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SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Albany Molecular Research, Inc.
SEC Filings (Chronological Order)
Halaman ini menyediakan daftar lengkap dan kronologis dari Pengajuan SEC, tidak termasuk pengajuan kepemilikan yang kami sediakan di tempat lain.
| February 14, 2018 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Amendment No. 2)* Under the Securities Exchange Act of 1934 ALBANY MOLECULAR RESEARCH, INC. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 012423109 (CUSIP Number) December 31, 2017 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to design |
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| February 13, 2018 |
SC 13G/A 1 albanymolecular13ga12312017.htm AMENDMENT NO. 2 TO SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) Under the Securities Exchange Act of 1934 (Amendment No. 2) Albany Molecular Research Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 012423109 (CUSIP Number) December 31, 2017 (Date of Event which Requires |
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| September 5, 2017 |
AMRI / Albany Molecular Research, Inc. / D AMBRA THOMAS E - AMENDMENT NO. 1 Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 1)* Albany Molecular Research, Inc. (Name of Issuer) Common Stock, $0.01 par value per share (Title of Class of Securities) 012423109 (CUSIP Number) Thomas E. D’Ambra, Ph.D. c/o Albany Molecular Research, Inc. 26 Corporate Circle Albany, NY 12203 (Name, Addr |
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| September 5, 2017 |
AMRI / Albany Molecular Research, Inc. / 3-Gutiver, S.L. - AMENDMENT NO. 2 Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 2)* Albany Molecular Research, Inc. (Name of Issuer) Common Stock, $0.01 par value per share (Title of Class of Securities) 012423109 (CUSIP Number) Luis Gerardo Gutierrez Fuentes 3-Gutinver, S.L. Zurbano, 96, 2° izda 28003 Madrid Spain (Name, Address and Te |
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| September 5, 2017 |
AMRI / Albany Molecular Research, Inc. / D AMBRA CONSTANCE M - AMENDMENT NO. 1 Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 1)* Albany Molecular Research, Inc. (Name of Issuer) Common Stock, $0.01 par value per share (Title of Class of Securities) 012423109 (CUSIP Number) Constance D’Ambra c/o Albany Molecular Research, Inc. 26 Corporate Circle Albany, NY 12203 (Name, Address and |
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| September 5, 2017 |
AMRI / Albany Molecular Research, Inc. / Marth William S - SC 13D/A Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 1)* Albany Molecular Research, Inc. (Name of Issuer) Common Stock, $0.01 par value per share (Title of Class of Securities) 012423109 (CUSIP Number) William S. Marth c/o Albany Molecular Research, Inc. 26 Corporate Circle Albany, NY 12203 (Name, Address and |
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| September 5, 2017 |
AMRI / Albany Molecular Research, Inc. / D'Ambra David - SC 13D/A Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 1)* Albany Molecular Research, Inc. (Name of Issuer) Common Stock, $0.01 par value per share (Title of Class of Securities) 012423109 (CUSIP Number) Bessemer Trust Company of Delaware N.A. 1007 North Orange Street Suite 1450 Wilmington, Delaware 19801 David |
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| August 31, 2017 |
Albany Molecular Research 15-12B UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number 001-35622 Albany Molecular Research, Inc. (Exact name of registrant as speci |
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| August 31, 2017 |
Albany Molecular Research POS AM As filed with the Securities and Exchange Commission on August 31, 2017 Registration No. |
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| August 31, 2017 |
Albany Molecular Research POS AM As filed with the Securities and Exchange Commission on August 31, 2017 Registration No. |
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| August 31, 2017 |
Albany Molecular Research POS AM As filed with the Securities and Exchange Commission on August 31, 2017 Registration No. |
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| August 31, 2017 |
Albany Molecular Research POS AM As filed with the Securities and Exchange Commission on August 31, 2017 Registration No. |
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| August 31, 2017 |
Albany Molecular Research POS AM As filed with the Securities and Exchange Commission on August 31, 2017 Registration No. |
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| August 31, 2017 |
Albany Molecular Research POS AM As filed with the Securities and Exchange Commission on August 31, 2017 Registration No. |
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| August 31, 2017 |
Albany Molecular Research POS AM As filed with the Securities and Exchange Commission on August 31, 2017 Registration No. |
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| August 31, 2017 |
Albany Molecular Research S-8 POS As filed with the Securities and Exchange Commission on August 31, 2017 Registration No. |
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| August 31, 2017 |
Albany Molecular Research S-8 POS As filed with the Securities and Exchange Commission on August 31, 2017 Registration No. |
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| August 31, 2017 |
Albany Molecular Research S-8 POS As filed with the Securities and Exchange Commission on August 31, 2017 Registration No. |
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| August 31, 2017 |
Albany Molecular Research S-8 POS As filed with the Securities and Exchange Commission on August 31, 2017 Registration No. |
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| August 31, 2017 |
Albany Molecular Research S-8 POS As filed with the Securities and Exchange Commission on August 31, 2017 Registration No. |
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| August 31, 2017 |
Albany Molecular Research S-8 POS As filed with the Securities and Exchange Commission on August 31, 2017 Registration No. |
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| August 31, 2017 |
EX-3.1 2 v474320ex3-1.htm EXHIBIT 3.1 Exhibit 3.1 CERTIFICATE OF INCORPORATION OF ALBANY MOLECULAR RESEARCH, INC. DATED AS OF AUGUST 31, 2017 ARTICLE ONE The name of the corporation is Albany Molecular Research, Inc. (hereinafter called the "Corporation"). ARTICLE TWO The address of the Corporation’s registered office in the State of Delaware is 160 Greentree Drive, Suite 101, in the City of Dover |
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| August 31, 2017 |
Amended and Restated Bylaws of Albany Molecular Research, Inc., dated August 31, 2017. EX-3.2 3 v474320ex3-2.htm EXHIBIT 3.2 Exhibit 3.2 BYLAWS OF ALBANY MOLECULAR RESEARCH, INC., a Delaware corporation Article I OFFICES Section 1. Registered Office. The registered office of the corporation in the State of Delaware shall be located at 160 Greentree Drive, Suite 101, Dover, Delaware, County of Kent 19904. The name of the corporation’s registered agent at such address shall be Nationa |
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| August 31, 2017 |
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): August 31, 2017 Albany Molecular Research, Inc. (Exact name of registrant as specified in its charter) Delaware 001-35622 14-1742717 (State or other jurisdiction of incorporation) (Co |
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| August 31, 2017 |
AMRI Announces Completion of Acquisition by The Carlyle Group and GTCR Exhibit 99.1 AMRI Announces Completion of Acquisition by The Carlyle Group and GTCR ALBANY, N.Y. ? August 31, 2017 ? Albany Molecular Research, Inc. (NASDAQ:AMRI), a global contract research, development and manufacturing organization working with the life sciences industry to improve patient outcomes and quality of life for more than 25 years, today announced the completion of its previously anno |
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| August 18, 2017 |
Submission of Matters to a Vote of Security Holders 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): August 18, 2017 Albany Molecular Research, Inc. (Exact name of registrant as specified in its charter) Delaware 001-35622 14-1742717 (State or other Jurisdiction of Incorporation) (Co |
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| August 9, 2017 |
AMRI / Albany Molecular Research, Inc. FORM 10-Q (Quarterly Report) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended June 30, 2017 ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-35622 ALBANY MOLECULAR RESEARC |
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| August 9, 2017 |
ALBANY MOLECULAR RESEARCH, INC. FOURTH AMENDED 1998 EMPLOYEE STOCK PURCHASE PLAN EX-10.2 3 v472029exh10-2.htm EXHIBIT 10.2 Exhibit 10.2 ALBANY MOLECULAR RESEARCH, INC. FOURTH AMENDED 1998 EMPLOYEE STOCK PURCHASE PLAN The purpose of the Albany Molecular Research, Inc. 1998 Employee Stock Purchase Plan (“the Plan”) is to provide eligible employees of Albany Molecular Research, Inc. (the “Company”) and its subsidiaries with opportunities to purchase shares of the Company's common |
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| August 9, 2017 |
ALBANY MOLECULAR RESEARCH, INC. FIFTH AMENDED 2008 STOCK OPTION AND INCENTIVE PLAN Exhibit 10.1 ALBANY MOLECULAR RESEARCH, INC. FIFTH AMENDED 2008 STOCK OPTION AND INCENTIVE PLAN SECTION 1. GENERAL PURPOSE OF THE PLAN; DEFINITIONS The name of the plan is the Albany Molecular Research, Inc. Fifth Amended 2008 Stock Option and Incentive Plan (the “Plan”). The purpose of the Plan is to encourage and enable the officers, employees, Non-Employee Directors and other key persons (inclu |
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| August 4, 2017 |
Albany Molecular Research DEFA14A DEFA14A 1 v472470defa14a.htm DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ý Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permit |
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| July 14, 2017 |
Albany Molecular Research DEFM14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) x Definitive Proxy State |
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| July 10, 2017 |
Financial Statements and Exhibits, Other Events 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 10, 2017 Albany Molecular Research, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-35622 14-1742717 (State or Other Jurisdiction of Incorporation) (Comm |
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| July 10, 2017 |
Excerpt from Lender Presentation dated July 10, 2017 Ex. 99.1 Excerpt from Lender Presentation dated July 10, 2017 In connection with the proposed senior secured debt portion of the financing of the Merger, the Company intends to make the Lender Presentation commencing on July 10, 2017. Included in the Lender Presentation is a presentation of ?LTM 3/31/17 Pro Forma Total EBITDA,? ?LTM 3/31/17 Financeable EBITDA? and ?LTM 3/31/17 Pro Forma Revenue.? |
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| July 10, 2017 |
Excerpt from Lender Presentation dated July 10, 2017 EX-99.1 2 v470548ex99-1.htm EXHIBIT 99.1 Ex. 99.1 Excerpt from Lender Presentation dated July 10, 2017 In connection with the proposed senior secured debt portion of the financing of the Merger, the Company intends to make the Lender Presentation commencing on July 10, 2017. Included in the Lender Presentation is a presentation of “LTM 3/31/17 Pro Forma Total EBITDA,” “LTM 3/31/17 Financeable EBIT |
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| July 10, 2017 |
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 10, 2017 Albany Molecular Research, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-35622 14-1742717 (State or Other Jurisdiction of Incorporation) (Comm |
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| July 3, 2017 |
Albany Molecular Research PREM14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ? Check the appropriate box: x Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy State |
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| June 29, 2017 |
Exhibit 99.1 AMRI Announces Early Termination of HSR Waiting Period for The Carlyle Group and GTCR?s Proposed Acquisition of AMRI ALBANY, N.Y., June 29, 2017 ? Albany Molecular Research, Inc. (NASDAQ:AMRI), a global contract research, development and manufacturing organization working with the life sciences industry to improve patient outcomes and quality of life for more than 25 years, today anno |
