Form SC 13D ALBANY MOLECULAR RESEARC Filed by: D'Ambra David

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

 

 

SCHEDULE 13D

 

UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No.   )*

 

 

Albany Molecular Research, Inc.
(Name of Issuer)

 

Common Stock, $0.01 par value per share
(Title of Class of Securities)

 

012423109
(CUSIP Number)

 

Bessemer Trust Company of Delaware N.A.

1007 North Orange Street
Suite 1450

Wilmington, Delaware 19801

 

David D’Ambra

c/o Albany Molecular Research, Inc.

26 Corporate Circle
Albany, NY 12203

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

 

July 11, 2016
(Date of Event Which Requires Filing of Statement on Schedule 13D)

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), checking the following box. ¨

 

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

 

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

  

 

(1)          Name of Reporting Persons:   Bessemer Trust Company of Delaware N.A.
(2)          Check the Appropriate Box if a Member of a Group (See Instructions): (a)           ¨ (b)           x
(3)          SEC Use Only:
(4)          Source of Funds (See Instructions):  OO
(5)          Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e):  ☐
(6)          Citizenship or Place of Organization: Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:	(7)          Sole Voting   Power                           3,873,289
	(8)          Shared Voting   Power                          0
	(9)          Sole Dispositive   Power                           3,873,289(1)
	(10)        Shared Dispositive   Power                           0
(11)        Aggregate Amount Beneficially Owned by Each Reporting Person:  3,873,289
(12)       Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):                                                      ¨
(13)        Percent of Class Represented by Amount in Row (11):  10.9(2)
(14)        Type of Reporting Person (See Instructions):                              OO

 

  

(1)          Name of Reporting Persons:   David D’Ambra
(2)          Check the Appropriate Box if a Member of a Group (See Instructions): (a)           ¨ (b)           x
(3)          SEC Use Only:
(4)          Source of Funds (See Instructions):  OO
(5)          Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e):  ☐
(6)          Citizenship or Place of Organization: United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:	(7)          Sole Voting   Power                           3,873,289
	(8)          Shared Voting   Power                          0
	(9)          Sole Dispositive   Power                           3,873,289(1)
	(10)        Shared Dispositive   Power                           0
(11)        Aggregate Amount Beneficially Owned by Each Reporting Person:  3,873,289
(12)       Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):                                                      ☐
(13)        Percent of Class Represented by Amount in Row (11):  10.9(2)
(14)        Type of Reporting Person (See Instructions):                              IN

 

(1)

Bessemer Trust Company of Delaware N.A. (“Bessemer”) is trustee of, and Mr. David D’Ambra is a special holding direction advisor to, the following trusts: the BTDEL TTEE of Thomas D’Ambra Family Trust I UAD 2/26/97 FBO Abigail D’Ambra, which holds 1,291,095.67 shares of common stock of the Issuer, (ii) the BTDEL TTEE of Thomas D’Ambra Family Trust I UAD 2/26/97 FBO Geoffrey D’Ambra, which holds 1,291,096.67 shares of common stock of the Issuer, and (iii) the BTDEL TTEE of Thomas D’Ambra Family Trust I UAD 2/26/97 FBO Agatha D’Ambra, which holds 1,291,096.66 shares of common stock of the Issuer.  Bessemer, as the trustee of each of the above trusts, has sole voting and dispositive power over the shares subject to the direction of Mr. D’Ambra as described below.  Mr. D’Ambra, as a special holding direction advisor to the trusts, has the authority to direct the trustee in the exercise of all powers with respect to the shares, including investment decisions.  Neither Bessemer nor Mr. D’Ambra has any direct or indirect pecuniary interest in the shares and therefore each of them disclaims any beneficial ownership of the shares other than under Rule 13d-3(a).

 

(2)

Based on 35,702,763 shares of Common Stock outstanding as of May 4, 2016 (as reported in that certain Subscription Agreement of the Issuer, dated May 5, 2016, filed as Exhibit 10.1 to the Issuer’s Current Report on Form 8-K filed with the Commission on May 6, 2016), determined in accordance with Rule 13d-3 of the Exchange Act.

 

  

ITEM 1.

SECURITY AND ISSUER

 

This Schedule 13D relates to shares of common stock, par value $0.01 per share (the “Common Stock”), of Albany Molecular Research, Inc., a Delaware corporation (the “Issuer”).

