income from Discontinued Operations, Net of Tax	$	—				$	7.83
Net Income	$	0.31				$	7.31
Diluted Earnings/(Loss) per Share
Income/(Loss) from Continuing Operations	$	0.31				$	(0.52	)
Income from Discontinued Operations, Net of Tax	$	—				$	7.83
Net Income	$	0.31				$	7.31
Weighted Average Shares Outstanding
Basic		29,096					28,575
Diluted		29,101					28,575

Cambrex Corporation | One Meadowlands Plaza | East Rutherford, NJ 07073
Phone 201.804.3000 | Fax 201.804.9852 | www.cambrex.com

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CAMBREX CORPORATION
Reconciliation of Gross Sales, Gross Profit & Operating Profit
For the Quarters and Nine Months Ended September 30, 2008 and 2007
(in thousands)

	Third Quarter 2008
	Gross		Gross					Operating
	Sales		Profit		GP%			Profit/(Loss)			OP%
Pre-Corporate Results Before Strat. Alt. & Restructuring Expenses	$	56,508	$	16,235		28.7	%	$	8,017			14.2	%
Corporate Results		—		—					(2,286	)
Adjusted Operating Profit									5,731			10.1	%
Strat. Alt. & Restructuring Expenses									(1,154	)
Equity Modification for Former Executive									(35	)
As Reported	$	56,508	$	16,235		28.7	%	$	4,542			8.0	%

	Third Quarter 2007
	Gross		Gross					Operating
	Sales		Profit		GP%			Profit/(Loss)			OP%
Pre-Corporate Results Before Strat. Alt. & Restructuring Expenses	$	54,742	$	18,521		33.8	%	$	8,792			16.1	%
Corporate Results		—		—					(4,002	)
Adjusted Operating Profit									4,790			8.8	%
Strat. Alt. & Restructuring Expenses									(1,317	)
As Reported	$	54,742	$	18,521		33.8	%	$	3,473			6.3	%

	Nine Months 2008
	Gross		Gross					Operating
	Sales		Profit		GP%			Profit/(Loss)			OP%
Pre-Corporate Results Before Strat. Alt. & Restructuring Expenses	$	184,440	$	57,975		31.4	%	$	30,627			16.6	%
Corporate Results		—		—					(9,476	)
Adjusted Operating Profit									21,151			11.5	%
Strat. Alt. & Restructuring Expenses									(2,877	)
Equity Acceleration & Modification for Former Executive									(632	)
As Reported	$	184,440	$	57,975		31.4	%	$	17,642			9.6	%

	Nine Months 2007
	Gross		Gross					Operating
	Sales		Profit		GP%			Profit/(Loss)			OP%
Pre-Corporate Results Before Strat. Alt. & Restructuring Expenses	$	182,820	$	66,854		36.6	%	$	37,783			20.7	%
Corporate Results		—		—					(16,124	)
Adjusted Operating Profit									21,659			11.8	%
Strat. Alt. & Restructuring Expenses									(32,594	)
As Reported	$	182,820	$	66,854		36.6	%	$	(10,935	)		-6.0	%

	Third Quarter 2008			Third Quarter 2007			Nine Months 2008			Nine Months 2007
Pre-Corporate Operating Profit Before Strat. Alt. & Restructuring Expenses	$	8,017		$	8,792		$	30,627		$	37,783
Corporate Results		(2,286	)		(4,002	)		(9,476	)		(16,124	)
Depreciation and Amortization		5,683			4,934			16,115			14,579
Adjusted EBITDA	$	11,414		$	9,724		$	37,266		$	36,238

Cambrex Corporation | One Meadowlands Plaza | East Rutherford, NJ 07073
Phone 201.804.3000 | Fax 201.804.9852 | www.cambrex.com

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CAMBREX CORPORATION
Consolidated Balance Sheet
As of September 30, 2008 and December 31, 2007
(in thousands)

	September 30,		December 31,
Assets	2008		2007
Cash and Cash Equivalents	$	29,173	$	38,488
Trade Receivables, net		26,775		45,003
Inventories, net		69,506		61,440
Prepaid Expenses and Other Current Assets		15,803		20,104
Total Current Assets		141,257		165,035
Property, Plant and Equipment, Net		166,001		165,657
Goodwill		35,565		35,552
Other Non-Current Assets		5,702		7,218
Total Assets	$	348,525	$	373,462
Liabilities and Stockholders’ Equity
Accounts Payable	$	18,448	$	26,185
Accrued Expenses and Other Current Liabilities		42,964		69,702
Total Current Liabilities		61,412		95,887
Long-term Debt		121,000		101,600
Deferred Tax Liabilities		18,269		19,086
Accrued Pension and Postretirement Benefits		28,151		32,104
Other Non-Current Liabilities		17,674		22,728
Total Liabilities	$	246,506	$	271,405
Stockholders’ Equity	$	102,019	$	102,057
Total Liabilities and Stockholders’ Equity	$	348,525	$	373,462

# # #

Cambrex Corporation | One Meadowlands Plaza | East Rutherford, NJ 07073
Phone 201.804.3000 | Fax 201.804.9852 | www.cambrex.com

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