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| June 29, 2017 |
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): June 26, 2017 Albany Molecular Research, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-35622 14-1742717 (State or Other Jurisdiction of Incorporation) (Comm |
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| June 29, 2017 |
Exhibit 99.1 AMRI Announces Early Termination of HSR Waiting Period for The Carlyle Group and GTCR?s Proposed Acquisition of AMRI ALBANY, N.Y., June 29, 2017 ? Albany Molecular Research, Inc. (NASDAQ:AMRI), a global contract research, development and manufacturing organization working with the life sciences industry to improve patient outcomes and quality of life for more than 25 years, today anno |
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| June 29, 2017 |
Albany Molecular Research FORM 8-K 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): June 26, 2017 Albany Molecular Research, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-35622 14-1742717 (State or Other Jurisdiction of Incorporation) (Comm |
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| June 6, 2017 |
Albany Molecular Research DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive |
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| June 6, 2017 |
Albany Molecular Research DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive |
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| June 6, 2017 |
Albany Molecular Research DEFA14A DEFA14A 1 v468554defa14a.htm DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permit |
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| June 6, 2017 |
Albany Molecular Research DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive |
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| June 6, 2017 |
Albany Molecular Research SOLICITING MATERIAL UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive |
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| June 6, 2017 |
Exhibit 99.1 AMRI Signs Definitive Agreement To Be Acquired By The Carlyle Group and GTCR for $21.75 per share in cash ALBANY, N.Y., June 6, 2017 ? Albany Molecular Research, Inc. (NASDAQ:AMRI), a global contract research, development and manufacturing organization working with the life sciences industry to improve patient outcomes and quality of life for more than 25 years, today announced it has |
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| June 6, 2017 |
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): June 5, 2017 Albany Molecular Research, Inc. (Exact name of registrant as specified in its charter) Delaware 001-35622 14-1742717 (State or other jurisdiction (Commission (I.R.S. Empl |
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| June 6, 2017 |
EX-2.1 2 v468480ex2-1.htm EXHIBIT 2.1 Exhibit 2.1 AGREEMENT AND PLAN OF MERGER by and among Albany Molecular Research, Inc., UIC PARENT CORPORATION and UIC MERGER SUB, INC. June 5, 2017 The Agreement and Plan of Merger (the “Agreement”) contains representations, warranties and covenants that were made only for purposes of the Agreement and as of specific dates; were solely for the benefit of the p |
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| June 6, 2017 |
AMENDED AND RESTATED BY-LAWS ALBANY MOLECULAR RESEARCH, INC. EX-3.1 3 v468480ex3-1.htm EXHIBIT 3.1 Exhibit 3.1 AMENDMENT TO AMENDED AND RESTATED BY-LAWS OF ALBANY MOLECULAR RESEARCH, INC. Pursuant to Article VI, Section 8 of the Amended and Restated By-Laws (the “Bylaws”) of Albany Molecular Research, Inc., a Delaware corporation, the Bylaws are hereby amended by inserting the following new Article VI Section 9 in its entirety: “Section 9. Exclusive Jurisdi |
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| June 6, 2017 |
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): June 5, 2017 Albany Molecular Research, Inc. (Exact name of registrant as specified in its charter) Delaware 001-35622 14-1742717 (State or other jurisdiction (Commission (I.R.S. Empl |
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| June 6, 2017 |
Exhibit 99.1 AMRI Signs Definitive Agreement To Be Acquired By The Carlyle Group and GTCR for $21.75 per share in cash ALBANY, N.Y., June 6, 2017 ? Albany Molecular Research, Inc. (NASDAQ:AMRI), a global contract research, development and manufacturing organization working with the life sciences industry to improve patient outcomes and quality of life for more than 25 years, today announced it has |
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| June 6, 2017 |
Exhibit 2.1 AGREEMENT AND PLAN OF MERGER by and among Albany Molecular Research, Inc., UIC PARENT CORPORATION and UIC MERGER SUB, INC. June 5, 2017 The Agreement and Plan of Merger (the ?Agreement?) contains representations, warranties and covenants that were made only for purposes of the Agreement and as of specific dates; were solely for the benefit of the parties to the Agreement; may be subjec |
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| June 6, 2017 |
AMENDED AND RESTATED BY-LAWS ALBANY MOLECULAR RESEARCH, INC. EX-3.1 3 v468480ex3-1.htm EXHIBIT 3.1 Exhibit 3.1 AMENDMENT TO AMENDED AND RESTATED BY-LAWS OF ALBANY MOLECULAR RESEARCH, INC. Pursuant to Article VI, Section 8 of the Amended and Restated By-Laws (the “Bylaws”) of Albany Molecular Research, Inc., a Delaware corporation, the Bylaws are hereby amended by inserting the following new Article VI Section 9 in its entirety: “Section 9. Exclusive Jurisdi |
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| June 1, 2017 |
Submission of Matters to a Vote of Security Holders 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): May 31, 2017 ALBANY MOLECULAR RESEARCH, INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-35622 14-1742717 (State or other jurisdiction of incorporation) (Commissio |
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| May 10, 2017 |
Exhibit 10.5 Execution Version AMENDED EMPLOYMENT AGREEMENT This AMENDED EMPLOYMENT AGREEMENT (the ?Agreement?) is made this 8th day of February, 2017 (the ?Effective Date?) by and between Albany Molecular Research, Inc., a Delaware corporation (the ?Company?), and Felicia Ladin (the ?Executive?). WHEREAS, the Executive became an officer and key employee of the Company on the Employment Date and i |
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| May 10, 2017 |
EX-10.6 7 v465967ex10-6.htm EXHIBIT 10.6 Exhibit 10.6 Execution Version AMENDED EMPLOYMENT AGREEMENT This AMENDED EMPLOYMENT AGREEMENT (the “Agreement”) is made this eighth day of February, 2017, by and between Albany Molecular Research, Inc., a Delaware corporation (the “Company”), and William S. Marth (the “Executive”). WHEREAS, the Executive has been the Chief Executive Officer and President of |
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| May 10, 2017 |
EX-10.3 4 v465967ex10-3.htm EXHIBIT 10.3 Exhibit 10.3 Execution Version AMENDED EMPLOYMENT AGREEMENT This AMENDED EMPLOYMENT AGREEMENT (the “Agreement”) is made as of 8th day of February 2017, by and between Albany Molecular Research, Inc., a Delaware corporation (the “Company”), and Steven R. Hagen, Ph.D. (the “Executive”). WHEREAS, the Executive is a key employee of the Company and is a party to |
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| May 10, 2017 |
Albany Molecular Research FORM 10-Q (Quarterly Report) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended March 31, 2017 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-35622 ALBANY MOLECULAR RESEAR |
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| May 10, 2017 |
Exhibit 10.7 Execution Version AMENDED EMPLOYMENT AGREEMENT This AMENDED EMPLOYMENT AGREEMENT (the ?Agreement?) is made this 8th day of February, 2017 (the ?Amendment Effective Date?) by and between Albany Molecular Research, Inc., a Delaware corporation (the ?Company?), and George Svokos (the ?Executive?). WHEREAS, the Executive became an officer and key employee of the Company and is a party to |
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| May 10, 2017 |
EX-10.2 3 v465967ex10-2.htm EXHIBIT 10.2 Exhibit 10.2 Execution Version AMENDED EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (the “Agreement”) is made as of the 8th day February 2017, (the “Effective Date”) by and between Albany Molecular Research, Inc., a Delaware corporation (the “Company”), and Christopher M. Conway (the “Executive”). WHEREAS, the Executive is a key employee of the Company an |
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| May 10, 2017 |
Exhibit 10.1 Execution Version AMENDED EMPLOYMENT AGREEMENT This Amended EMPLOYMENT AGREEMENT (the ?Agreement?) is made as of the 8th day of February 2017, by and between Albany Molecular Research, Inc., a Delaware corporation (the ?Company?), and Milton Boyer (the ?Executive?). WHEREAS, the Executive was an employee of Oso Biophamaceuticals Manufacturing, LLC (?OsoBio?) and was party to an Employ |
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| May 10, 2017 |
EX-10.4 5 v465967ex10-4.htm EXHIBIT 10.4 Exhibit 10.4 Execution Version AMENDED EMPLOYMENT AGREEMENT This AMENDED EMPLOYMENT AGREEMENT (the “Agreement”) is made as of the 8th day of February 2017, by and between Albany Molecular Research, Inc., a Delaware corporation (the “Company”), and Lori M. Henderson (the “Executive”). WHEREAS, the Executive is a key employee of the Company; WHEREAS, the part |
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| May 10, 2017 |
Albany Molecular Research FORM 10-K/A (Annual Report) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1) (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2016 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-3 |
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| May 9, 2017 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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): May 9, 2017 ALBANY MOLECULAR RESEARCH, INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-35622 14-1742717 (State or other jurisdiction of incorporation) (Commission |
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| May 9, 2017 |
AMRI Announces First Quarter 2017 Results Exhibit 99.1 AMRI Announces First Quarter 2017 Results Albany, NY (May 9, 2017) ? AMRI (NASDAQ: AMRI) today reported financial and operating results for the first quarter ended March 31, 2017 and provided an update to its outlook for 2017. Highlights: ? First quarter total revenue of $163.8 million, up 55% from 2016 ? First quarter basic and diluted EPS $(0.25); non-GAAP diluted EPS of $0.13 ? Fir |
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| April 21, 2017 |
VIA EDGAR April 21, 2017 United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N. |
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| April 19, 2017 |
Albany Molecular Research DEF 14A DEF 14A 1 v464419def14a.htm DEF 14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o P |
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| March 30, 2017 |
March 30, 2017 VIA EDGAR Mr. John Reynolds Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Re: Comment Letter Dated March 29, 2017 Albany Molecular Research, Inc. Registration Statement on Form S-3 Filed March 17, 2017 File No. 333-216773 Dear Mr. Reynolds: Albany Molecular Research, Inc. (the ?Company?) respectfully submits this letter |
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| March 17, 2017 |
S-3 1 v461848s3.htm S-3 As filed with the Securities and Exchange Commission on March 17, 2017 Registration Statement No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ALBANY MOLECULAR RESEARCH, INC. (Exact name of Registrant as specified in its charter) Delaware 14-1742717 (State or other jurisdiction |
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| March 16, 2017 |
Albany Molecular Research 10-K (Annual Report) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2016 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-35622 Albany Molecula |
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| March 16, 2017 |
Albany Molecular Research, Inc. EX-21.1 5 v460825ex21-1.htm EXHIBIT 21.1 Exhibit 21.1 Albany Molecular Research, Inc. Subsidiaries Name of Subsidiary State/Country of Incorporation AMRI Bothell Research Center, Inc. Delaware, USA AMRI Burlington, Inc. Massachusetts, USA AMRI Rensselaer, Inc. Delaware, USA AMRI SSCI, LLC Delaware, USA ALO Acquisition LLC Delaware, USA OSO Biopharmaceutials Manufacturing, LLC Delaware, USA Cedarbu |
