Attached files
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| EX-99.1 - EX-99.1 - ALBANY MOLECULAR RESEARCH INC | v175147_ex99-1.htm |
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 17, 2010
ALBANY
MOLECULAR RESEARCH, INC.
(Exact
Name of Registrant as Specified in Charter)
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Delaware
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000-25323
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14-1742717
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(State
or other jurisdiction
of
incorporation)
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(Commission
File
Number)
|
(IRS
Employer
Identification
No.)
|
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21 Corporate Circle, P.O. Box 15098, Albany,
NY
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12212
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(Address of principal executive offices)
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(Zip Code)
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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))
On
February 17, 2010, Albany Molecular Research, Inc. (the “Company”) entered into
an agreement with the shareholders of Excelsyn Limited (the “Sellers”) for the
sale and purchase of all of the issued and outstanding shares of Excelsyn
Limited (“Excelsyn”), a privately held pharmaceutical manufacturing company
located in Holywell, United Kingdom, and its subsidiary (the “Subsidiary”),
Excelsyn Molecular Development Limited (the “Agreement”).
Under the
terms of the Agreement, the Company purchased all of the issued and outstanding
shares of Excelsyn for approximately $19 million in cash. The terms
of the Agreement also prevent solicitation of employees and competition in the
pharmaceutical manufacturing industry against the Company by the selling
shareholders of Excelsyn for a period of two years from the transaction closing
date. Other than the Agreement and the related agreements, there are no
material relationships between the Company on the one hand, and Excelsyn, the
Sellers, or the Subsidiary on the other hand.
The
foregoing description of the acquisition does not purport to be complete and is
qualified in its entirety by reference to the complete text of the Agreement,
which will be filed with the Company’s Quarterly Report on Form 10-Q for the
period ending March 31, 2010 unless earlier terminated or
filed.
Item
2.01 Completion of Acquisition or Disposition of Assets.
Item 1.01 of this report on Form 8-K is
incorporated herein by reference.
Item
7.01 Regulation FD Disclosure.
On
February 17, 2010, the Company issued a press release announcing its acquisition
of Excelsyn. A copy of the press release is attached hereto and
furnished herewith as Exhibit 99.1.
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(d)
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Exhibits
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99.1
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Press
Release dated February 17, 2010.
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1
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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Date:
February 17, 2010
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ALBANY
MOLECULAR RESEARCH, INC.
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By:
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/s/ Mark T. Frost
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Name:
Mark T. Frost
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Title:
Senior Vice President, Administration, Chief Financial Officer and
Treasurer
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2
EXHIBIT INDEX
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Exhibit No.
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Description
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99.1
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Press
release dated February 17,
2010.
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