Form 8-K CAMBREX CORP For: Nov 05

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)

November 5, 2015

                                    

 

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)	(IRS Employer Identification No.)
ONE MEADOWLANDS PLAZA, EAST RUTHERFORD, NEW JERSEY		07073
(Address of principal executive offices)		(Zip Code)

 

Registrant's 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)

[ ] 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

 

 

 

Item 5.02 – Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

On November 2, 2015, the Board of Directors of Cambrex Corporation appointed Louis J. Grabowsky, 64, as a member of the Company’s Board of Directors for a term expiring on the date of its 2016 annual meeting and will serve on the Board’s Audit Committee. Mr. Grabowsky’s appointment increases the size of the Board to nine members until William Korb’s retirement following the Company’s April 2016 Annual Meeting of Stockholders.

 

Mr. Grabowsky is a co-founder and principal of Juniper Capital Management, a financial sponsor that provides capital to high-growth potential but under-resourced entrepreneurial companies based in the United States.

 

Previously and prior to his retirement from Grant Thornton, Mr. Grabowsky served as the Chief Operating officer of the U. S. firm from 2009 to 2013. In that role, Mr. Grabowsky oversaw the execution of the firm’s strategy through each of the businesses and geographies. The U.S. operations of Grant Thornton included over 6,500 personnel with net revenues approximating $1.3 billion.

 

Mr. Grabowsky will be paid in accordance with the Company’s non-employee director compensation program, prorated for the current year, which is as follows: the compensation for non-employee directors consists of an annual retainer of $40,000 plus $2,500 for each Board meeting and $1,500 for each Committee meeting attended, an annual award of such number of restricted stock units equivalent in value to $50,000 (determined by dividing $50,000 by the average of the highest and lowest trading prices of the Company’s stock as reported on the NYSE on the date of the award) and an option to purchase $30,000 in value of shares of the Company’s common stock (estimated on the date of the grant using the Black-Scholes option-pricing model based on the director’s age and expected retirement date).

 

Item 9.01     Financial Statements and Exhibits

 

(d)     Exhibits

 

(99.1) Press release issued by Cambrex Corporation dated November 5, 2015.

 

 

  

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:	November 5, 2015		By:	/s/ Samantha Hanley
			Name:	Samantha Hanley
			Title:	Vice President

 

 

 

Exhibit 99.1     Press release dated November 5, 2015.

Exhibit 99.1

 

 

Innovation. Experience. Performance.

 

 

NEWS RELEASE

 

 

 LOUIS J. GRABOWSKY APPOINTED TO THE

BOARD OF DIRECTORS OF CAMBREX CORPORATION

 

East Rutherford, NJ – November 5, 2015 – Cambrex Corporation (NYSE: CBM, “Cambrex”)  announced today that on November 2, 2015, Louis J. Grabowsky, age 64, was appointed to the Company’s Board of Directors for a term expiring on the date of its 2016 annual meeting and will serve on the Board’s Audit Committee.  Mr. Grabowsky’s appointment increases the size of the Board to nine members until William Korb’s retirement following the Company’s April 2016 Annual Meeting of Stockholders.

 

Chairman of the Board, Shlomo Yanai, commented, "We are excited to have Lou join Cambrex's Board of Directors.  He has enjoyed a distinguished career at one of the world’s leading independent audit, tax and advisory firms and his appointment further strengthens our financial and operational experience on the Board.  I am confident that he will make significant contributions to our company.”

 

Mr. Grabowsky is a co-founder and principal of Juniper Capital Management, a financial sponsor that provides capital to high-growth potential but under-resourced entrepreneurial companies based in the United States.

 

Prior to founding Juniper Capital Management, Mr. Grabowsky was a partner with Grant Thornton LLP. Before his retirement from Grant Thornton in 2014, Mr. Grabowsky served as the Chief Operating Officer of the U.S. firm from 2009 to 2013. In that role, Mr. Grabowsky oversaw the execution of the firm’s strategy through each of the businesses and geographies. The U.S. operations of Grant Thornton included over 6,500 personnel with net revenues approximating $1.3 billion.

 

Before becoming Chief Operating Officer, Mr. Grabowsky held several leadership roles at Grant Thornton. From 2006 until 2009, he served as Managing Partner for the Central Region and was responsible for the day-to-day operations of eight offices across four states. From 2003 to 2006, Mr. Grabowsky led the Dallas, Texas office and was also a member of the firm’s Partnership Board.

 

Prior to joining Grant Thornton, Mr. Grabowsky served for a total of 27 years in various positions with Arthur Andersen LLP, including 17 years as a partner.

 

Currently, Mr. Grabowsky is a member of the board of directors of Griffon Corporation (NYSE: GFF), ClubCorp Holdings, Inc. (NYSE: MYCC) and several civic and charitable organizations.  

 

  

About Cambrex

 

Cambrex Corporation is an innovative life sciences company that provides products, services and technologies to accelerate the development and commercialization of small molecule therapeutics.  The Company offers Active Pharmaceutical Ingredients (APIs), advanced intermediates and enhanced drug delivery products for branded and generic pharmaceuticals. Development and manufacturing capabilities include enzymatic biotransformations, high potency APIs, high energy chemical synthesis, controlled substances and formulation of finished dosage form products.  For more information, please visit www.cambrex.com.  

 

Contact:	Stephanie LaFiura
	Investor Relations Associate
Phone:	201.804.3037
Email:	[email protected]

     

 

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