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| March 16, 2017 |
Amended and Restated EMPLOYMENT AGREEMENT Exhibit 10.37 Amended and Restated EMPLOYMENT AGREEMENT This Amended and Restated EMPLOYMENT AGREEMENT (the “Agreement”) is made as of the 7th day of May 2015, by and between Albany Molecular Research, Inc., a Delaware corporation (the “Company”), and Milton Boyer (the “Executive”). WHEREAS, the Executive was an employee of Oso Biophamaceuticals Manufacturing, LLC (“OsoBio”) and was party to an Em |
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| March 16, 2017 |
EX-10.38 3 v460825ex10-38.htm EXHIBIT 10.38 Exhibit 10.38 EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (the “Agreement”) is made as of the 4th day February 2014, by and between Albany Molecular Research, Inc., a Delaware corporation (the “Company”), and Christopher M. Conway (the “Executive”). WHEREAS, the Executive is a key employee of the Company; WHEREAS, the parties hereto desire to assure t |
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| March 16, 2017 |
EX-10.39 4 v460825ex10-39.htm EXHIBIT 10.39 Exhibit 10.39 DIRECTORSHIP AGREEMENT By and between: Prime European Therapeuticals S.P.A., with registered office in Milan, Viale Bianca Maria, n. 25, Italian VAT registration number 07254610152, in person of Mariesa Beth Coppola ("Euticals" or the "Company"); AMRI Albany Molecular Research Inc., with registered office in 26 Corporate Circle, Albany, NY |
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| February 21, 2017 |
AMRI Announces Fourth Quarter and Full Year 2016 Results and Provides 2017 Outlook Exhibit 99.1 For Immediate Release AMRI Announces Fourth Quarter and Full Year 2016 Results and Provides 2017 Outlook Albany, NY (February 21, 2017) ? AMRI (NASDAQ: AMRI) today reported financial and operating results for the fourth quarter and full year ended December 31, 2016 and provided an outlook for 2017. Highlights: ? Fourth quarter total revenue of $191.3 million, up 51% from 2015 ? Full y |
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| February 21, 2017 |
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 16, 2017 ALBANY MOLECULAR RESEARCH, INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-35622 14-1742717 (State or other jurisdiction of incorporation) (Comm |
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| February 15, 2017 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 4)* Albany Molecular Research, Inc. (Name of Issuer) Common Stock, $0.01 par value (Title of Class of Securities) 012423109 (CUSIP Number) December 31, 2016 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to |
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| February 14, 2017 |
Albany Molecular Research SC 13G/A (Passive Acquisition of More Than 5% of Shares) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Amendment No. 1)* Under the Securities Exchange Act of 1934 ALBANY MOLECULAR RESEARCH, INC. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 012423109 (CUSIP Number) December 31, 2016 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to design |
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| February 14, 2017 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) Under the Securities Exchange Act of 1934 (Amendment No. 1) Albany Molecular Research Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 012423109 (CUSIP Number) December 31, 2016 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule p |
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| February 9, 2017 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 9)* ALBANY MOLECULAR RESEARCH (Name of Issuer) Common Stock (Title of Class of Securities) 012423109 (CUSIP Number) December 31, 2016 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which th |
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| December 28, 2016 |
LIMITED POWER OF ATTORNEY ALBANY MOLECULAR RESEARCH, INC. SECTION 16(a) FILINGS Exhibit 24 LIMITED POWER OF ATTORNEY FOR ALBANY MOLECULAR RESEARCH, INC. SECTION 16(a) FILINGS Know all by these present, that the undersigned hereby constitutes and appoints each of William S. Marth, Felicia I. Ladin, and Lori M. Henderson, signing singly, the undersigned?s true and lawful attorney-in-fact to: (1) Execute for and on behalf of the undersigned, in the undersigned?s capacity as an o |
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| December 28, 2016 |
LIMITED POWER OF ATTORNEY ALBANY MOLECULAR RESEARCH, INC. SECTION 16(a) FILINGS Exhibit 24 LIMITED POWER OF ATTORNEY FOR ALBANY MOLECULAR RESEARCH, INC. SECTION 16(a) FILINGS Know all by these present, that the undersigned hereby constitutes and appoints each of William S. Marth, Felicia I. Ladin, and Lori M. Henderson, signing singly, the undersigned?s true and lawful attorney-in-fact to: (1) Execute for and on behalf of the undersigned, in the undersigned?s capacity as an o |
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| December 28, 2016 |
LIMITED POWER OF ATTORNEY ALBANY MOLECULAR RESEARCH, INC. SECTION 16(a) FILINGS Exhibit 24 LIMITED POWER OF ATTORNEY FOR ALBANY MOLECULAR RESEARCH, INC. SECTION 16(a) FILINGS Know all by these present, that the undersigned hereby constitutes and appoints each of William S. Marth, Felicia I. Ladin, and Lori M. Henderson, signing singly, the undersigned?s true and lawful attorney-in-fact to: (1) Execute for and on behalf of the undersigned, in the undersigned?s capacity as an o |
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| December 23, 2016 |
December 23, 2016 VIA EDGAR Mr. Craig Arakawa Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Re: Comment Letter Dated December 14, 2016 Albany Molecular Research, Inc. Form 10-K for the Year Ended December 31, 2015 Filed March 30, 2016 Form 8-K filed November 8, 2016 File No. 001-35622 Dear Mr. Arakawa: Albany Molecular Research, Inc. ( |
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| December 22, 2016 |
Albany Molecular Research FORM 8-K (Current Report/Significant Event) UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): December 8, 2016 ALBANY MOLECULAR RESEARCH, INC. |
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| November 9, 2016 |
Exhibit 2.1 Strictly private and confidential Milan, July 7, 2016 To: Lauro Cinquantasette S.p.A. Via del Lauro, no. 7 20131 – Milano (Italy) Facsimile No.: +39. 02. 869522522 Attention of Chief Financial Officer With copy to Debevoise 919 Third Avenue New York, NY 10022 Facsimile No: +1 212 909 6836 And Chiomenti Studio Legale Via XXIV Maggio 43 I-00187 Rome Attention to Francesco Tedeschini fran |
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| November 9, 2016 |
Albany Molecular Research FORM 10-Q (Quarterly Report) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended September 30, 2016 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-35622 ALBANY MOLECULAR RE |
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| November 9, 2016 |
strictly private and confidential Exhibit 2.2 strictly private and confidential August 8, 2016 To: Lauro Cinquantasette S.p.A. Via del Lauro, no. 7 20131 ? Milano (MI) Italy Attention of Chief Financial Officer With copy to: Debevoise & Plimpton 919 Third Avenue New York, NY 10022 United States of America Attention to Maurizio Minzi-Levi [email protected] And Chiomenti Studio Legale Via XXIV Maggio 43 I-00187 Rome Italy Att |
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| November 8, 2016 |
AMRI Announces Third Quarter 2016 Results Exhibit 99.1 AMRI Announces Third Quarter 2016 Results Albany, NY (November 8, 2016) ? AMRI (NASDAQ: AMRI) today reported financial and operating results for the third quarter ended September 30, 2016 and reiterated its outlook for 2016. Highlights: ? Contract revenue of $151.7 million, up 50% from the third quarter 2015 ? Reported contract margins of 19%; non-GAAP contract margins of 30% ? Report |
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| November 8, 2016 |
Albany Molecular Research FORM 8-K (Current Report/Significant Event) 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): November 8, 2016 ALBANY MOLECULAR RESEARCH, INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-35622 14-1742717 (State or other jurisdiction of incorporation) (Commi |
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| October 12, 2016 |
Exhibit 7.10 JOINT FILING AGREEMENT Pursuant to Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned agree that the Statement on Schedule 13D (including any and all amendments thereto) to which this exhibit is attached is filed on behalf of each of them in the capacities set forth below. Date: October 12, 2016 LAURO CINQUANTASETTE S.P.A. By: /s/ Enric |
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| October 12, 2016 |
AMRI / Albany Molecular Research, Inc. / Lauro Cinquantasette S.p.A. - SC 13D/A Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 Amendment No. 2 Albany Molecular Research, Inc. (Name of Issuer) Common Stock, par value $0.01 (Title of Class of Securities) 012423109 (CUSIP Number) Lauro Cinquantasette S.p.A. Via del Lauro, 7 20121 Milano, Italy Attention: Enrico Ricotta +39-02-8695221 Lauro Quarantott |
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| October 4, 2016 |
Albany Molecular Research, Inc. 26 Corporate Circle Albany, New York 12203 VIA EDGAR AND FACSIMILE October 4, 2016 United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, DC 20549 Attention: John Reynolds, Assistant Director Re: Albany Molecular Research, Inc. Acceleration Request for Registration Statement on Form S-3 File No. 333-213768 Dea |
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| September 23, 2016 |
Albany Molecular Research FORM S-3 As filed with the Securities and Exchange Commission on September 23, 2016 Registration Statement No. |
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| September 23, 2016 |
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS Exhibit 99.2 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS On May 5, 2016, Albany Molecular Research, Inc., a Delaware corporation (?AMRI? or the ?Company?), and Lauro Cinquantasette S.p.A., a company organized under the laws of Italy (the ?Seller?), entered into a Share Purchase Agreement (the ?Share Purchase Agreement?) pursuant to which AMRI would purchase 100% of the capital stoc |
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| September 23, 2016 |
Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A 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 11, 2016 ALBANY MOLECULAR RESEARCH, INC. (Exact Name of Registrant as Specified in Charter) Delaware (State or other jurisdiction of incorporation) 001-35622 14-1742717 (Commis |
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| September 23, 2016 |
EX-99.1 3 v449061ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 PRIME EUROPEAN THERAPEUTICALS (EUTICALS) S.P.A. AND SUBSIDIARIES CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2015, 2014 AND 2013 INDEX TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2015, 2014 AND 2013 REPORT OF INDEPENDENT AUDITORS F-1 CONSOLIDATED STATEMENTS OF FINANCIAL POSITION F-2 CONSOLIDA |
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| August 29, 2016 |
Material Impairments, Costs Associated with Exit or Disposal Activities UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): August 29, 2016 ALBANY MOLECULAR RESEARCH, INC. |
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| August 8, 2016 |
EXHIBIT 7.8 SHAREHOLDERS’ AGREEMENT AMONG - Lauro Quarantotto S.p.A, with registered office in Milano, via del Lauro 7, tax code and registration number at the Companies’ Register of Milan 07449290969, duly represented by Mr. Marco Carotenuto, in his capacity as Chairman of the Lauro Quanrantotto S.p.A. by virtue of resolution of the Board of Directors dated July 1, 216 (hereinafter “Lauro Quarant |
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| August 8, 2016 |
AMRI / Albany Molecular Research, Inc. / Lauro Cinquantasette S.p.A. - SC 13D/A Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 Amendment No. 1 Albany Molecular Research, Inc. (Name of Issuer) Common Stock, par value $0.01 (Title of Class of Securities) 012423109 (CUSIP Number) Lauro Cinquantasette S.p.A. Via del Lauro, 7 20121 Milano, Italy Attention: Enrico Ricotta +39-02-8695221 Lauro Quarantott |