 

The address of the Issuer’s principal executive offices is 26 Corporate Circle, Albany, NY 12203.

 

ITEM 2.

IDENTITY AND BACKGROUND

 

	(a)	This Schedule 13D is being filed by Bessemer Trust Company of Delaware N.A. (“Bessemer”) and David D’Ambra (“Mr. D’Ambra”).
	(b)	The business address of Bessemer is 1007 North Orange Street, Suite 1450, Wilmington, Delaware 19801.   The business address of Mr. D’Ambra is c/o Albany Molecular Research, Inc., 26 Corporate Circle, Albany, NY 12203.
	(c)	Bessemer Trust is a private wealth management company. Mr. D’Ambra is a product specialist at Insulectro, a supplier of materials used to manufacture printed circuit boards and printed electronics. Insulectro is headquartered in Lake Forest, California.
	(d)	During the last five years, neither of Bessemer nor Mr. D’Ambra has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

 

(e)

During the last five years, neither of Bessemer nor Mr. D’Ambra has been party to any civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of any such proceeding was or is subject to a judgment, decree, or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws, or finding any violation with respect to such laws.

 

(f)

Bessemer is a National Association operating exclusively in Delaware.   Mr. D’Ambra is a United States citizen.

 

ITEM 3.

SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION

 

Bessemer and Mr. D’Ambra are filing this Schedule 13D in connection with Bessemer’s entry into the Stockholders Agreement described in Item 4.

 

The Stockholders, including Bessemer, entered into the Stockholders Agreement as an inducement to the Issuer and the Seller to enter into the Share Purchase Agreement described in Item 4 (the terms of which are hereby incorporated into this Item 3 by reference). Neither the Issuer nor the Seller paid additional consideration to the Stockholders in connection with the execution and delivery of the Stockholders Agreement, and thus no funds were used for such purpose. The capitalized terms used in this paragraph are defined in Item 4.

 

The shares of Common Stock beneficially owned by Bessemer and Mr. D’Ambra as reported in this Schedule 13D were acquired through contributions from Thomas E. D’Ambra, Ph. D., and his wife, Constance D’Ambra.

 

 

ITEM 4.

PURPOSE OF TRANSACTION

 

Bessemer and Mr. D’Ambra are filing this Schedule 13D in connection with Bessemer’s entry into the Stockholders Agreement described below.

 

On May 5, 2016, the Issuer and Lauro Cinquantasette S.p.A., a company organized under the laws of Italy (the “Seller”), entered into a Share Purchase Agreement (the “Share Purchase Agreement”) pursuant to which, on July 11, 2016 (the “Closing”), the Issuer purchased 100% of the capital stock of Prime European Therapeuticals S.p.A. – Euticals, a company organized under the laws of Italy (“Euticals”) for an aggregate purchase price of approximately €315 million (subject to certain net working capital and net debt adjustments at Closing and post-Closing in accordance with the terms of the Share Purchase Agreement), including (i) approximately €164 million in cash, (ii) the issuance of 7,051,295 shares of Common Stock (the “Consideration Shares”), and (iii) €55 million in deferred cash consideration payable to the Seller in the form of two Seller notes (collectively, the “Transaction”).

 

In connection with the Transaction, the Issuer, the Seller, and the following stockholders of the Issuer and the Seller (in each case, the “Stockholders”) entered into a stockholders agreement (the “Stockholders Agreement”) at the Closing:

 

Issuer Stockholders

William S. Marth

Thomas E. D’Ambra

Constance M. D’Ambra

Thomas E. D’Ambra Family Trust I u/a/d 2/26/97 f/b/o Abigail D’Ambra

Thomas E. D’Ambra Family Trust I u/a/d 2/26/97 f/b/o Agatha D’Ambra

Thomas E. D’Ambra Family Trust I u/a/d 2/26/97 f/b/o Geoffrey D’Ambra

3-Gutinver, S.L.

 

Seller Stockholders

Lauro Quarantotto S.p.A.

