Attached files
| file | filename |
|---|---|
| EX-10.1 - EX-10.1 - ALBANY MOLECULAR RESEARCH INC | v211813_ex10-1.htm |
| EX-32.2 - EX-32.2 - ALBANY MOLECULAR RESEARCH INC | v211813_ex32-2.htm |
| EX-31.2 - EX-31.2 - ALBANY MOLECULAR RESEARCH INC | v211813_ex31-2.htm |
| EX-10.2 - EX-10.2 - ALBANY MOLECULAR RESEARCH INC | v211813_ex10-2.htm |
| EX-32.1 - EX-32.1 - ALBANY MOLECULAR RESEARCH INC | v211813_ex32-1.htm |
| EX-31.1 - EX-31.1 - ALBANY MOLECULAR RESEARCH INC | v211813_ex31-1.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
10-Q/A
Amendment
No. 1
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x
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QUARTERLY REPORT PURSUANT TO
SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
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For
the Quarterly Period Ended September 30, 2010
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¨
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TRANSITION REPORT PURSUANT TO
SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
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For
the transition period from
to
Commission
file number: 0-25323
ALBANY
MOLECULAR RESEARCH, INC.
(Exact
name of registrant as specified in its charter)
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DELAWARE
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14-1742717
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(State
or other jurisdiction of
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(I.R.S.
Employer
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incorporation
or organization)
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Identification
No.)
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21
Corporate Circle
PO
Box 15098
Albany,
New York 12212-5098
(Address
of principal executive offices)
(518)
512-2000
(Registrant’s
telephone number, including area code)
N/A
(Former
name, former address and former fiscal year, if changed since last
report)
Indicate
by check mark whether the registrant (1) has filed all reports required to
be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the registrant
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes x No ¨
Indicate
by check mark whether the registrant has submitted electronically and posted on
its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this
chapter) during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such files).
Yes ¨ No ¨
Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer or a smaller reporting
company. See definitions of “large accelerated filer,” “accelerated
filer” and “smaller reporting company” in Rule 12b-2 of the Exchange
Act.
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Large
accelerated filer ¨
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Accelerated
filer x
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Non-accelerated
filer ¨
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Smaller
reporting company ¨
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Indicate
by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act).
Yes ¨ No x
Indicate
the number of shares outstanding of each of the issuer’s classes of common
stock, as of the latest practicable date.
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Class
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Outstanding at October
31, 2010
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|
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Common
Stock, $.01 par value
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30,256,171,
excluding treasury shares of
5,411,372
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ALBANY
MOLECULAR RESEARCH, INC.
INDEX
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SIGNATURES
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EXHIBIT
INDEX
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EXHIBIT
10.1
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EXHIBIT
10.2
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EXHIBIT
31.1
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EXHIBIT
31.2
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Explanatory
Note
This
Amendment No. 1 to the Quarterly Report on Form 10-Q (this “Amendment”), is
being filed by Albany Molecular Research, Inc. (the “Company”) to amend the
Company’s Quarterly Report on Form 10-Q for the quarterly period ended September
30, 2010, originally filed with the Securities and Exchange Commission (the
“SEC”) on November 9, 2010 (the “Original Filing”), as an exhibit-only filing in
response to comments received from the SEC regarding the Company’s request for
confidential treatment of certain portions of Exhibits 10.1 and 10.2 which were
included in the Original Filing. By this Amendment, the Company is
re-filing Exhibits 10.1 and 10.2 to disclose portions of information previously
redacted pursuant to the Company’s request for confidential
treatment. Exhibits 10.1 and 10.2 to this Amendment supersede in
their entirety Exhibits 10.1 and 10.2 that were previously filed with the
Original Filing. In addition, as required by Rule 12b-15 under the
Securities Exchange Act of 1934, as amended, new certifications by our principal
executive officer and principal financial officer are filed as exhibits to this
Amendment. Except as described above, this Amendment does not reflect
events occurring after the filing of the Original Filing and no revisions are
being made pursuant to this Amendment to the Company’s financial statements or
any other disclosure contained in the Original Filing.
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, thereunto
duly authorized.
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ALBANY
MOLECULAR RESEARCH, INC.
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Date:
February 17, 2011
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By:
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/s/ Mark T. Frost
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Mark
T. Frost
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Senior Vice President, Administration, Chief Financial Officer
and
Treasurer
(Duly
Authorized Officer and Principal Financial
Officer)
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Exhibit
Index
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Exhibit
Number
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Description
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10.1
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Research/Manufacturing
Agreement between Schering Corporation and Albany Molecular Research, Inc.
dated January 13, 2006 (filed in redacted form since confidential
treatment was requested pursuant to Rule 24b-2 for certain portions
thereof)
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10.2
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Seventh
Amendment dated July 14, 2010 to the Research/Manufacturing Agreement
between Schering Corporation and Albany Molecular Research, Inc. dated
January 13, 2006 (filed in redacted form since confidential treatment was
requested pursuant to Rule 24b-2 for certain portions
thereof)
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31.1
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Certification
of the Chief Executive Officer pursuant to Rule 13a-14(a)/15d-14(a) of the
Securities Exchange Act of 1934
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31.2
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Certification
of the Chief Financial Officer pursuant to Rule 13a-14(a)/15d-14(a) of the
Securities Exchange Act of 1934
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32.1
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Certification
of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350 as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002
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32.2
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Certification
of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350 as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002
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