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| August 8, 2016 |
EXHIBIT 7.9 JOINT FILING AGREEMENT Pursuant to Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned agree that the Statement on Schedule 13D (including any and all amendments thereto) to which this exhibit is attached is filed on behalf of each of them in the capacities set forth below. Date: August 8, 2016 LAURO CINQUANTASETTE S.P.A. By: /s/ Enrico R |
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| August 5, 2016 |
Albany Molecular Research 10-Q (Quarterly Report) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended June 30, 2016 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-35622 ALBANY MOLECULAR RESEARC |
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| August 5, 2016 |
ALBANY MOLECULAR RESEARCH, INC. SENIOR EXECUTIVE CASH INCENTIVE BONUS PLAN Exhibit 10.2 ALBANY MOLECULAR RESEARCH, INC. SENIOR EXECUTIVE CASH INCENTIVE BONUS PLAN SECTION 1. PURPOSE This Senior Executive Cash Incentive Bonus Plan (the ?Incentive Plan?) is intended to provide an incentive for superior work and to motivate eligible executives of Albany Molecular Research, Inc. (the ?Company?) and its subsidiaries toward even higher achievement and business results, to tie |
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| August 4, 2016 |
Albany Molecular Research FORM 8-K (Current Report/Significant Event) 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): August 4, 2016 ALBANY MOLECULAR RESEARCH, INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-35622 14-1742717 (State or other jurisdiction of incorporation) (Commiss |
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| August 4, 2016 |
AMRI Announces Second Quarter 2016 Results Exhibit 99.1 AMRI Announces Second Quarter 2016 Results Albany, NY (August 4, 2016) ? AMRI (NASDAQ: AMRI) today reported financial and operating results for the second quarter ended June 30, 2016 and provided an update to its outlook for 2016. Highlights: ? Contract revenue of $116.5 million, up 37% from the second quarter 2015 ? Recurring royalty revenue of $4.4 million ? Reported contract margin |
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| July 20, 2016 |
AMRI / Albany Molecular Research, Inc. / D'Ambra David - SC 13D Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. )* Albany Molecular Research, Inc. (Name of Issuer) Common Stock, $0.01 par value per share (Title of Class of Securities) 012423109 (CUSIP Number) Bessemer Trust Company of Delaware N.A. 1007 North Orange Street Suite 1450 Wilmington, Delaware 19801 David D |
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| July 20, 2016 |
AMRI / Albany Molecular Research, Inc. / Marth William S - SC 13D Activist Investment SC 13D 1 v444463sc13d.htm SC 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. )* Albany Molecular Research, Inc. (Name of Issuer) Common Stock, $0.01 par value per share (Title of Class of Securities) 012423109 (CUSIP Number) William S. Marth c/o Albany Molecular Research, Inc. 26 Corporate Circle Alba |
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| July 20, 2016 |
AMRI / Albany Molecular Research, Inc. / D AMBRA THOMAS E - SCHEDULE 13D Activist Investment SC 13D 1 v444462sc13d.htm SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. )* Albany Molecular Research, Inc. (Name of Issuer) Common Stock, $0.01 par value per share (Title of Class of Securities) 012423109 (CUSIP Number) Thomas E. D’Ambra, Ph.D. c/o Albany Molecular Research, Inc. 26 Corpora |
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| July 20, 2016 |
AMRI / Albany Molecular Research, Inc. / D AMBRA CONSTANCE M - SC 13D Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. )* Albany Molecular Research, Inc. (Name of Issuer) Common Stock, $0.01 par value per share (Title of Class of Securities) 012423109 (CUSIP Number) Constance D’Ambra c/o Albany Molecular Research, Inc. 26 Corporate Circle Albany, NY 12203 (Name, Address and |
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| July 18, 2016 |
SHAREHOLDERS’ AGREEMENT Lauro Quarantotto S.p.A EXHIBIT 7.2 SHAREHOLDERS’ AGREEMENT among Lauro Quarantotto S.p.A and Mandarin Capital Partners S.C.A. Sicar Guiva Italia S.r.l. Private Equity Partners Società di Gestione del Risparmio S.p.A. as management company of Private Equity Fund IV Poli Group Holding S.r.l. Immobiliare Bema S.r.l. Private Equity Partners S.p.A. Giasone S.r.l. Guido Puricelli Idea Capital Funds Società di Gestione del Ris |
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| July 18, 2016 |
EXHIBIT 7.3 MEMORANDUM OF UNDERSTANDING By and between: LAURO QUARANTOTTO S.P.A. lauro [email protected] MANDARIN CAPITAL PARTNERS SECONDARY SCA [email protected] IDEA CAPITAL FUNDS SGR S.P.A. [email protected] PRIVATE EQUITY PARTNERS S.G.R. S.P.A. [email protected] PRIVATE EQUITY PARTNERS S.P.A. [email protected] PAOLA POLI fax: +39 02 86998 |
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| July 18, 2016 |
AMRI / Albany Molecular Research, Inc. / Lauro Cinquantasette S.p.A. - SC 13D Activist Investment SC 13D 1 v444354sc13d.htm SC 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 Albany Molecular Research, Inc. (Name of Issuer) Common Stock, par value $0.01 (Title of Class of Securities) 012423109 (CUSIP Number) Lauro Cinquantasette S.p.A. Via del Lauro, 7 20121 Milano, Italy Attention: Enrico Ricotta +39-02-8695221 |
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| July 18, 2016 |
EXHIBIT 7.7 JOINT FILING AGREEMENT Pursuant to Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned agree that the Statement on Schedule 13D to which this exhibit is attached is filed on behalf of each of them in the capacities set forth below. Date: July 18, 2016 LAURO CINQUANTASETTE S.P.A. By: /s/ Enrico Ricotta Name: Enrico Ricotta Title: Director |
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| July 18, 2016 |
AMRI / Albany Molecular Research, Inc. / 3-Gutiver, S.L. - SC 13D/A Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 1)* Albany Molecular Research, Inc. (Name of Issuer) Common Stock, $0.01 par value per share (Title of Class of Securities) 012423109 (CUSIP Number) Luis Gerardo Gutierrez Fuentes 3-Gutinver, S.L. Zurbano, 96, 2° izda 28003 Madrid Spain (Name, Address and Te |
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| July 14, 2016 |
LIMITED POWER OF ATTORNEY ALBANY MOLECULAR RESEARCH, INC. SECTION 16(a) FILINGS Exhibit 24 LIMITED POWER OF ATTORNEY FOR ALBANY MOLECULAR RESEARCH, INC. SECTION 16(a) FILINGS Know all by these present, that the undersigned hereby constitutes and appoints each of William S. Marth, Felicia I. Ladin, and Lori M. Henderson, signing singly, the undersigned?s true and lawful attorney-in-fact to: (1) Execute for and on behalf of the undersigned, in the undersigned?s capacity as an o |
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| July 12, 2016 |
[Remainder of page intentionally left blank] Exhibit 10.3 Execution Version July 11, 2016 Lauro Cinquantasette S.p.A. Via del Lauro, 7 - 20131 Milano RE: Guarantee to Promissory Notes, dated as of July 11, 2016, by and between Albany Molecular Luxembourg S.à.r.l. and Lauro Cinquantasette S.p.A. (the “Guarantee”) Dear Ladies and Gentlemen: 1. Albany Molecular Luxembourg S.à.r.l., a private limited liability company (société à responsabilité l |
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| July 12, 2016 |
8-K 1 v4439628k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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 7, 2016 ALBANY MOLECULAR RESEARCH, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) |
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| July 12, 2016 |
EX-10.1 3 v443962ex10-1.htm EXHIBIT 10.1 Exhibit 10.1 Execution Version PROMISSORY NOTE A THIS PROMISSORY NOTE (THIS “NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE AND NO INTEREST HEREIN MAY BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF ABSENT REGISTRATION THEREUNDER OR AN EXEMPTION THEREFROM. Original Princi |
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| July 12, 2016 |
AMRI Completes Acquisition of Euticals Exhibit 99.1 AMRI Completes Acquisition of Euticals Albany, NY (July 11, 2016) ? AMRI (NASDAQ: AMRI) today announced that it has completed the acquisition of Prime European Therapeuticals S.p.A., also known as ?Euticals?, a privately-held company headquartered in Lodi, Italy, specializing in custom synthesis and the manufacture of active pharmaceutical ingredients (APIs). This completes the transa |
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| July 12, 2016 |
Exhibit 10.5 Execution Version THIRD AMENDED AND RESTATED CREDIT AGREEMENT dated as of July 7, 2016 among ALBANY MOLECULAR RESEARCH, INC., as Borrower, THE LENDERS AND L/C ISSUERS FROM TIME TO TIME PARTY HERETO, BARCLAYS BANK PLC, as Administrative Agent, Collateral Agent, L/C Issuer and Swing Line Lender, and JPMorgan Chase Bank, N.A. and BARCLAYS BANK PLC, as Joint Lead Arrangers Table of Conten |
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| July 12, 2016 |
Exhibit 10.2 Execution Version PROMISSORY NOTE B THIS PROMISSORY NOTE (THIS “NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE AND NO INTEREST HEREIN MAY BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF ABSENT REGISTRATION THEREUNDER OR AN EXEMPTION THEREFROM. Original Principal Amount: €31,000,000 Issue Date: July |
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| July 12, 2016 |
ALBANY MOLECULAR RESEARCH, INC. STOCKHOLDERS AGREEMENT DATED AS OF JULY 11, 2016 EX-4.1 2 v443962ex4-1.htm EXHIBIT 4.1 Exhibit 4.1 EXECUTION COPY ALBANY MOLECULAR RESEARCH, INC. STOCKHOLDERS AGREEMENT DATED AS OF JULY 11, 2016 THIS STOCKHOLDERS AGREEMENT is dated as of July 11, 2016 (this “Agreement”), by and among Albany Molecular Research, Inc., a Delaware corporation (the “Company”), Lauro Cinquantasette S.p.A, a company incorporated under the laws of Italy (“Lauro”), each |
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| July 12, 2016 |
AMENDMENT NO. 1 TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT Exhibit 10.4 Execution Version AMENDMENT NO. 1 TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT AMENDMENT NO. 1 TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT, dated as of July 7, 2016 (this “Agreement”), by and among Albany Molecular Research, Inc., a Delaware corporation (the “Borrower”), each other Loan Party party hereto, Barclays Bank PLC, as administrative agent and collateral agent (in such |
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| June 3, 2016 |
Albany Molecular Research FORM 8-K (Current Report/Significant Event) 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): June 1, 2016 ALBANY MOLECULAR RESEARCH, INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-35622 14-1742717 (State or other jurisdiction of incorporation) (Commissio |
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| May 20, 2016 |
Reconciliation of Lauro 57 Reported EBITDA to Euticals Adjusted EBITDA EX-99.6 7 v440429ex99-6.htm EXHIBIT 99.6 Exhibit 99.6 Reconciliation of Lauro 57 Reported EBITDA to Euticals Adjusted EBITDA (in € thousands) 2013 2014 2015 As Reported EBITDA (IFRS) - Lauro 57 € 21,383 € 21,627 € 29,564 + Severance Charges 2,547 400 + Consulting & Acquisition Costs 1,016 + Prior Year Extraordinary Items 294 1,000 + Bank Commissions 793 909 692 + Change in Environmental Provision |
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| May 20, 2016 |
Exhibit 99.3 Balance sheet 31.12.2013 (in thousands of Euro) 31 December 2013 Consolidated Lauro 57 IFRS Deconsolidation Lauro 57 31 December 2013 Consolidated Euticals ADJ R&D 31 December 2013 Consolidated Euticals ADJ Intangible assets 116,282 (91,841 ) 24,441 (7,233 ) 17,208 Tangible assets 86,426 0 86,426 86,426 Deferred tax assets 6,299 - 6,299 2,291 8,590 Other non-current assets 1,844 (0 ) |
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| May 20, 2016 |
Regulation FD Disclosure, Financial Statements and Exhibits 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): May 20, 2016 Albany Molecular Research, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware (State or Other Jurisdiction of Incorporation) 001-35622 14-1742717 (Commission File Num |
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| May 20, 2016 |
