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) February 3, 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 jurisdiction (Commission File Number) (IRS Employer
of incorporation) 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
February 3, 2006
Section 1 - Registrant's Business and Operations
Item 1.02 Termination of A Material Definitive Agreement
Cambrex is reporting under Item 1.02 that the Company elected in January 2006 to
use its revolving credit bank facility to prepay $100 million of privately
placed long-term debt, in order to provide increased financial flexibility and
that it has redeemed all outstanding private placement notes in the principal
amount of $100,000,000. The notes which were originally issued in June and
October 2003 bore interest at the rate of 5.31% and 7.05% per annum,
respectively. As a result, the Company will record a $5.3 million charge in the
first quarter 2006 for a one-time prepayment penalty and unamortized origination
fees. The prepayment does not affect the Company's borrowing capacity. As a
result, as of January 27, 2006, the Company's note agreements have been
terminated. On February 1, 2006, the Company issued a press release announcing,
among other items, the prepayment of the notes.
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: February 3, 2006 By: /s/ Luke Beshar
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Name: Luke Beshar
Title: Executive Vice President
and Chief Financial Officer