Current Report Filing (8-k)
April 07 2014 - 11:03AM
Edgar (US Regulatory)
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 4, 2014
ALBANY MOLECULAR RESEARCH, INC.
(Exact Name of Registrant as Specified in Charter)
Delaware |
001-35622 |
14-1742717 |
(State or
other jurisdiction
of incorporation) |
(Commission
File Number) |
(IRS Employer
Identification
No.) |
26 Corporate Circle Albany, NY |
12212 |
(Address of principal executive offices) |
(Zip Code) |
Registrant’s
telephone number, including area code: (518) 512-2000
(Former name or former address, if changed since last report)
Check the
appropriate box below 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(b) 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))
Item
2.01 Completion of Acquisition or Disposition of Assets
On
April 4, 2014, Albany Molecular Research, Inc., a Delaware corporation (the “Company”), completed its previously announced
merger (the “Merger”) pursuant to an Agreement and Plan of Merger, dated March 22, 2014 (the “Merger Agreement”),
by and among the Company, AlCu Acquisition Corp., a Delaware corporation and wholly-owned subsidiary of the Company (“Merger
Sub”), Cedarburg Pharmaceuticals, Inc., a Delaware corporation (“Cedarburg”), and James Gale, solely in his capacity
as initial Holder Representative (as defined in the Merger Agreement). Upon consummation of the Merger, Merger Sub merged with
and into Cedarburg, with Cedarburg continuing as the surviving corporation and a wholly-owned subsidiary of the Company.
Pursuant
to the Merger Agreement, the Company acquired all of the outstanding shares of Cedarburg for $38.2 million in cash (the “Merger
Consideration”) and assumed $2.8 million of liabilities of Cedarburg including indebtedness, obligations related to certain
discontinued operations, certain change in control payments and transaction expenses. At the time of closing of the Merger, the
Company deposited $4,600,000 of the Merger Consideration in an escrow account with Wells Fargo, N.A. to be held in escrow and distributed
in accordance with the terms of an Escrow Agreement (as defined in the Merger Agreement).
The
foregoing description of the Merger is a summary only and is qualified in its entirety by the full text of the Merger Agreement,
which was filed as Exhibit 2.1 to the Current Report on Form 8-K of the Company dated March 24, 2014 and is incorporated herein
by reference.
Item
7.01 Regulation FD Disclosure.
On
April 4, 2014, the Company issued a press release announcing the closing of the Merger. A copy of the press release is attached
hereto and furnished herewith as Exhibit 99.1.
Item
9.01 Financial Statements and Exhibits
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Exhibit
No.
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Description |
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99.1 |
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Press Release dated April 4, 2014. |
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SIGNATURES
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
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ALBANY MOLECULAR RESEARCH, INC. |
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By: |
/s/ William S. Marth |
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William S. Marth |
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President and Chief Executive Officer |
Date: April
7, 2014
EXHIBIT
INDEX
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Exhibit
No.
|
|
Description |
|
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99.1 |
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Press Release dated April 4, 2014. |
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