SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 29, 2012
ALBANY MOLECULAR RESEARCH, INC.
(Exact Name of Registrant as Specified in Charter)
(State or other jurisdiction
|21 Corporate Circle, P.O. Box 15098, Albany, NY
|(Address of principal executive offices)
Registrant’s telephone number, including
area code: (518) 512-2000
(Former name or former address, if changed since last report)
Check the appropriate box below if the
Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions
( see General Instruction A.2. below) :
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 2.05 Costs Associated with Exit or
On November 29, 2012, Albany
Molecular Research, Inc. (the “Company”) approved a restructuring plan related to its operations in Bothell, Washington.
As a result
of shifting market preferences related to integrated drug discovery activities, the Company will further optimize its location
footprint by closing its Bothell, WA site. The site’s biology
capabilities will transition to the Company’s fully integrated discovery location in Singapore and certain analytical capabilities
will consolidate into the Company’s analytical quality group in Albany, N.Y.
In connection with the restructuring plan,
the Company expects to cease all operations at its Bothell facility effective March 31, 2013. The Bothell facility currently has
As a result of the restructuring, the Company
will be terminating the lease of its Bothell facility which will result in a reduction in annual operating expenses related to
this facility. The Company expects that these cost reduction initiatives will result in annual savings of approximately
$2.0 million which will begin to be recognized in the second quarter of 2013.
In connection with these actions, the Company
expects to incur pre-tax charges of approximately $11 million which includes a $4.5 - $5.0 million non-cash fixed asset impairment.
Cash charges will consist of $4.0 - $4.5 million for estimated lease obligations to be paid ratably over 24 months commencing in
Q2 2013 and approximately $2.0 - $2.5 million for employee and other related costs to be paid during the first half of 2013. The
Company expects the majority of these charges to be recorded in the fourth quarter of 2012 and in the first quarter of 2013.
Item 7.01 Regulation FD Disclosure
On November 30, 2012, the Company issued a press release announcing
its restructuring plan. A copy of the press release is attached hereto and furnished herewith as Exhibit 99.1.
Item 9.01 Financial Statements
||Press release dated November 30, 2012|
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
|Date: November 30, 2012
||ALBANY MOLECULAR RESEARCH, INC.|
||/s/ Michael M. Nolan|
||Name: Michael M. Nolan|
Title: Vice President, Chief Financial Officer
||Description of Exhibit|
||Press Release dated November 30, 2012|