Exhibit 99.5 Balance sheet 31.12.2015 (in thousands of Euro) 31 December 2015 Consolidated Lauro 57 IFRS Deconsolidation Lauro 57 31 December 2015 Consolidated Euticals IFRS ADJ R&D 31 December 2015 Consolidated Euticals IFRS ADJ Intangible assets 117,306 (91,997 ) 25,309 (8,831 ) 16,478 Tangible assets 78,458 - 78,458 78,458 Deferred tax assets 13,206 - 13,206 2,714 15,919 Other non-current asset |
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| May 20, 2016 |
Annual Report for the year ended 31 December 2014 Lauro Cinquantasette Group Exhibit 99.1 Annual Report for the year ended 31 December 2014 Lauro Cinquantasette Group Registered offices in Via del Lauro 7 - 20121 Milan Share capital Euro 58,333,333.25 fully paid up Fiscal Code 04849340965 (English language translation of the original Italian document) Index Corporate bodies 3 Directors’ Report 4 Summary of Results 5 Group Structure 8 Significant events during the year 2014 |
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| May 20, 2016 |
Annual Report for the year ended 31 December 2015 Lauro Cinquantasette Group Exhibit 99.2 Disclaimer Set out below is an unofficial translation into the English language, for convenience purposes only, of the consolidated financial statements of Lauro Cinquantasette Group (the ?Company?) for the year ended December 31, 2015 (the ?Financial Statements?) that originally were prepared in the Italian language. The full, legal and binding version of the Financial Statements for |
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| May 20, 2016 |
Exhibit 99.4 Balance sheet 31.12.2014 (in thousands of Euro) 31 December 2014 Consolidated Lauro 57 IFRS Deconsolidation Lauro 57 31 December 2014 Consolidated Euticals IFRS ADJ R&D 31 December 2014 Consolidated Euticals IFRS ADJ Intangible assets 117,839 (91,841 ) 25,998 (8,977 ) 17,021 Tangible assets 77,152 0 77,152 77,152 Deferred tax assets 11,043 (1 ) 11,042 2,810 13,853 Other non-current as |
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| May 18, 2016 |
AMRI / Albany Molecular Research, Inc. / Permian Investment Partners, LP - SC 13G Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Amendment No. )* Under the Securities Exchange Act of 1934 ALBANY MOLECULAR RESEARCH, INC. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 012423109 (CUSIP Number) May 10, 2016 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate th |
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| May 10, 2016 |
Albany Molecular Research FORM 8-K (Current Report/Significant Event) 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): May 10, 2016 ALBANY MOLECULAR RESEARCH, INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-35622 14-1742717 (State or other jurisdiction of incorporation) (Commissio |
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| May 10, 2016 |
AMRI Announces First Quarter 2016 Results Exhibit 99.1 AMRI Announces First Quarter 2016 Results Albany, NY (May 10, 2016) ? AMRI (NASDAQ: AMRI) today reported financial and operating results for the first quarter ended March 31, 2016 and provided an update to its outlook for 2016. Highlights: ? First quarter contract revenue of $102.8 million, up 37% from 2015 ? First quarter royalties of $2.7 million, down 59% from 2015 due to expiratio |
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| May 10, 2016 |
Albany Molecular Research 10-Q (Quarterly Report) 10-Q 1 v43848310q.htm 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended March 31, 2016 ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-35 |
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| May 6, 2016 |
Exhibit 99.1 AMRI to Acquire Euticals in a Strategic Transaction That Expands its API Development and Manufacturing Business ? Enters definitive agreement to acquire Euticals for $358 million in stock, cash and a seller note ? Positions AMRI as one of the largest independent developers and suppliers of API to the pharmaceutical industry ? Significantly expands AMRI?s presence in the European commu |
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| May 6, 2016 |
ALBANY MOLECULAR RESEARCH, INC. REGISTRATION RIGHTS AND LOCK-UP AGREEMENT DATED AS OF May 5, 2016 Exhibit 4.1 EXECUTION COPY ALBANY MOLECULAR RESEARCH, INC. REGISTRATION RIGHTS AND LOCK-UP AGREEMENT DATED AS OF May 5, 2016 THIS REGISTRATION RIGHTS AND LOCK-UP AGREEMENT is dated as of May 5, 2016 (this “Agreement”), by and among Albany Molecular Research, Inc., a Delaware corporation (the “Company”) and Lauro Cinquantasette S.p.A, a company incorporated under the laws of Italy (“Lauro” or “Hold |
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| May 6, 2016 |
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): May 5, 2016 ALBANY MOLECULAR RESEARCH, INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-35622 14-1742717 (State or other jurisdiction of incorporation) (Commission |
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| May 6, 2016 |
Acquisition of Euticals Discussion Materials May 5, 2016 Exhibit 99.2 Acquisition of Euticals Discussion Materials May 5, 2016 Forward - Looking Statements This presentation may contain projections, estimates and other forward - looking statements that involve a number of risks and uncertainties, including those discussed in the Company?s filings with the Securities and Exchange Commission. While this presentation represents management?s current judgmen |
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| May 6, 2016 |
ALBANY MOLECULAR RESEARCH, INC. SUBSCRIPTION AGREEMENT DATED AS OF May 5, 2016 Exhibit 10.1 Execution Version ALBANY MOLECULAR RESEARCH, INC. SUBSCRIPTION AGREEMENT DATED AS OF May 5, 2016 THIS SUBSCRIPTION AGREEMENT, dated as of May 5, 2016 (this ?Agreement?), is made by and among Albany Molecular Research, Inc., a company incorporated under the laws of Delaware, United States (the ?Company?) and Lauro Cinquantasette S.p.A, a company incorporated under the laws of Italy (th |
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| May 6, 2016 |
ARTICLE 1 - CERTAIN DEFINITIONS Exhibit 2.1 Execution Version THIS SHARE PURCHASE AGREEMENT (Agreement) is made on 5 May 2016 among: (1) AMRI – Albany Molecular Research, Inc., a company incorporated under the laws of the State of Delaware (USA) (AMRI) whose registered office is in Albany (NY – USA), represented by Ms. Lori Henderson, in her capacity as General Counsel, Senior Vice President and Secretary, for itself and/or for |
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| May 4, 2016 |
LIMITED POWER OF ATTORNEY ALBANY MOLECULAR RESEARCH, INC. SECTION 16(a) FILINGS Exhibit 24 LIMITED POWER OF ATTORNEY FOR ALBANY MOLECULAR RESEARCH, INC. SECTION 16(a) FILINGS Know all by these present, that the undersigned hereby constitutes and appoints each of William S. Marth, Felicia I. Ladin, and Lori M. Henderson, signing singly, the undersigned?s true and lawful attorney-in-fact to: (1) Execute for and on behalf of the undersigned, in the undersigned?s capacity as an o |
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| April 21, 2016 |
Albany Molecular Research DEF 14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confide |
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| April 12, 2016 |
Albany Molecular Research FORM 8-K (Current Report/Significant Event) 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 11, 2016 ALBANY MOLECULAR RESEARCH, INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-35622 14-1742717 (State or other jurisdiction (Commission (IRS Employer |
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| March 30, 2016 |
Albany Molecular Research 10-K (Annual Report) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2015 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-35622 Albany Molecula |
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| March 30, 2016 |
Exhibit 2.1 LLC INTEREST PURCHASE AGREEMENT by and among Albany Molecular Research, Inc., a Delaware corporation and Brian W. Mulhall and Alan Weiss, the members of Whitehouse Analytical Laboratories, LLC, a New Jersey limited liability company December 15, 2015 TABLE OF CONTENTS ARTICLE I. DEFINITIONS 1 Section 1.01. Definitions 1 ARTICLE II. CONSIDERATION 8 Section 2.01. Sale of LLC Interests 8 |
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| March 30, 2016 |
albany molecular research, INC. SENIOR EXECUTIVE CASH INCENTIVE BONUS PLAN EX-10.40 6 v432872ex10-40.htm EXHIBIT 10.40 Exhibit 10.40 albany molecular research, INC. SENIOR EXECUTIVE CASH INCENTIVE BONUS PLAN 1. Purpose This Senior Executive Cash Incentive Bonus Plan (the “Incentive Plan”) is intended to provide an incentive for superior work and to motivate eligible executives of Albany Molecular Research, Inc. (the “Company”) and its subsidiaries toward even higher achi |
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| March 30, 2016 |
ALBANY MOLECULAR RESEARCH, INC. THIRD AMENDED 2008 STOCK OPTION AND INCENTIVE PLAN Exhibit 10.39 ALBANY MOLECULAR RESEARCH, INC. THIRD AMENDED 2008 STOCK OPTION AND INCENTIVE PLAN SECTION 1. GENERAL PURPOSE OF THE PLAN; DEFINITIONS The name of the plan is the Albany Molecular Research, Inc. Third Amended 2008 Stock Option and Incentive Plan (the “Plan”). The purpose of the Plan is to encourage and enable the officers, employees, Non-Employee Directors and other key persons (incl |
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| March 30, 2016 |
FORM OF INDEMNIFICATION AGREEMENT EX-10.1 3 v432872ex10-1.htm EXHIBIT 10.1 Exhibit 10.1 FORM OF INDEMNIFICATION AGREEMENT This Agreement is made as of this day of , 2016 ("Agreement"), by and between Albany Molecular Research, Inc., a Delaware corporation with offices located at 26 Corporate Circle, Albany, New York 12212 (the "Company," which term shall include, where appropriate, any Entity (as hereinafter defined) controlled di |
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| March 30, 2016 |
ALBANY MOLECULAR RESEARCH, INC. THIRD AMENDED 1998 EMPLOYEE STOCK PURCHASE PLAN EX-10.38 4 v432872ex10-38.htm EXHIBIT 10.38 Exhibit 10.38 ALBANY MOLECULAR RESEARCH, INC. THIRD AMENDED 1998 EMPLOYEE STOCK PURCHASE PLAN The purpose of the Albany Molecular Research, Inc. 1998 Employee Stock Purchase Plan ("the Plan") is to provide eligible employees of Albany Molecular Research, Inc. (the "Company") and its subsidiaries with opportunities to purchase shares of the Company's comm |
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| March 30, 2016 |
Albany Molecular Research, Inc. Subsidiaries Exhibit 21.1 Albany Molecular Research, Inc. Subsidiaries Name of Subsidiary State/Country of Incorporation AMRI Bothell Research Center, Inc. Delaware, USA AMRI Burlington, Inc. Massachusetts, USA AMRI Rensselaer, Inc. Delaware, USA AMRI SSCI, LLC Delaware, USA ALO Acquisition, LLC Delaware, USA OSO Biopharmaceutials Manufacturing, LLC Delaware, USA Cedarburg Pharmaceuticals, Inc. Delaware, USA I |
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| March 11, 2016 |
Albany Molecular Research FORM 12B-25 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): x Form 10-K ? Form 20-F ? Form 11-K ? Form 10-Q ? Form 10-D ? Form N-SAR ? Form N-CSR For Fiscal Period Ended: December 31, 2015 ? Transition Report on Form 10-K ? Transition Report on Form 20-F ? Transition Report on Form 11-K ? Transition Report on Form 10-Q ? Transition Report on Form N-SAR For the Transition Period Ended: Nothing in this form shall be construed to imply that the Commission has verified any information contained herein. |
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| March 1, 2016 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 15, 2015 ALBANY MOLECULAR RESEARCH, INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-35622 14-1742717 (State or other jurisdiction of incorporation) (Co |
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| March 1, 2016 |
UNAUDTIED PRO FROMA COMBINED CONDENSED FINANCIAL STATEMENTS EX-99.2 4 v433009ex99-2.htm EXHIBIT 99.2 Exhibit 99.2 UNAUDTIED PRO FROMA COMBINED CONDENSED FINANCIAL STATEMENTS On December 15, 2015, Albany Molecular Research, Inc., a Delaware corporation (the “Company”), and Brian W. Mulhall and Alan Weiss (the “Sellers”, as members of Whitehouse Analytical Laboratories, LLC (“Whitehouse”), entered into a definitive LLC Interest Purchase Agreement (the “Purch |
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| March 1, 2016 |
Exhibit 99.1 WHITEHOUSE ANALYTICAL LABORATORIES, LLC Financial Statements as of and for the Year ended December 31, 2014 And Independent Auditors? Report WHITEHOUSE ANALYTICAL LABORATORIES, LLC TABLE OF CONTENTS Page INDEPENDENT AUDITORS? REPORT 3 FINANCIAL STATEMENTS AS OF AND FOR THE YEAR ENDED DECEMBER 31, 2014: Balance Sheet 4 Statement of Operations and Members? Equity 5 Statement of Cash Flo |
