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AMRI > SEC Filings for AMRI > Form 8-K/A on 20-Jun-2014All Recent SEC Filings

Show all filings for ALBANY MOLECULAR RESEARCH INC

Form 8-K/A for ALBANY MOLECULAR RESEARCH INC


20-Jun-2014

Completion of Acquisition or Disposition of Assets, Financial Sta


Item 2.01 Completion of Acquisition or Disposition of Assets

On April 7, 2014, Albany Molecular Research, Inc., a Delaware corporation (the "Company" or "Albany Molecular" ) filed a Form 8-K announcing that on April 4, 2014 the Company completed a merger (the "Merger") pursuant to an Agreement and Plan of Merger, dated March 22, 2014 (the "Merger Agreement"), by and among the Company, AlCu Acquisition Corp., a Delaware corporation and wholly-owned subsidiary of the Company ("Merger Sub"), Cedarburg Pharmaceuticals, Inc., a Delaware corporation ("Cedarburg"), and James Gale, solely in his capacity as initial Holder Representative (as defined in the Merger Agreement). The Company announced that upon consummation of the Merger, Merger Sub merged with and into Cedarburg, with Cedarburg continuing as the surviving corporation and a wholly-owned subsidiary of the Company. The Company hereby amends such Form 8-K to provide certain financial statements required by Item 9.01 of Form 8-K with respect to Cedarburg and pro forma condensed combined financial information with respect to the Company's acquisition of Cedarburg.



Item 9.01 Financial Statements and Exhibits

(a) Financial Statements of Business Acquired Audited consolidated financial statements for Cedarburg Pharmaceuticals, Inc. and Subsidiary as of and for the year ended December 31, 2013, which are filed herewith as Exhibit 99.1 and are incorporated in this Item 9.01
(a) by reference.

(b) Pro Forma Condensed Combined Financial Information The unaudited pro forma condensed combined financial statements and related notes thereto of Albany Molecular Research, Inc. as of and for the three months ended March 31, 2014, and for the year ended December 31, 2013, giving effect to the Merger, are filed herewith as Exhibit 99.2 and incorporated in this Item 9.01(b) by reference.

(c) Exhibits.

Exhibit No.    Description

23.1           Consent of Vrakas/Blum S.C., Independent Accountants for Cedarburg
               Pharmaceuticals, Inc.
99.1           Audited consolidated financial statements for Cedarburg
               Pharmaceuticals, Inc. and Subsidiary as of and for the year ended
               December 31, 2013.
99.2           Unaudited pro forma condensed combined financial statements and
               related notes thereto of Albany Molecular Research, Inc. as of and for
               the three months ended March 31, 2014, and for the year ended December
               31, 2013.

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