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FORM 8-A
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
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CAMBREX CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 22-2476135
(State of incorporation (I.R.S. Employer
or organization) Identification No.)
One Meadowlands Plaza, East Rutherford, New Jersey 07073
(Address of principal executive offices, including zip code)
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Securities to be registered pursuant to Section 12(b) of the Act:
Name of each exchange on which
Title of each class to be so registered each class is to be registered
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None None
If this form relates to the registration of a class of securities pursuant
to Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A.(c), check the following box. [X]
If this form relates to the registration of a class of securities pursuant
to Section 12(g) of the Exchange Act and is effective pursuant to General
Instruction A.(d), check the following box. [ ]
Securities Act registration statement file number to which this form
relates (if applicable): N/A
Securities to be registered pursuant to Section 12(g) of the Act:
Preferred Share Purchase Rights
(Title of Class)
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The Commission is respectfully requested to send copies of all notices,
orders and communications to:
PETER E. THAUER, ESQ. ROBERT S. REDER, ESQ.
CAMBREX CORPORATION MILBANK, TWEED, HADLEY & MCCLOY LLP
ONE MEADOWLANDS PLAZA 1 CHASE MANHATTAN PLAZA
EAST RUTHERFORD, NEW JERSEY 07073 NEW YORK, NEW YORK 10005
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INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 1. Description of Registrant's Securities to be Registered.
On April 27, 2006, the Board of Directors (the "Board of Directors")
of Cambrex Corporation (the "Company") (i) adopted a Rights Agreement dated June
5, 2006 (the "Rights Agreement") between the Company and American Stock Transfer
& Trust Company, as Rights Agent (the "Rights Agent"), and (ii) declared a
dividend of one preferred share purchase right (a "Right") for each outstanding
share of common stock, par value $.10 per share (the "Common Shares"), of the
Company. The dividend of a Right is payable on June 5, 2006, (the "Record Date")
to the holders of record of the Common Shares on that date. Each Right entitles
the holder to purchase from the Company one one-hundredth of a share of Series F
Junior Participating Cumulative Preferred Stock, par value $.10 per share of the
Company (the "Preferred Shares") at a price of $80 per one one-hundredth of a
Preferred Share (the "Purchase Price"), subject to adjustment. The description
and terms of the Rights are set forth in the Rights Agreement.
Until the earlier to occur of (i) 10 days following a public
announcement that a person or group of affiliated or associated persons has
acquired beneficial ownership of 10% or more of the outstanding Common Shares
(an "Acquiring Person") or (ii) 10 business days (or such later date as may be
determined by action of the Board of Directors prior to such time as any person
or group of affiliated persons becomes an Acquiring Person) following the
commencement of, or announcement of an intention to make, a tender offer or
exchange offer the consummation of which would result in the beneficial
ownership by a person or group of 10% or more of the outstanding Common Shares
(the earlier of such dates being called the "Distribution Date"), the Rights
will be evidenced, with respect to any of the Common Share certificates
outstanding as of the Record Date, by such Common Share certificate with a copy
of the Summary of Rights in the form attached as Exhibit C to the Rights
Agreement.
The Rights Agreement provides that none of the Company's directors or
officers shall be deemed to beneficially own any Common Shares owned by any
other director or officer by virtue of such persons acting in their capacities
as such, including, without limitation, in connection with any formulation and
publication of the Board of Directors recommendation of its position, and any
actions taken in furtherance thereof, with respect to an acquisition proposal
relating to the Company, a tender or exchange offer for the Common Shares or any
solicitation of proxies with respect to any Common Shares.
The Rights Agreement provides that, until the Distribution Date (or
earlier redemption or expiration of the Rights), the Rights will be transferred
with and only with the Common Shares. Until the Distribution Date (or earlier
redemption or expiration of the Rights), new Common Share certificates issued
after the Record Date upon transfer or new issuance of Common Shares will
contain a notation incorporating the Rights Agreement by reference. Until the
Distribution Date (or earlier redemption or expiration of the Rights), the
surrender for transfer of any certificates for Common Shares outstanding as of
the Record Date, even without such notation or a copy of the Summary of Rights
attached thereto, will also constitute the transfer of the Rights associated
with the Common Shares represented by such certificate. As
soon as practicable following the Distribution Date, separate certificates
evidencing the Rights ("Right Certificates") will be mailed to holders of record
of the Common Shares as of the close of business on the Distribution Date and
such separate Right Certificates alone will evidence the Rights.
The Rights are not exercisable until the Distribution Date. The Rights
will expire on December 31, 2007 (the " Expiration Date"), unless the Rights are
earlier redeemed or exchanged by the Company, in each case, as described below.
The Purchase Price payable, and the number of Preferred Shares or
other securities or property issuable, upon exercise of the Rights are subject
to adjustment from time to time to prevent dilution (i) in the event of a stock
dividend on, or a subdivision, combination or reclassification of, the Preferred
Shares, (ii) upon the grant to holders of the Preferred Shares of certain rights
or warrants to subscribe for or purchase Preferred Shares at a price, or
securities convertible into Preferred Shares with a conversion price, less than
the then-current market price of the Preferred Shares or (iii) upon the
distribution to holders of the Preferred Shares of evidences of indebtedness or
assets (excluding regular periodic cash dividends paid out of earnings or
retained earnings or dividends payable in Preferred Shares) or of subscription
rights or warrants (other than those referred to above).
The number of outstanding Rights and the number of one one-hundredths
of a Preferred Share issuable upon exercise of each Right are also subject to
adjustment in the event of a stock split of the Common Shares or a stock
dividend on the Common Shares payable in Common Shares or subdivisions,
consolidations or combinations of the Common Shares occurring, in any such case,
prior to the Distribution Date.