Mandarin Capital Partners Secondary S.c.a. SICAR

 

The Stockholders Agreement provides the Seller with the right to select a designee to be elected to the Issuer’s board of directors (the “Board”) as a Class II director (the “Seller Designee”), subject to certain director qualifications set forth in the Issuer’s organizational documents. Thereafter, among other conditions, for so long as: (i) the Seller beneficially owns at least 5% of the Issuer; (ii) within two years from the date of the Closing, the Seller Stockholders together or individually own more than 50% of the equity interest in the Seller; and (iii) such time after the two-year period from the date of the Closing, the Seller Stockholders together or individually own more than 35% of the equity interest in the Seller and have control (as such term is used in the definition of “Affiliate” as defined in the Stockholders Agreement) of the board of directors of the Seller, the Board shall include the Seller Designee as a Class II Board nominee. The Stockholders Agreement will terminate if the Seller no longer meets the requirements described above, or if there is a sale of the Issuer.

 

The Stockholders Agreement also provides that each Stockholder who is an Issuer Stockholder agrees to vote all shares of Common Stock owned by such Stockholder in favor of the Seller Designee in any election of Class II Board members. Additionally, for so long as the Seller has the right to designate the Seller Designee, the Seller agrees to vote all shares of Common Stock owned by the Seller or its affiliates in favor of any director nominees recommended for election by the Board at any special or annual meeting. The Stockholders Agreement also provides for certain “standstill” restrictions that prevent the Seller from proposing certain business combinations and acquiring in the aggregate more than 19.99% of the Issuer, which restrictions will last for the longer of three years or such time as the Seller has the right to appoint the Seller Designee. Finally, under the Stockholders Agreement, each of the Stockholders granted the General Counsel of the Issuer an irrevocable proxy to vote all of such Stockholder’s shares in the manner required to be voted in accordance with the terms of the Stockholders Agreement, which proxy becomes effective only in the event that such Stockholder (i) fails to vote or (ii) attempts to vote (whether by proxy or in person), in a manner which is inconsistent with the terms of the Stockholders Agreement.

 

 

The foregoing summary of the Transaction, including the Stockholders Agreement and the Share Purchase Agreement, does not purport to be complete and is qualified in its entirety by reference to the full text of such agreements, filed herewith as Exhibits 99.1 and 99.2, respectively, which are incorporated by reference in this Item 4.

 

Other than as described above, Bessemer and Mr. D’Ambra do not have any present plan or proposal which relates to, or would result in any action with respect to, the matters listed in paragraphs (a) through (j) of Item 4 of Schedule 13D.

 

Bessemer and Mr. D’Ambra reserve the right to formulate plans and/or make proposals, and take such actions with respect to Bessemer’s and Mr. D’Ambra’s investment in the Issuer, including, subject to applicable law, (i) to hold their shares as a passive investor or as an active investor (whether or not as a member of a “group” with other beneficial owners of shares or otherwise), (ii) to acquire beneficial ownership of additional shares in the open market, in privately negotiated transactions or otherwise, (iii) to dispose of all or part of their holdings of shares, (iv) to take other actions which could involve one or more of the types of transactions or have one or more of the results described in Item 4 of Schedule 13D, or (v) to change their intentions with respect to any or all of the matters referred to in this Item 4. Except as described in this Item 4 and elsewhere in this Schedule 13D and any plans or proposals that may from time to time be discussed or considered by the directors of the Issuer in their fiduciary capacities as directors, Bessemer and Mr. D’Ambra do not currently have any plans or proposals that relate to or would result in any of the actions specified in Item 4 of Schedule 13D.

 

ITEM 5.

INTEREST IN SECURITIES OF THE ISSUER

 

(a)–(b)

 

As of July 15, 2016, Bessemer and Mr. D’Ambra had sole voting and dispositive power with respect to 3,873,289 shares of Common Stock and shared voting and dispositive power with respect to 0 shares of Common Stock, representing in the aggregate approximately 10.9% of the shares of Common Stock outstanding as of May 4, 2016 (as reported in that certain Subscription Agreement of the Issuer, dated May 5, 2016, filed as Exhibit 10.1 to the Issuer’s Current Report on Form 8-K filed with the Commission on May 6, 2016).

