Current Report Filing (8-k)
April 07 2015 - 5:18PM
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 2, 2015
ALBANY MOLECULAR RESEARCH, INC.
(Exact Name of Registrant as Specified in Charter)
Delaware |
000-25323 |
14-1742717 |
(State or other jurisdiction
of incorporation) |
(Commission
File Number) |
(IRS Employer
Identification No.) |
26 Corporate Circle, P.O. Box 15098, 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 2.05 Costs Associated with Exit or
Disposal Activities
On April 2, 2015, the Company announced a restructuring plan
with respect to certain operations in the United Kingdom. In connection with the restructuring plan, the Company expects to cease
all operations at its Holywell, UK facility effective December 31, 2015. AMRI estimates that it will incur certain one-time cash
and non-cash charges related to the reduction in force and other transition activities between $6.2 -$7.2 million, which includes
$3.2 -$3.7 million in non-cash fixed asset impairment charges. Cash charges will consist of $3.0 -$3.5 million for employee
and other related costs and will primarily be paid during the second half of 2015. The Company expects the majority of these
charges to be recorded in the first three quarters of 2015.
Item 2.06 Material Impairments
The information required to be disclosed under this item is
included in Item 2.05 above and incorporated by reference into this Item 2.06.
Item 7.01 Regulation FD Disclosure
On April 2, 2015, the Company issued a press release announcing
its restructuring plan. A copy of the press release is attached hereto and furnished herewith as Exhibit 99.1.
Item 9.01 Financial Statements
and Exhibits.
(d) Exhibits
|
99.1 |
Press release dated April 2, 2015 |
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.
Date: April 7, 2015 |
ALBANY MOLECULAR RESEARCH, INC. |
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By: |
/s/ Felicia Ladin |
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Name: Felicia Ladin |
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Senior Vice President, Chief Financial Officer and Treasurer |
EXHIBIT INDEX
Exhibit No. |
Description |
|
|
99.1 |
Press Release dated April 2, 2015. |
Exhibit 99.1
AMRI to Close
Holywell, U.K. API Manufacturing Facility
Albany, NY (April 2, 2015) –
AMRI (NASDAQ: AMRI) announced today that it has decided to close its Holywell, U.K. facility following a consultation process with
employee representatives. The Holywell site provides chemical development services and small- and large scale-manufacturing services
of active pharmaceutical ingredients (API) and intermediates.
“This was a difficult decision as it impacts team members
who have made valuable contributions to AMRI,” said William S. Marth, AMRI President and Chief Executive Officer. “We
will work diligently to ensure the closing of the Holywell facility goes as smoothly as possible for our customers and employees.”
AMRI will transition activities at
the Holywell site to other facilities within the AMRI network and plans to cease operations at the site by the end of 2015. Closure
of the site is expected to affect approximately 62 positions.
About AMRI
Albany Molecular Research Inc. (AMRI) is a global contract research and manufacturing organization that has been working with
the Life Sciences industry to improve patient outcomes and the quality of life for more than two decades. With locations in North
America, Europe and Asia, our key business segments include Discovery and Development Services (DDS), Active Pharmaceutical Ingredients
(API), and Drug Product Manufacturing. Our DDS segment provides comprehensive services from hit identification to IND, including
expertise with diverse chemistry, library design and synthesis, in vitro biology and pharmacology, drug metabolism and
pharmacokinetics, as well as natural products. API Manufacturing supports the chemical development and cGMP manufacture of complex
API, including potent, controlled substances, biologics, peptides, steroids, and cytotoxic compounds. Drug Product Manufacturing
supports pre-clinical through commercial scale production of complex liquid-filled and lyophilized parenteral formulations. For
more information about AMRI, please visit our website at www.amriglobal.com or follow us on Twitter (@amriglobal).
About AMRI API Manufacturing
With demonstrated success in large scale API Manufacturing,
we offer the preeminence and scale to support the chemical development and cGMP manufacture of complex Active Pharmaceutical Ingredients
(API). Our global manufacturing footprint, which also includes manufacturing in Europe and India, provides customers with access
to global markets and low-cost manufacturing of APIs or intermediates. In addition, we have the skills and infrastructure to adequately
provide complex API research and development, analytical support and support with global regulatory activities.
Contacts:
Investors – Patty Eisenhaur, AMRI Investor Relations, 518-512-2936
Media: Gina Rothe, AMRI Communications, 518-512-2512
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