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) April 13, 2006
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CAMBREX CORPORATION
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(Exact name of Registrant as specified in its charter)
DELAWARE 1-10638 22-2476135
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(State or other (Commission File Number) (IRS Employer
jurisdiction of Identification No.)
incorporation)
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 8-K 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
April 13, 2006
Item 8 Other Events
Cambrex Corporation (the "Company") is reporting that on April 4, 2006, the
Company and certain of its subsidiaries received a summons and complaint
("Complaint") from the Buyer of the Rutherford Chemicals Business ("Buyer"),
which was filed in the Supreme Court of the State of New York, County of New
York. The Complaint seeks indemnification, declaratory and injunctive relief. As
disclosed in the Company's Quarterly Report on Form 10-Q for the quarterly
period ending September 30, 2005, Buyer is seeking indemnity pursuant to the
October 2003 Purchase Agreement for alleged (i) for alleged breaches of
representations, warranties and covenants covering each of the five operating
sites sold to Buyer related to facility structures, utilities and equipment and
an allegedly related breach by Buyer of a Customer Supply Agreement arising from
a breach of equipment warranty at the Harriman facility (collectively "Equipment
Matters"); and (ii) claims related to several environmental matters at each of
the five operating locations, most of which relate to the former Harriman
location (collectively "Environmental Matters"). The Complaint includes all of
the claims for indemnity and damages related to Equipment Matters and
Environmental Matters as disclosed in the Company's Quarterly Report on Form
10-Q as well as additional environmental claims.
The Company continues its evaluation of Purchaser's allegations and intends
to defend itself against these claims vigorously. As such the Company has
recorded no reserves for this matter. The Company believes that the Equipment
Matters are without merit. Concerning the Environmental Matters, the Company
believes that based on current information the majority of the claims are either
Buyer's responsibility or without merit and the remaining are otherwise not
reasonably estimable at this time.
The information contained in this Current Report on Form 8-K shall not be deemed
"filed" for purposes of Section 18 of the Securities Exchange Act of 1934 or
otherwise subject to the liabilities of that Section, nor shall it be deemed
incorporated by reference in any registration statement or other document under
the Securities Act of 1933.
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: April 13, 2006 By: /s/Peter E. Thauer
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Name: Peter E. Thauer
Title: Senior Vice President