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| February 19, 2016 |
LIMITED POWER OF ATTORNEY ALBANY MOLECULAR RESEARCH, INC. SECTION 16(a) FILINGS Exhibit 24 LIMITED POWER OF ATTORNEY FOR ALBANY MOLECULAR RESEARCH, INC. SECTION 16(a) FILINGS Know all by these present, that the undersigned hereby constitutes and appoints each of William S. Marth, Felicia I. Ladin, and Lori M. Henderson, signing singly, the undersigned?s true and lawful attorney-in-fact to: (1) Execute for and on behalf of the undersigned, in the undersigned?s capacity as an o |
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| February 17, 2016 |
AMRI Appoints David H. Deming and Kenneth P. Hagen to Board of Directors EX-99.2 3 v432113ex99-2.htm EXHIBIT 99.2 Exhibit 99.2 AMRI Appoints David H. Deming and Kenneth P. Hagen to Board of Directors ALBANY, N.Y., February 17, 2016 – AMRI (NASDAQ: AMRI) today announced the appointment of David H. Deming, Managing Partner, TAG Healthcare Advisors, and Kenneth P. Hagen, CPA, former tax partner at PricewaterhouseCoopers, LLP to its Board of Directors. Mr. Deming’s board a |
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| February 17, 2016 |
Albany Molecular Research FORM 8-K (Current Report/Significant Event) 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, 2016 ALBANY MOLECULAR RESEARCH, INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-35622 14-1742717 (State or other jurisdiction of incorporation) (Comm |
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| February 17, 2016 |
AMRI Announces Fourth Quarter and Full Year 2015 Results and Provides 2016 Outlook Exhibit 99.1 AMRI Announces Fourth Quarter and Full Year 2015 Results and Provides 2016 Outlook Albany, NY (February 17, 2016) ? AMRI (NASDAQ: AMRI) today reported financial and operating results for the fourth quarter and full year ended December 31, 2015 and provided an outlook for 2016. ? Fourth quarter total revenue of $126.4 million, up 46% from 2014; Full year total revenue of $402.4 million |
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| February 16, 2016 |
EX-99.1 2 v431768ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 MEMBERS OF GROUP Bessemer Trust Company of Delaware N.A. David D’Ambra |
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| February 16, 2016 |
AMRI / Albany Molecular Research, Inc. / D'Ambra David - SC 13G Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* ALBANY MOLECULAR RESEARCH, INC. (Name of Issuer) COMMON STOCK, $0.01 PAR VALUE (Title of Class of Securities) 012423109 (CUSIP Number) DECEMBER 31, 2015 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rul |
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| February 12, 2016 |
AMRI / Albany Molecular Research, Inc. / D AMBRA THOMAS E - SC 13G/A Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 7)* ALBANY MOLECULAR RESEARCH, INC. (Name of Issuer) COMMON STOCK, $0.01 PAR VALUE (Title of Class of Securities) 012423109 (CUSIP Number) DECEMBER 31, 2015 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the |
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| February 12, 2016 |
AMRI / Albany Molecular Research, Inc. / D AMBRA CONSTANCE M - SC 13G/A Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 7)* ALBANY MOLECULAR RESEARCH, INC. (Name of Issuer) COMMON STOCK, $0.01 PAR VALUE (Title of Class of Securities) 012423109 (CUSIP Number) DECEMBER 31, 2015 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the |
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| February 12, 2016 |
Amendment No. 3 to SC 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 3)* Albany Molecular Research, Inc. (Name of Issuer) Common Stock, $0.01 par value (Title of Class of Securities) 012423109 (CUSIP Number) December 31, 2015 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to de |
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| February 11, 2016 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2 )* Albany Molecular Research, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 012423109 (CUSIP Number) December 31, 2015 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to w |
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| February 11, 2016 |
SC 13G/A 1 amria121116.htm PEKIN SINGER STRAUSS ASSET MANAGEMENT, INC UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Albany Molecular Research Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 012423109 (CUSIP Number) December 31, 2012 (Date of Event which Requires Filing of this Stat |
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| February 11, 2016 |
SC 13G 1 albany13g12312015.htm SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) Under the Securities Exchange Act of 1934 (Amendment No. ) Albany Molecular Research Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 012423109 (CUSIP Number) December 31, 2015 (Date of Event which Requires Filing of this Statement) Check |
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| February 10, 2016 |
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 4, 2016 ALBANY MOLECULAR RESEARCH, INC. (Exact Name of Registrant as Specified in Charter) Delaware 000-25323 14-1742717 (State or other jurisdiction (Commission (IRS Employe |
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| February 9, 2016 |
Albany Molecular Research SCHEDULE 13G/A (Passive Acquisition of More Than 5% of Shares) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 9)* ALBANY MOLECULAR RESEARCH (Name of Issuer) Common Stock (Title of Class of Securities) 012423109 (CUSIP Number) December 31, 2015 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which th |
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| February 8, 2016 |
LIMITED POWER OF ATTORNEY ALBANY MOLECULAR RESEARCH, INC. SECTION 16(a) FILINGS Exhibit 24 LIMITED POWER OF ATTORNEY FOR ALBANY MOLECULAR RESEARCH, INC. SECTION 16(a) FILINGS Know all by these present, that the undersigned hereby constitutes and appoints each of William S. Marth, Felicia I. Ladin, and Lori M. Henderson, signing singly, the undersigned?s true and lawful attorney-in-fact to: (1) Execute for and on behalf of the undersigned, in the undersigned?s capacity as an o |
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| February 5, 2016 |
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 3, 2016 ALBANY MOLECULAR RESEARCH, INC. (Exact Name of Registrant as Specified in Charter) Delaware 000-25323 14-1742717 (State or other jurisdiction (Commission (IRS Employe |
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| February 5, 2016 |
Exhibit 99.1 AMRI Appoints Anthony J. Maddaluna to Board of Directors ? Pfizer Executive Brings Additional Pharmaceutical Industry Experience and Expertise to the Board ? ALBANY, N.Y., February 4, 2016 ? AMRI (NASDAQ: AMRI) today announced that Anthony J. Maddaluna, Executive Vice President of Pfizer Inc. and President of Pfizer Global Supply, has been elected to the AMRI Board of Directors, effec |
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| January 8, 2016 |
SC 13G/A 1 albanymol13gam2dec312015.htm AMENDMENT NO. 2 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Amendment No. 2)* Under the Securities Exchange Act of 1934 ALBANY MOLECULAR RESEARCH, INC. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 012423109 (CUSIP Number) December 31, 2015 (Date of Event Which Requires Filin |
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| December 24, 2015 |
LIMITED POWER OF ATTORNEY ALBANY MOLECULAR RESEARCH, INC. SECTION 16(a) FILINGS Exhibit 24 LIMITED POWER OF ATTORNEY FOR ALBANY MOLECULAR RESEARCH, INC. SECTION 16(a) FILINGS Know all by these present, that the undersigned hereby constitutes and appoints each of William S. Marth, Felicia I. Ladin, and Lori M. Henderson, signing singly, the undersigned?s true and lawful attorney-in-fact to: (1) Execute for and on behalf of the undersigned, in the undersigned?s capacity as an o |
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| December 21, 2015 |
8-K 1 v4274448k.htm FORM 8-K 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): December 15, 2015 ALBANY MOLECULAR RESEARCH, INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-35622 14-1742717 (State or other jurisdi |
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| December 21, 2015 |
AMRI Acquires Whitehouse Laboratories EX-99.1 2 v427444ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 AMRI Acquires Whitehouse Laboratories · Strategically extends AMRI’s analytical offerings in rapidly expanding area of outsourcing services · Expected to be accretive in 2016 to non-GAAP diluted EPS · Conference call today at 9:00 am ET to discuss transaction Albany, NY (December 15, 2015) – AMRI (NASDAQ: AMRI) today announced that it has acqui |
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| November 9, 2015 |
EX-10.2 3 v423000ex10-2.htm EXHIBIT 10.2 Exhibit 10.2 SECOND AMENDED AND RESTATED CREDIT AGREEMENT dated as of August 19, 2015 among ALBANY MOLECULAR RESEARCH, INC., as Borrower, THE LENDERS AND L/C ISSUERS FROM TIME TO TIME PARTY HERETO, BARCLAYS BANK PLC, as Administrative Agent, Collateral Agent, L/C Issuer and Swing Line Lender, and BARCLAYS BANK PLC, as Lead Arranger Table of Contents Page AR |
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| November 9, 2015 |
Exhibit 10.1 FIRST AMENDED AND RESTATED CREDIT AGREEMENT dated as of July 16, 2015 among ALBANY MOLECULAR RESEARCH, INC., as Borrower, THE LENDERS AND L/C ISSUERS FROM TIME TO TIME PARTY HERETO, BARCLAYS BANK PLC, as Administrative Agent, Collateral Agent, L/C Issuer and Swing Line Lender, and BARCLAYS BANK PLC, as Lead Arranger Table of Contents Page ARTICLE I. DEFINITIONS AND ACCOUNTING TERMS Se |
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| November 9, 2015 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended September 30, 2015 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-3356220 ALBANY MOLECULAR |
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| November 9, 2015 |
EX-10.3 4 v423000ex10-3.htm EXHIBIT 10.3 Exhibit 10.3 AMENDMENT NO 1 TO SUPPLY AGREEMENT BETWEEN GE HEALTHCARE AS AND AMRI RENSSELAER, INC. FOR SUPPLY OF AMINOBISAMIDE HCL (“ABA HCL”) DATED SEPTEMBER 30, 2015 This Amendment Number 1, (“First Amendment”) to the Supply Agreement between GE Healthcare AS (“GEHC”) and AMRI Rensselaer, Inc (the “Supplier”) for supply of ABA Hcl (the “Supply Agreement”) |
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| November 5, 2015 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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): November 5, 2015 ALBANY MOLECULAR RESEARCH, INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-35622 14-1742717 (State or other jurisdiction of incorporation) (Commi |
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| November 5, 2015 |
AMRI Announces Third Quarter 2015 Results EX-99.1 2 v423944ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 AMRI Announces Third Quarter 2015 Results Albany, NY (November 5, 2015) – AMRI (NASDAQ: AMRI) today reported financial and operating results for the third quarter ended September 30 2015. Highlights: · Third quarter contract revenue of $101.4 million, a 76% increase from 2014 · Adjusted contract margins expand to 25% · Third quarter adjusted di |
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| October 15, 2015 |
VIA EDGAR AND FACSIMILE October 15, 2015 United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N. |
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| October 6, 2015 |
Albany Molecular Research 8-K (Current Report/Significant Event) 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): September 30, 2015 ALBANY MOLECULAR RESEARCH, INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-35622 14-1742717 (State or other jurisdiction of incorporation) (Com |
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| October 2, 2015 |
ALBANY MOLECULAR RESARCH, INC. Dated as of , 20 Senior Debt Securities TABLE OF CONTENTS Exhibit 4.5 ALBANY MOLECULAR RESARCH, INC. TO Trustee Indenture Dated as of , 20 Senior Debt Securities TABLE OF CONTENTS Page Article 1 - DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION 1 Section 101 Definitions 1 Section 102 Compliance Certificates and Opinions 8 Section 103 Form of Documents Delivered to Trustee 8 Section 104 Acts of Holders 9 Section 105 Notices, etc., to Trustee and C |
