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) December 19, 2006
|
|
|
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) |
|
(I.R.S. Employer Identification No.) |
|
|
|
|
|
ONE MEADOWLANDS PLAZA, EAST RUTHERFORD, NEW JERSEY
07073 |
|
(Address of principal executive offices)
|
|
(Zip Code)
|
Registrants 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)
[X] 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
December 22, 2006
Section 5 Corporate
Governance and Management
Item 5.02(e) Compensatory Arrangements of Certain Officers
On December 19, 2006, the Compensation Committee of the Board of Directors
(the Committee) of Cambrex Corporation (Cambrex or the Company) approved
new retention programs designed to enhance employee retention following
consummation of the sale of the Companys Bioproducts and Biopharma businesses
to Lonza Group Limited and certain of its subsidiaries, which transaction was
previously announced by the Company in its Current Report on Form 8-K filed
with the Securities and Exchange Commission on October 24, 2006 (the
Transaction).
One of the retention programs adopted by the Committee covers certain
executive officers of the Company, including Mr. Steven M. Klosk, Executive
Vice President, Mr. Luke M. Beshar, Executive Vice President and Chief
Financial Officer and Mr. Paolo Russolo, President Cambrex Profarmaco Business
Unit, who are each named executive officers of the Company (the Executive
Officer Program). Pursuant to this program, the Committee approved a pool of
$1.5 million, subject to a 15% increase or decrease in the size of such pool as
determined by the Companys Chief Executive Officer. Individual awards granted
pursuant to this program, which are at the discretion of the Companys Chief
Executive Officer, have not been determined at this time and are subject to the
consummation of the Transaction.
Section 8 Other Events
Item 8.01 Other Events
In addition to the Executive Officer Program, the Committee approved two
other retention programs in order to enhance the Companys ability to retain
employees following consummation of the Transaction.
The first program covers key employees including certain executive officers, but does not include any named executive officer. Pursuant to this program, the Committee approved a pool of $1.465 million, subject to a 15% increase or decrease in the size of such pool as determined by the Companys Chief Executive Officer.
The second program covers certain employees and officers that are
performing transition services in connection with the Transaction, but does not
include any named executive officer. Pursuant to this program,
the Committee approved a pool of $1.465 million, subject to a 15% increase or
decrease in the size of such pool as determined by the Companys Chief
Executive Officer.
Individual awards granted pursuant to either of these programs, which are at
the discretion of the Companys Chief Executive Officer, have not been
determined at this time and are subject to the consummation of the Transaction.
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
|
|
|
By: |
/s/ Peter E. Thauer
|
|
|
|
Name: |
Peter E. Thauer |
|
|
|
Title: |
Senior Vice President, General Counsel and Corporate Secretary |
|
|
Dated: December 22, 2006