0001437749-16-024331.txt : 20160129 0001437749-16-024331.hdr.sgml : 20160129 20160129172931 ACCESSION NUMBER: 0001437749-16-024331 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20160128 ITEM INFORMATION: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20160129 DATE AS OF CHANGE: 20160129 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: 161374600 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 cbm20160129_8k.htm FORM 8-K cbm20160129_8k.htm

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)                   January 28, 2016      

  

                    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):

 

[ ] 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

January 28, 2016

  

Section 5 – Corporate Governance and Management

Item 5.03.     Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

 

The Board of Directors of Cambrex Corporation amended Article III, Section 3.a of the Corporation’s by-laws effective January 28, 2016. By this amendment the Board fixed that the entire board of directors may be removed, with or without cause, by the holders of the majority of the shares then entitled to vote at an election.

  

Item 9.01 - Exhibit

 

(c)     Exhibit Index

 

Exhibit 3.1  Text of Amendments to Cambrex Corporation’s By-laws

 

Item 601(b)

(3)(ii) Text of Amendment to By-Laws of Cambrex Corporation, effective January 28, 2016.  

 

 
 

 

    

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: January 28, 2016

By:

/s/ Samantha M. Hanley

 

 

Name:

Samantha M. Hanley

 

 

Title:

Vice President, General Counsel & Secretary

 

 

 

 
 

 

 

Item 9.01 - Exhibits

 

(c)     Exhibit

 

Item 601(b)

 

(3)(ii) Text of Amendment to By-Laws of Cambrex Corporation, effective January 28, 2016.

 

ARTICLE III - DIRECTORS

Section 3.a. REMOVAL; RESIGNATION

Any director or the entire board of directors may be removed, with or without cause, by the holders of a majority of the shares then entitled to vote at an election of directors.

 

EX-3.1 2 ex3-1.htm EXHIBIT 3.1 ex3-1.htm

Exhibit 3.1

 

TEXT OF AMENDMENTS TO THE BY-LAWS OF CAMBREX CORPORATION

 

Article III, Section 3.a of the By-Laws is amended to read as follows:

 

Section 3. NUMBER, ELECTION AND TERMS.

 

(a) Any director or the entire board of directors may be removed, with or without cause, by the holders of a majority of the shares then entitled to vote at an election of directors.

 

The term "entire Board" as used in these By-Laws means the total number of Directors which the Corporation would have if there were no vacancies.