CONFORMED COPY
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
(Check One): ___Form 10-K ___Form 20-F ___Form 11-K X Form 10-Q
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___Form N-SAR ___Form N-CSR
For Period Ended: March 31, 2006
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Transition report on Form 10-K Transition report on Form 20-F
Transition report on Form 11-K Transition report on Form 10-Q
Transition report on Form N-SAR
For Transition Period Ended:
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If the notification relates to a portion of the filing checked above,
identify the item(s) to which notification relates:
PART I
REGISTRANT INFORMATION
Cambrex Corporation
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Full name of Registrant
N/A
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Former Name if applicable
One Meadowlands Plaza
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Address of Principal Executive Office (Street and number)
East Rutherford, New Jersey 07073
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City, State and Zip Code
PART II
RULE 12b-25 (b) and (c)
If the subject report could not be filed without unreasonable effort or
expense and the registrant seeks relief pursuant to Rule 12b-25(b), the
following should be completed. (Check box if appropriate.) / /
(a) The reasons described in reasonable detail in Part III of this form
could not be eliminated without unreasonable effort or expense;
(b) The subject annual report, semi-annual report, transition report on
Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form N-CSR, or portion
thereof, will be filed on or before the fifteenth calendar day
following the prescribed due date; or the subject quarterly report or
transition report on Form 10-Q, or subject distribution report on Form
10-D, or portion thereof, will be filed on or before the fifth
calendar day following the prescribed due date; and
(c) The accountant's statement or other exhibit required by Rule 12b-25(c)
has been attached if applicable.
PART III
NARRATIVE
State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D,
N-SAR, N-CSR, or the transition report or portion thereof, could not be filed
within the prescribed time period.
Cambrex Corporation was unable to file its Quarterly Report on Form 10-Q for the
quarter ended March 31, 2006 by May 10, 2006 because it has not completed its
analysis and reconciliation of certain tax related accounts for December 31,
2005 and prior which have delayed the filing of the 2005 Annual Report on Form
10-K as previously disclosed in the Company's Current Report on Form 8-K filed
on April 3, 2006. The Company continues to diligently complete the appropriate
analyses, however, until the analyses of the tax accounts are complete, it
cannot be determined if adjustments to previously reported financial statements
will be required. The Company expects to file its 2005 Form 10-K and Quarterly
Report on Form 10-Q for the quarter ended March 31, 2006 with the U.S.
Securities and Exchange Commission as soon as practical after completing the
above referenced work. The foregoing could not be eliminated without
unreasonable effort or expense.
PART IV
OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification.
Luke M. Beshar
Executive Vice President and Chief Financial Officer
Cambrex Corporation
One Meadowlands Plaza
East Rutherford, New Jersey 07073
201-804-3010
(2) Have all other periodic reports required under Section 13 or 15(d) of
the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act
of 1940 during the preceding 12 months or for such shorter period that the
registrant was required to file such report(s) been filed? If the answer is no,
identify reports(s).
Yes X No
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Annual Report on Form 10-K for period ended December 31, 2005
(3) Is it anticipated that any significant change in results of operations
from the corresponding period for the last fiscal year will be reflected by the
earnings statements to be included in the subject report or portion thereof?
X Yes No
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If so: attach an explanation of the anticipated change, both narratively
and quantitatively, and, if appropriate, state the reasons why a reasonable
estimate of the results cannot be made.
Cambrex Corporation
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(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.
Cambrex Corporation
Date: May 11, 2006 By: /s/Luke M. Beshar
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Name: Luke M. Beshar
Title: Executive Vice President
Chief Financial Officer
Explanation of the anticipated change in results of operations from the
corresponding period for the last fiscal year
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Results for the period ending March 31, 2006 as compared to the period
ending March 31, 2005 are included in the Company's Current Report on From 8-K
filed on April 28, 2006, which is incorporated herein by reference.
The financial information referred to herein is unaudited, subject to
revision and should not be considered final until the Annual Report on Form 10-K
for the period ending December 31, 2005 and the Quarterly Report on Form 10-Q
for the period ending March 31, 2006 are filed with the US Securities and
Exchange Commission.