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 26, 2007
CAMBREX CORPORATION
(Exact name of Registrant as specified in its charter)
DELAWARE 1-10638 22-2476135
(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) 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
APRIL 26, 2007
SECTION 5 - CORPORATE GOVERNANCE AND MANAGEMENT
ITEM 5.03. AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL
YEAR
(a) Amendments to Cambrex Corporation's Restated Certificate of Incorporation
On April 26, 2007 at the Annual Meeting of the Shareholders of Cambrex
Corporation ("Cambrex" or "the Company"), the Company Shareholders voted to
approve amendments to the Company's Restated Certificate of Incorporation to (i)
declassify the Board of Directors and authorize annual election of all members
of the Board of Directors; (ii) remove the supermajority voting requirement for
removal of a director for cause and to permit directors to be removed by
stockholders with or without cause by a majority vote; and (iii) remove the
supermajority voting requirement to alter, amend or repeal certain sections of
the Company's Restated Certificate of Incorporation and By-Laws. These
amendments are effective April 26, 2007 and will permit the annual election of
all directors, after a phase-in period, and remove other ancillary provisions
that implement the classified Board, as described below:
1) Pursuant to the amendments, the Companies current classified Board
structure will be phased out over a period of three years. Currently,
Directors are elected for three year terms that are staggered among the
three classes so that only one class is up for election at any annual
election. In future years, as directors' current terms expire, nominees for
director will be elected for one-year terms at the annual meeting of
stockholders, as follows:
- Class II directors, who were elected to a three year term at the
Company's 2007 Annual Meeting, will serve until their current terms
expire at the 2010 Annual Meeting of stockholders and will be subject
to annual re-election thereafter;
- Class III directors, who were elected at the Company's 2005 Annual
Meeting, will continue to serve until their current terms expire at
the Company's 2008 Annual Meeting, at which time the Class III
director nominees will be elected to serve one-year terms and will be
subject to annual re-election thereafter;
- Class I directors, who were elected at the Company's 2006 Annual
Meeting, will continue to serve until their current terms expire at
the Company's 2009 Annual Meeting, at which time the Class I director
nominees will be elected to serve one-year terms and will be subject
to annual re-election thereafter.
2) Prior to the approved amendments, the Company's Restated Certificate of
Incorporation provided that removal of a director could only be for cause
and that such removal required the affirmative vote of the holders of at
least two-thirds of the
combined voting power of the then outstanding shares of stock entitled to
vote generally in the election of directors, voting together as a single
class.
With the approved amendments, the Company's Restated Certificate of
Incorporation provides that a director can be removed with or without cause
by the holders of a majority of the shares of stock entitled to vote at an
election of directors in accordance with the Delaware General Corporation
Law.
3) Prior to the amendments, the Company's Restated Certificate of
Incorporation provided that stockholders could alter, amend or repeal (i)
Article VI of the Company's Restated Certificate of Incorporation (which
Article deals with, among other items, the classified board, vacancies on
the Board of Directors and removal of directors) or (ii) the Company's
By-Laws, whether or not adopted by stockholders, if holders of at least
two-thirds of the combined voting power of the then outstanding shares of
stock entitled to vote generally in the election of directors affirmatively
vote to do so.
With the approved amendments the Company's Restated Certificate of
Incorporation has been amended to (i) delete the provision requiring a
supermajority vote to alter, amend or repeal Article VI of the Restated
Certificate of Incorporation and (ii) provides that the Company's By-Laws
may be altered, amended or repealed by the holders of a majority of the
shares of stock entitled to vote at an election of directors.
The text of the amendments to the Company's Restated Certificate of
Incorporation is attached as Exhibit 3.1 to this Current Report on Form 8-K,
with deletions indicated by strikethroughs and additions indicated by underline.
The foregoing description of such amendments is qualified in its entirety by
reference to Exhibit 3.1.
2. Amendments to Cambrex Corporation's By-laws
As noted in Cambrex Corporation's ("Cambrex" or "the Company") 2007 Annual
Meeting Proxy Statement, the Board of Directors determined that, immediately
following the approval of the proposed amendments to the Company's Restated
Certificate of Incorporation, the Board of Directors would adopt corresponding
changes to the By-Laws.
On April 26, 2007, the Company's Board of Directors approved an amendment
to the Company's By-Laws to adopt a majority vote standard for the election of
directors in uncontested elections, beginning with the next election of
directors at the Company's 2008 annual meeting. This new standard requires that
each director nominee receive a majority of the votes cast with respect to that
nominee in order to be elected. In other words, if the votes withheld from any
nominee's election exceeds the vote in favor of such election, then the nominee
would not be elected.
Contested elections (where there are more nominees than directors to be
elected) will continue to use the plurality vote standard. Currently, in
accordance with the Delaware General Corporation Law, directors are elected
under a plurality vote standard, meaning that candidates
in an uncontested election who receive the most votes would be elected, without
regard to whether those votes constitute a majority of the shares of common
stock voting at the meeting. In other words, all candidates for election in an
uncontested election who receive any votes in favor of their candidacies will be
elected, regardless of the number of votes withheld from their candidacies, so
long as a quorum is present.
Under the Delaware General Corporation Law, if an incumbent director is not
elected, that director continues to serve as a "holdover director" until the
director's successor is duly elected and qualified. To address this potential
outcome, the Company's Board of Directors also adopted a director resignation
policy in the Company's By-Laws. Under this policy, if an incumbent director is
not elected by a majority of the votes cast (because the votes withheld from
such director's candidacy exceed the votes in favor of that candidacy), that
director will be required to offer his or her resignation to the Board of
Directors. The Governance Committee would then make a recommendation to the
Board of Directors on whether to accept or reject that resignation, or whether
other action should be taken. The Board of Directors will publicly disclose its
decision and the rationale behind it within 90 days following the certification
of the election results.
The text of the amendments to the Company's By-Laws is attached as Exhibit
3.2 to this Current Report on Form 8-K, with deletions indicated by
strikethroughs and additions indicated by underline. The above description of
the amendments to the Company's By-Laws is qualified in its entirety by
reference to Exhibit 3.2.
ITEM 9.01 - EXHIBITS
(d) Exhibit Index
Exhibit 3.1 Text of Amendments to Cambrex Corporation's Restated
Certificate of Incorporation
Exhibit 3.2 Text of Amendments to Cambrex Corporation's By-laws
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: May 2, 2007 By: /s/ Peter E. Thauer
---------------------------------
Name: Peter E. Thauer
Title: Senior Vice President, General
Counsel and Corporate Secretary