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): July 14, 2010
ALBANY
MOLECULAR RESEARCH, INC.
(Exact
Name of Registrant as Specified in Charter)
|
Delaware
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000-25323
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14-1742717
|
|
(State
or other jurisdiction
of
incorporation)
|
(Commission
File
Number)
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(IRS
Employer
Identification
No.)
|
|
21
Corporate Circle, P.O. Box 15098,
Albany,
NY
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12212
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|
(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))
Section 1
– Registrant’s Business and Operations
Item
1.01 Entry into a Material Definitive Agreement
On July
14, 2010, Albany Molecular Research, Inc. (the “Company”) amended its
Research/Manufacturing Agreement (the “Amendment”) with Schering Corporation
(“Schering”), a subsidiary of Merck & Co., Inc. The
Research/Manufacturing Agreement (the “Agreement”) between the Company and
Schering was originally entered into on January 13, 2006.
Under the
terms of the Agreement, the Company provides various drug discovery services to
Schering on one or more research projects on a Full-Time Equivalent (“FTE”)
basis. The amended Agreement extends the termination date to March
31, 2015 and provides for global integrated drug discovery services to continue
to be provided from the U.S. as well as through the Company’s subsidiaries in
India, Hungary and Singapore. The Amendment also amends the FTE rate
to be charged to Schering for U.S. based FTEs and establishes the rates to be
charged to Schering for India, Hungary and Singapore based FTEs. The
Amendment also amends the termination provisions in the Agreement to allow for a
termination of the Agreement or any project with 60 to 90 days written notice
(“Notice Period”), with the Notice Period dependent on the number of FTE’s
terminated.
The
foregoing is a summary of the material terms of the Agreement and does not
purport to be complete.
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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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Date:
July 19, 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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