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) June 6, 2005
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CAMBREX CORPORATION
(Exact name of Registrant as specified in its charter)
DELAWARE 1-10638 22-2476135
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(State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.)
ONE MEADOWLANDS PLAZA, EAST RUTHERFORD, NEW JERSEY 07073
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (201) 804-3000
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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
JUNE 6, 2005
SECTION 1 - REGISTRANT'S BUSINESS AND OPERATIONS
SECTION 1.01 ENTRY INTO MATERIAL DEFINITIVE AGREEMENT
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
Director Compensation
Cambrex Corporation is reporting under Item 1.01 that on June 2, 2005, based on
a recommendation of the Compensation Committee of the Board of Directors of
Cambrex Corporation (the "Company"), the Board of Directors of the Company
approved the following new Director Compensation program:
1. Cash Compensation
a. Effective as of January 1, 2005, all retainer and meeting fees will
be paid in cash.
b. Effective as of July 1, 2005, the Company will pay each non-employee
director of the Company, an Annual Retainer fee of $26,000. The additional
Annual Retainer fee of $5000 for the Chairman of the Audit Committee approved by
the Board on January 21, 2004 remains effective.
c. Effective as of July 1, 2005, the Company will pay each non-employee
director of the Company, $1000 for each telephonic Board and Committee meeting,
except that the Chairmen of the Compensation, Audit, Regulatory Affairs and
Governance Committees will each receive $1,500 for each telephonic Committee
meeting chaired.
d. Effective as of July 1, 2005, the Company will pay each non-employee
director of the Company, $1500 for each in-person Board and Committee meeting
attended, except that the Chairmen of the Compensation, Audit, Regulatory
Affairs and Governance Committees will receive $2,000 for each in-person
Committee meeting chaired and the chairman and the lead director shall each
receive $2000 for each Board meeting attended.
Directors will also receive reimbursement for expenses incurred in
connection with meeting attendance.
Employees of the Company who are also directors will not receive any
separate fees for acting as directors.
Outside directors may defer receipt of Board fees under the Non-Employee
Directors' Deferred Compensation Plan, which was approved by the Board in 1995.
2. Equity Compensation
The following equity compensation remains effective:
(i) each new, non-employee director is awarded an option to purchase
2,000 shares of the Company's Common Stock upon election as a director.
(ii) each non-employee director receives a grant of options to purchase
2,000 shares of Common Stock at the first meeting of the Board of Directors
following each Annual Meeting of Stockholders of the Company.
Such options shall have a per share exercise price equal to the fair
market value of the Company's Common Stock on the date of grant. Options
granted to non-employee directors shall be non-qualified options with a
seven-year term. Each option will become exercisable six months after the
date of grant, subject to acceleration upon a change in control.
In 1995 the Board adopted a policy that each director, within three
years after joining the Board, shall have acquired an amount of Company Common
Stock equal in value to the annual Board retainer. This policy remains
effective.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
99.1 Director Compensation Summary
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: June 6, 2005 By: /s/ Peter E. Thauer
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Name: Peter E. Thauer
Title: Senior Vice President, General
Counsel and Corporate Secretary