 

Bessemer is trustee of, and Mr. David D’Ambra is a special holding direction advisor to, the following trusts: the BTDEL TTEE of Thomas D’Ambra Family Trust I UAD 2/26/97 FBO Abigail D’Ambra, which holds 1,291,095.67 shares of common stock of the Issuer, (ii) the BTDEL TTEE of Thomas D’Ambra Family Trust I UAD 2/26/97 FBO Geoffrey D’Ambra, which holds 1,291,096.67 shares of common stock of the Issuer, and (iii) the BTDEL TTEE of Thomas D’Ambra Family Trust I UAD 2/26/97 FBO Agatha D’Ambra, which holds 1,291,096.66 shares of common stock of the Issuer.  Bessemer, as the trustee of each of the above trusts, has sole voting and dispositive power over the shares subject to the direction of Mr. D’Ambra as described below.  Mr. D’Ambra, as a special holding direction advisor to the trusts, has the authority to direct the trustee in the exercise of all powers with respect to the shares, including investment decisions.  Neither Bessemer nor Mr. D’Ambra has any direct or indirect pecuniary interest in the shares and therefore each of them disclaims any beneficial ownership of the shares other than under Rule 13d-3(a).

 

  

By virtue of being a party to the Stockholders Agreement, Bessemer may be deemed to be a member of a “group”, as defined in Rule 13d-5 of the Exchange Act, with the other Stockholders. Pursuant to such definition, each of Bessemer and the Stockholders may be deemed to beneficially own the shares of Common Stock beneficially owned by each other solely for such purposes. The other Stockholders have advised Bessemer that they are the beneficial owners of an aggregate of 12,267,486 shares of the Common Stock, or 34.4% of the outstanding shares of Common Stock outstanding as of May 4, 2016. The aggregate number of shares of Common Stock beneficially owned collectively by Bessemer and the other Stockholders is 16,140,775, which represents approximately 45.2% of the outstanding shares of Common Stock outstanding as of May 4, 2016.

 

The share ownership reported for Bessemer and Mr. D’Ambra on this Schedule 13D does not include any shares of Common Stock beneficially owned by the other Stockholders, and Bessemer and Mr. D’Ambra disclaim beneficial ownership of any shares of Common Stock owned by such other Stockholders. Bessemer and Mr. D’Ambra take no responsibility for any filings made by the other Stockholders or the completeness or accuracy of any information contained therein.

 

(c)           No transactions in any shares of Common Stock were effected during the past 60 days by Bessemer and Mr. D’Ambra.

 

(d)-(e)     Not applicable.

 

 

ITEM 6.

CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER

 

 The information contained on the cover pages to this Schedule 13D and the information set forth or incorporated in Items 2, 3, 4 and 6 hereof are incorporated into this Item 6 by reference.

 

ITEM 7.

MATERIAL TO BE FILED AS EXHIBITS

 

	99.1	Stockholders Agreement by and among Albany Molecular Research, Inc., Lauro Cinquantasette S.p.A. and the other stockholders named therein, dated as of July 11, 2016 (incorporated herein by reference to Exhibit 4.1 to the Current Report on Form 8-K filed by Albany Molecular Research, Inc. on July 12, 2016).
	99.2	Share Purchase Agreement by and between Albany Molecular Research, Inc. and Lauro Cinquantasette S.p.A., dated as of May 5, 2016 (incorporated herein by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by Albany Molecular Research, Inc. on May 6, 2016).

 

 

SIGNATURE

 

After reasonable inquiry and to the best of my knowledge and belief, each of the undersigned certifies that the information set forth in this Schedule 13D is true, complete, and correct.

 

Dated as of July 20, 2016

 

	Bessemer Trust Company of Delaware N.A.
	By:	/s/ Catherine E. Anzalone
	Name: Catherine E. Anzalone
	Title: Vice President

 

	David D’Ambra
	/s/ David D’Ambra

 

  

 EXHIBIT INDEX

 

EXHIBIT NO.		DESCRIPTION
	99.1	Stockholders Agreement by and among Albany Molecular Research, Inc., Lauro Cinquantasette S.p.A. and the other stockholders named therein, dated as of July 11, 2016 (incorporated herein by reference to Exhibit 4.1 to the Current Report on Form 8-K filed by Albany Molecular Research, Inc. on July 12, 2016).
	99.2	Share Purchase Agreement by and between Albany Molecular Research, Inc. and Lauro Cinquantasette S.p.A., dated as of May 5, 2016 (incorporated herein by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by Albany Molecular Research, Inc. on May 6, 2016).

 

 

 

 

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