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| October 2, 2015 |
EX-4.1 2 v421399ex4-1.htm EXHIBIT 4.1 Exhibit 4.1 |
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| October 2, 2015 |
Exhibit 12.1 AMRI Earnings to Fixed Charges Ratio 6/30/2015 12/31/2014 12/31/2013 12/31/2012 12/31/2011 12/31/2010 Total earnings available for fixed charges $ 2,287,000 $ (5,468,000 ) $ 19,703,000 $ 119,000 $ (36,638,000 ) $ (72,842,000 ) Interest expense on indebtedness $ 6,545,000 $ 10,960,000 $ 1,561,000 $ 463,000 $ 714,000 $ 292,000 Portion of rental expense which represents interest factor $ |
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| October 2, 2015 |
Exhibit 4.6 ALBANY MOLECULAR RESEARCH, INC. TO Trustee Indenture Dated as of , 20 Subordinated Debt Securities TABLE OF CONTENTS Table of Contents Page ARTICLE ONE - DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION 1 Section 101 Definitions 1 Section 102 Compliance Certificates and Opinions 9 Section 103 Form of Documents Delivered to Trustee 9 Section 104 Acts of Holders 10 Section 105 Not |
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| October 2, 2015 |
As filed with the Securities and Exchange Commission on October 2, 2015 As filed with the Securities and Exchange Commission on October 2, 2015 Registration Statement No. |
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| October 1, 2015 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A 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 16, 2015 ALBANY MOLECULAR RESEARCH, INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-35622 14-1742717 (State or other jurisdiction of incorporation) (Commis |
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| October 1, 2015 |
UNAUDITED PROFORMA COMBINED CONDENSED FINANCIAL STATEMENTS Exhibit 99.2 UNAUDITED PROFORMA COMBINED CONDENSED FINANCIAL STATEMENTS On July 16, 2015, Albany Molecular Research, Inc., a Delaware corporation (the “Company”), Exirisk Spain, S. L., the Company’s indirect wholly-owned subsidiary (“ Acquisition Sub ”), Gadea Grupo Farmaceutico, S.L.U. (“ Gadea ”) and certain other parties thereto, entered into a definitive Share Purchase Agreement (the “Share Pu |
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| October 1, 2015 |
REPORT OF INDEPENDENT AUDITORS Exhibit 99.1 INDEPENDENT AUDITORS’ REPORT To the Sole Shareholder of Gadea Grupo Farmacéutico, S.L.U.: We have audited the accompanying consolidated financial statements of Gadea Grupo Farmacéutico, S.L.U. and Subsidiaries (the "Company"), which comprise the consolidated balance sheets at 31 December 2014 and 2013, and the related consolidated income statements, the consolidated statements of chan |
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| August 19, 2015 |
Albany Molecular Research 8-K (Current Report/Significant Event) 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): August 19, 2015 ALBANY MOLECULAR RESEARCH, INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-35622 14-1742717 (State or other jurisdiction of incorporation) (Commis |
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| August 12, 2015 |
Albany Molecular Research 8-K (Current Report/Significant Event) 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): August 6, 2015 Albany Molecular Research, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware (State or Other Jurisdiction of Incorporation) 000-35622 14-1742717 (Commission File N |
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| August 7, 2015 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended June 30, 2015 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-3356220 ALBANY MOLECULAR RESEA |
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| August 7, 2015 |
EX-10.1 2 v416438ex10-1.htm EXHIBIT 10.1 Exhibit 10.1 EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (the “Agreement”) is made this 11th day of February, 2015 (the “Effective Date”) by and between Albany Molecular Research, Inc., a Delaware corporation (the “Company”), and Felicia Ladin (the “Executive”). WHEREAS, the Executive became an officer and key employee of the Company on the Employment Da |
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| August 5, 2015 |
AMRI Announces Second Quarter 2015 Results Exhibit 99.1 AMRI Announces Second Quarter 2015 Results Albany, NY (August 4, 2015) ? AMRI (NASDAQ: AMRI) today reported financial and operating results for the second quarter ended June 30, 2015. Highlights: ? Second quarter contract revenue of $85.2 million, a 39% increase from 2014 ? Adjusted contract margins of 26% ? Second quarter adjusted diluted EPS of $0.22, including a $0.05 decrease in E |
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| August 5, 2015 |
AMENDMENT AND TERMINATION SHAREHOLDER RIGHTS AGREEMENT Exhibit 4.1 AMENDMENT AND TERMINATION OF SHAREHOLDER RIGHTS AGREEMENT This Amendment and Termination (this ?Amendment and Termination?) of the Rights Agreement (as defined below) is entered into as of August 5, 2015, between Albany Molecular Research, Inc., a Delaware corporation (the ?Company?), and Computershare Inc., a Delaware corporation, successor-in-interest to Computershare Shareowner Serv |
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| August 5, 2015 |
Albany Molecular Research 8-K (Current Report/Significant Event) 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): August 5, 2015 Albany Molecular Research, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware (State or Other Jurisdiction of Incorporation) 000-35622 14-1742717 (Commission File N |
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| August 5, 2015 |
Albany Molecular Research 15-12B OMB APPROVAL OMB Number: 3235-0167 Expires: December 31,2014 Estimated average burden hours per response 1. |
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| August 5, 2015 |
Exhibit 4.2 CERTIFICATE OF ELIMINATION OF THE SERIES A JUNIOR PARTICIPATING CUMULATIVE PREFERRED STOCK OF ALBANY MOLECULAR RESEARCH, INC. Pursuant to Section 151(g) of the General Corporation Law of the State of Delaware Albany Molecular Research, Inc., a Delaware corporation (the ?Company?), in accordance with the provisions of Section 151(g) of the General Corporation Law of the State of Delawar |
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| August 5, 2015 |
Albany Molecular Research 8-A12B/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-A/A Amendment No. 1 FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 Albany Molecular Research, Inc. (Exact name of registrant as specified in its charter) Delaware 14-1742717 (State or other jurisdiction (IRS Employer of incorporation) Identific |
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| August 5, 2015 |
Albany Molecular Research 8-K (Current Report/Significant Event) 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): August 4, 2015 ALBANY MOLECULAR RESEARCH, INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-35622 14-1742717 (State or other jurisdiction of incorporation) (Commiss |
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| July 29, 2015 |
Gadea Grupo Farmaceutico, S.L. Business Lines Active Pharmaceutical Ingredients (API) Exhibit 99.2 Gadea Grupo Farmaceutico, S.L. Business Lines Active Pharmaceutical Ingredients (API) FY2014 ? Production of steroids, sex hormones and sterile products such as derivatives from betamethasone and hydrocortisone ? Sales in 70 countries with 50% of sales direct to customers Sales: $75 million GM: $36 million GM%: 47.9% Final Dosage Forms (FDF) and Other FY2014 ? Contract Manufacturing O |
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| July 29, 2015 |
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 29, 2015 Albany Molecular Research, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware (State or Other Jurisdiction of Incorporation) 000-35622 14-1742717 (Commission File Nu |
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| July 29, 2015 |
Exhibit 99.1 GADEA GRUPO FARMACÉUTICO, S.L. AND SUBSIDIARY COMPANIES CONSOLIDATED BALANCE SHEET AS AT 31 DECEMBER 2013 AND 2014 (NOTES 1 TO 5) (Thousands of Euros) ASSETS 31/12/14 31/12/13 NON-CURRENT ASSETS: Intangible assets (Note 6)- 2,881 4,879 Goodwill in consolidation 2,180 2,409 Other intangible assets 701 2,470 Tangible assets (Note 7)- 25,016 28,512 Land and buildings 7,822 8,602 Plant, m |
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| July 20, 2015 |
AMRI / Albany Molecular Research, Inc. / 3-Gutiver, S.L. - SCHEDULE 13D Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 ALBANY MOLECULAR RESEARCH, INC. (Name of Issuer) Common Stock, par value $0.01 (Title of Class of Securities) 012423109 (CUSIP Number) Luis Gerardo Gutierrez Fuentes 3-Gutinver, S.L. Parque Tecnológico, Parcela 113 47151-Boecillo (Valladolid) Spain (Name, Address and Telep |
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| July 20, 2015 |
LIMITED POWER OF ATTORNEY ALBANY MOLECULAR RESEARCH, INC. SECTION 16(a) FILINGS Exhibit 24 LIMITED POWER OF ATTORNEY FOR ALBANY MOLECULAR RESEARCH, INC. SECTION 16(a) FILINGS Know all by these present, that the undersigned hereby constitutes and appoints each of William S. Marth, Felicia I. Ladinand and Lori M. Henderson, signing singly, the undersigned?s true and lawful attorney-in-fact to: (1) Execute for and on behalf of the undersigned, in the undersigned?s capacity as an |
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| July 20, 2015 |
EXHIBIT 99.1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the common stock, par value $0.01 per share, of Albany Molecular Research, Inc., a Delaware corporation, and further ag |
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| July 16, 2015 |
ALBANY MOLECULAR RESEARCH, INC. REGISTRATION RIGHTS AGREEMENT DATED AS OF JULY 16, 2015 EX-3.2 3 v415576ex3-2.htm EXHIBIT 3.2 Exhibit 3.2 EXECUTION VERSION ALBANY MOLECULAR RESEARCH, INC. REGISTRATION RIGHTS AGREEMENT DATED AS OF JULY 16, 2015 THIS REGISTRATION RIGHTS AGREEMENT is dated as of July 16, 2015 (this “Agreement”), by and among Albany Molecular Research, Inc., a Delaware corporation (the “Company”) and Holder. WHEREAS, the Company, Exirisk Spain, S.L.U., a Spanish company |
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| July 16, 2015 |
AMENDMENT NO. 2 TO CREDIT AGREEMENT EX-10.1 4 v415576ex10-1.htm EXHIBIT 10.1 Exhibit 10.1 Execution Version AMENDMENT NO. 2 TO CREDIT AGREEMENT AMENDMENT NO. 2 TO CREDIT AGREEMENT, dated as of July 14, 2015 (this “Agreement”), by and among Albany Molecular Research, Inc., a Delaware corporation (the “Borrower”), Barclays Bank PLC, as administrative agent and collateral agent (in such capacities, the “Administrative Agent”), each Len |
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| July 16, 2015 |
Exhibit 2.1 EXECUTION VERSION SHARE PURCHASE AGREEMENT OF GADEA GRUPO FARMAC?UTICO, S.L. BY AND BETWEEN EXIRISK SPAIN, S.L.U. (as Purchaser) Albany Molecular Research, Inc. (as AMRI Parent) AND 3-Gutinver, S.L. Antartis Pharma, S.L. Muggio Holding, S.L. Iniciativas del Jarama, S.A. Heliodoro Pedro Guti?rrez Fuentes Jos? Chavero Murillo Antonio Lorente Bonde-Larsen Maximiliano Ruiz L?pez Luis Prude |
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| July 16, 2015 |
AMRI Acquires Gadea Pharmaceutical Group EX-99.1 5 v415576ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 For Immediate Release AMRI Acquires Gadea Pharmaceutical Group · Strategically expands AMRI’s API portfolio through Crystal Pharma, positioning AMRI as a source of specialty and generic API · Establishes a European base for sales and operations and significantly increases AMRI’s presence in non-US markets · Immediately Accretive to non-GAAP dil |
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| July 16, 2015 |
Albany Molecular Research 8-K (Current Report/Significant Event) 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 16, 2015 ALBANY MOLECULAR RESEARCH, INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-35622 14-1742717 (State or other jurisdiction of incorporation) (Commissi |
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| June 17, 2015 |
Albany Molecular Research FORM S-8 As filed with the Securities and Exchange Commission on June 17, 2015 Registration No. |
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| June 5, 2015 |