Preferred Shares purchasable upon exercise of the Rights will not be
redeemable. Once issued upon exercise of Rights, each Preferred Share will be
entitled to a minimum preferential quarterly dividend payment equal to the
greater of $1 per share or an aggregate dividend of 100 times the dividend
declared per Common Share. In the event of liquidation, the holders of
outstanding Preferred Shares will be entitled to a minimum preferential
liquidation payment of $100 per share but will be entitled to an aggregate
payment of 100 times the payment made per Common Share. Each outstanding
Preferred Share will have 100 votes, voting together with the Common Shares.
Finally, in the event of any merger, consolidation or other transaction in which
Common Shares are exchanged, each outstanding Preferred Share will be entitled
to receive 100 times the amount received per Common Share. These rights are
protected by customary antidilution provisions.
Because of the nature of the Preferred Shares' dividend, liquidation
and voting rights, the value of the one one-hundredth interest in a Preferred
Share purchasable upon exercise of each Right should approximate the value of
one Common Share.
In the event that any person or group of affiliated or associated
persons becomes an Acquiring Person, the Rights Agreement provides that proper
provision shall be made so that each holder of a Right, other than Rights
beneficially owned by the Acquiring Person (which will thereafter be void), will
thereafter have the right to receive (subject to adjustment) upon exercise
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thereof at the then-current Purchase Price, that number of Common Shares having
a market value of two times the Purchase Price, unless the event causing such
Person to become an Acquiring Person is an acquisition of Common Shares pursuant
to a tender or exchange offer for all outstanding Common Shares at a price and
on terms determined by at least a majority of the members of the Board of
Directors who are not Acquiring Persons or representatives, nominees, affiliates
or associates of an Acquiring Person, after receiving advice from one or more
investment banking firms, to be at a price which is fair to stockholders (taking
into account all factors which such directors deem relevant, including, without
limitation, prices which could reasonably be achieved if the Company or its
assets were to be sold on an orderly basis designed to realize maximum value)
and otherwise in the best interests of the Company and its stockholders. At any
time after any person or group becomes an Acquiring Person and prior to the
acquisition by such person or group of 50% or more of the outstanding Common
Shares, the Board of Directors may exchange the Rights (other than Rights owned
by such person or group, which will have become void), in whole or in part, at
an exchange ratio of one Common Share, or one one-hundredth of a Preferred Share
(or of a share of a class or series of the Company's preferred stock having
equivalent rights, preferences and privileges), per Right (subject to
adjustment).
In the event that the Company is acquired in a merger or other
business combination transaction or 50% or more of its consolidated assets or
earning power are sold after a person or group has become an Acquiring Person,
proper provision will be made so that each holder of a Right will thereafter
have the right to receive, upon the exercise thereof at the then-current
Purchase Price, that number of shares of common stock of the acquiring company
which at the time of such transaction will have a market value of two times the
Purchase Price.
With certain exceptions, no adjustment in the Purchase Price will be
required until cumulative adjustments require an adjustment of at least 1% in
the Purchase Price. No fractional Preferred Shares will be issued (other than
fractions which are integral multiples of one one-hundredth of a Preferred
Share, which may, at the election of the Company, be evidenced by depositary
receipts) and in lieu thereof, an adjustment in cash will be made based on the
market price of the Preferred Shares on the last trading day prior to the date
of exercise.
At any time prior to the acquisition by a person or group of
affiliated or associated persons of beneficial ownership of 10% or more of the
outstanding Common Shares, the Board of Directors may redeem the Rights in
whole, but not in part, at a price of $.01 per Right (the "Redemption Price").
The redemption of the Rights may be made effective at such time on such basis
with such conditions as the Board of Directors in its sole discretion may
establish.
The terms of the Rights may be amended by the Board of Directors
without the consent of the holders of the Rights, including an amendment to (a)
reduce the Redemption Price or (b) increase the Purchase Price, except that from
and after such time as any person or group of affiliated or associated persons
becomes an Acquiring Person no such amendment may adversely affect the interests
of the holders of the Rights (other than the Acquiring Person and its affiliates
and associates). Notwithstanding the foregoing, the Company may not at any time
amend the Rights Agreement to extend the Expiration Date later than December 31,
2007.
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Until a Right is exercised, the holder thereof, as such, will have no
rights as a stockholder of the Company, including, without limitation, the right
to vote or to receive dividends.
A copy of the Rights Agreement is available free of charge from the
Company. This summary description of the Rights does not purport to be complete
and is qualified in its entirety by reference to the Rights Agreement which is
filed as an exhibit hereto and incorporated herein by reference.
As of May 1, 2006, there were 29,198,491 Common Shares issued and
outstanding. As long as the Rights are attached to the Common Shares, the
Company will issue one Right with each new Common Share so that all such shares
will have Rights attached. The Company's Board of Directors has reserved for
issuance upon exercise of the Rights three hundred thousand (300,000) Preferred
Shares.
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Item 2. Exhibits.
Exhibit No. Description
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4.1 Form of Rights Agreement, including the Form of Certificate of
Designations of Series F Junior Participating Cumulative Preferred
Stock, the Form of Right Certificate, and the Summary of Rights to
Purchase Preferred Shares, respectively attached thereto as
Exhibits A, B and C.
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SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereto duly authorized.
CAMBREX CORPORATION
Date: May 25, 2006
By: /s/ Peter Thauer
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Name: Peter E. Thauer
Title: Senior Vice President,
General Counsel and
Corporate Secretary
EXHIBIT INDEX
Exhibit No. Description
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4.1 Form of Rights Agreement, including the Form of Certificate of
Designations of Series F Junior Participating Cumulative Preferred
Stock, the Form of Right Certificate, and the Summary of Rights to
Purchase Preferred Shares, respectively attached thereto as
Exhibits A, B and C.