Exhibit 3.1 CERTIFICATE OF AMENDMENT OF RESTATED CERTIFICATE OF INCORPORATION OF ALBANY MOLECULAR RESEARCH, INC. Pursuant to Sections 228 and 242 of the General Corporation Law of the State of Delaware Albany Molecular Research, Inc. (hereinafter called the ?Corporation?), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, DOES HEREBY |
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| June 5, 2015 |
Albany Molecular Research FORM 8-K (Current Report/Significant Event) 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): June 3, 2015 ALBANY MOLECULAR RESEARCH, INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-35622 14-1742717 (State or other jurisdiction of incorporation) (Commissio |
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| May 8, 2015 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended March 31, 2015 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-3356220 ALBANY MOLECULAR RESE |
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| May 5, 2015 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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): May 5, 2015 ALBANY MOLECULAR RESEARCH, INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-35622 14-1742717 (State or other jurisdiction of incorporation) (Commission |
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| May 5, 2015 |
AMRI Announces First Quarter 2015 Results EX-99.1 2 v409528ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 AMRI Announces First Quarter 2015 Results Albany, NY (May 5, 2015) – AMRI (NASDAQ: AMRI) today reported financial and operating results for the first quarter ended March 31, 2015. Highlights: · First quarter contract revenue of $75.1 million, up 47% from 2014 · First quarter royalties of $6.7 million, down 19% from 2014 · First quarter adjusted |
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| April 28, 2015 |
Albany Molecular Research DEF 14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confide |
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| April 22, 2015 |
April 22, 2015 VIA EDGAR AND FEDERAL EXPRESS United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N. |
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| April 22, 2015 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 1) Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: x Preliminary Proxy Statement ¨ Confid |
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| April 16, 2015 |
AMRI / Albany Molecular Research, Inc. / D AMBRA CONSTANCE M - SC 13G/A Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 6)* ALBANY MOLECULAR RESEARCH, INC. (Name of Issuer) COMMON STOCK, $0.01 PAR VALUE (Title of Class of Securities) 012423109 (CUSIP Number) DECEMBER 31, 2014 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the |
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| April 16, 2015 |
AMRI / Albany Molecular Research, Inc. / D AMBRA THOMAS E - SC 13G/A Passive Investment SC 13G/A 1 v407509sc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 6)* ALBANY MOLECULAR RESEARCH, INC. (Name of Issuer) COMMON STOCK, $0.01 PAR VALUE (Title of Class of Securities) 012423109 (CUSIP Number) DECEMBER 31, 2014 (Date of Event Which Requires Filing of this Statement) Check |
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| April 15, 2015 |
AMRI / Albany Molecular Research, Inc. / CABLE STUART M - SC 13G/A Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 3)* ALBANY MOLECULAR RESEARCH, INC. (Name of Issuer) COMMON STOCK, $0.01 PAR VALUE (Title of Class of Securities) 012423109 (CUSIP Number) DECEMBER 31, 2014 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the |
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| April 15, 2015 |
Albany Molecular Research PRE 14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ? Check the appropriate box: x Preliminary Proxy Statement ? Confide |
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| April 15, 2015 |
EX-99.1 2 v407324ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 MEMBERS OF GROUP Bessemer Trust Company of Delaware N.A. Stuart Cable |
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| April 7, 2015 |
Albany Molecular Research 8-K (Current Report/Significant Event) 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) (Commissi |
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| April 7, 2015 |
AMRI to Close Holywell, U.K. API Manufacturing Facility 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 ( |
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| March 16, 2015 |
Exhibit 10.41 EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (the ?Agreement?) is made this 11th day of February, 2015 (the ?Effective Date?) by and between Albany Molecular Research, Inc., a Delaware corporation (the ?Company?), and Felicia Ladin (the ?Executive?). WHEREAS, the Executive became an officer and key employee of the Company on the Employment Date; and WHEREAS, the parties hereto desi |
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| March 16, 2015 |
EX-10.42 3 v403449ex10-42.htm EXHIBIT 10.42 Exhibit 10.42 SEPARATION AGREEMENT This Separation Agreement (“Separation Agreement”) is made between Michael Nolan (“Executive”) and ALBANY MOLECULAR RESEARCH, INC. (the “Company,” together with Executive, the “Parties”) and is effective as of the 11th day of February, 2015. WHEREAS, Executive is serving as the Company’s Senior Vice President, Chief Fin |
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| March 16, 2015 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2014 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-35622 Albany Molecula |
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| March 16, 2015 |
Albany Molecular Research, Inc. Subsidiaries Exhibit 21.1 Albany Molecular Research, Inc. Subsidiaries Name of Subsidiary State/Country of Incorporation AMRI Bothell Research Center, Inc. Washington, USA AMRI Burlington, Inc. Massachusetts, USA AMRI Rensselaer, Inc. Delaware, USA AMRI SSCI, LLC. Delaware, USA OSO Biopharmaceutials Manfacturing, LLC Delaware, USA Cedarburg Pharmaceuticals, Inc. Delaware, USA INB: Hauser Pharmaceutical Service |
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| February 17, 2015 |
Completion of Acquisition or Disposition of Assets 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 13, 2015 ALBANY MOLECULAR RESEARCH, INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-35622 14-1742717 (State or other jurisdiction of incorporation) (Comm |
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| February 17, 2015 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Amendment No. 1)* Under the Securities Exchange Act of 1934 ALBANY MOLECULAR RESEARCH, INC. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 012423109 (CUSIP Number) December 31, 2014 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to design |
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| February 13, 2015 |
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 11, 2015 ALBANY MOLECULAR RESEARCH, INC. (Exact Name of Registrant as Specified in Charter) Delaware 000-25323 14-1742717 (State or other jurisdiction (Commission (IRS Employ |
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| February 12, 2015 |
Albany Molecular Research SC 13G/A (Passive Acquisition of More Than 5% of Shares) SC 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* Albany Molecular Research, Inc. (Name of Issuer) Common Stock, $0.01 per share (Title of Class of Securities) 012423109 (CUSIP Number) December 31, 2014 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pu |
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| February 12, 2015 |
AMRI Announces Fourth Quarter and Full Year 2014 Results Exhibit 99.1 AMRI Announces Fourth Quarter and Full Year 2014 Results · Fourth quarter contract revenue of $80.7 million, up 35% from 2013 · Full year 2014 contract revenue of $250.7 million, up 19% from 2013 · Fourth quarter adjusted diluted EPS of $0.28 up 33% from $0.21 in 2013, including a $0.03 decrease in EPS from royalties in the current quarter · Full year adjusted diluted EPS of $0.63 com |
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| February 12, 2015 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1 )* Albany Molecular Research, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 012423109 (CUSIP Number) December 31, 2014 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to w |
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| February 12, 2015 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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 12, 2015 ALBANY MOLECULAR RESEARCH, INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-35622 14-1742717 (State or other jurisdiction of incorporation) (Comm |
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| February 5, 2015 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 8)* ALBANY MOLECULAR RESEARCH (Name of Issuer) Common Stock (Title of Class of Securities) 012423109 (CUSIP Number) December 31, 2014 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which th |
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| January 23, 2015 |
AMRI / Albany Molecular Research, Inc. / INTEGRATED CORE STRATEGIES (US) LLC Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (AMENDMENT NO. 1) ALBANY MOLECULAR RESEARCH, INC. (Name of Issuer) COMMON STOCK, PAR VALUE $0.01 PER SHARE (Title of Class of Securities) 012423109 (CUSIP Number) DECEMBER 31, 2014 (Date of event which requires filing of this statement) Check the appropriate box to designa |
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| January 15, 2015 |
EX-99.1 4 v398673ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 AMRI to Acquire Aptuit Drug Product Development and Aseptic Clinical Manufacturing Businesses - Significantly Expands AMRI’s Analytical Services Capabilities and Extends Drug Product Development Services to include Sterile Injectable Formulation Development - Albany, NY (January 9, 2015) – AMRI (NASDAQ: AMRI) today announced that it has acquire |
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| January 15, 2015 |
EX-2.1 2 v398673ex2-1.htm EXHIBIT 2.1 Exhibit 2.1 EXECUTION VERSION ASSET PURCHASE AGREEMENT between APTUIT (west lafayette), LLC, APTUIT, LLC, AMRI AMERICIUM, LLC and ALBANY MOLECULAR RESEARCH, INC. Dated as of January 8, 2015 TABLE OF CONTENTS Page ARTICLE I Purchase and Sale of Transferred Assets SECTION 1.01. Purchase and Sale 1 SECTION 1.02. Transferred Assets and Excluded Assets 1 SECTION 1. |
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| January 15, 2015 |
PURCHASE AGREEMENT APTUIT, LLC ALBANY MOLECULAR LUXEMBOURG S.A R.L. Dated as of January 8, 2015 Exhibit 2.2 EXECUTION VERSION PURCHASE AGREEMENT between APTUIT, LLC and ALBANY MOLECULAR LUXEMBOURG S.A R.L. Dated as of January 8, 2015 TABLE OF CONTENTS Page ARTICLE I Purchase and Sale of the Equity Interests SECTION 1.01. Purchase and Sale 1 ARTICLE II Closing; Purchase Price Adjustment SECTION 2.01. Closing 2 SECTION 2.02. Post-Closing Purchase Price Adjustment 4 ARTICLE III Representations |
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| January 15, 2015 |
AMRI Appoints Felicia Ladin Senior Vice President, Chief Financial Officer and Treasurer Exhibit 99.1 AMRI Appoints Felicia Ladin Senior Vice President, Chief Financial Officer and Treasurer Albany, NY (January 12, 2015) – AMRI (NASDAQ: AMRI) today announced that Michael M. Nolan, senior vice president and chief financial officer, will be departing AMRI. Mr. Nolan will remain with AMRI through February 2015 to support an orderly transition. The company also announced that Felicia Ladi |
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| January 15, 2015 |
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): January 8, 2015 ALBANY MOLECULAR RESEARCH, INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-35622 14-1742717 (State or other jurisdiction (Commission (IRS Employer |
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| January 15, 2015 |
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): January 12, 2015 ALBANY MOLECULAR RESEARCH, INC. (Exact Name of Registrant as Specified in Charter) Delaware 000-25323 14-1742717 (State or other jurisdiction (Commission (IRS Employe |
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| December 30, 2014 |
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): December 23, 2014 ALBANY MOLECULAR RESEARCH, INC. (Exact Name of Registrant as Specified in Charter) Delaware 000-25323 14-1742717 (State or other jurisdiction of incorporation) (Comm |
