**UNITED STATESSECURITIES AND EXCHANGE COMMISSION**

**Washington,D.C. 20549**

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**FORM 10-K/A**

**(AmendmentNo. 1)**

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| **(Mark One)** | ** **                                                                                                             |
|----------------|------------------------------------------------------------------------------------------------------------------------|
| **x**          | **ANNUAL REPORT PURSUANT TO SECTION 13  OR 15() OF THE**

**SECURITIES EXCHANGE ACT OF 1934** |

 

**Forthe fiscal year ended December 31, 2005**

**or**

| **o** | **TRANSITION REPORT PURSUANT TO SECTION 13  OR 15() OF THE SECURITIES EXCHANGE ACT OF 1934** |
|-------|-----------------------------------------------------------------------------------------------------------------------|

 

**Forthe transition period from                 to**

**Commissionfile number 0-25323**

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**Albany Molecular Research, Inc.**

(Exact name of registrantas specified in its charter)
| **Delaware**                                  | **14-1742717**       |
|-----------------------------------------------|----------------------|
| (State or Other  Jurisdiction of              | (IRS Employer        |
| Incorporation or  Organization)               | Identification  No.) |
| **21 Corporate Circle, P.O. Box 15098,** | ** **           |
| **Albany,  New York**                         | **12212-5098**       |
| (Address of  principal executive offices)     | (zip code)           |

 

**(518) 464-0279**

(Registrant’s telephonenumber, including area code)

Securities registered pursuant to Section 12(b) ofthe Act:

**None**

Securities registered pursuant to Section 12(g) ofthe Act:

**Common Stock, par value$.01 per share**

**Preferred Stock PurchaseRights**

(Title of Each Class)

Indicate by check mark ifthe registrant is a well-known seasoned issuer, as defined in Rule 405 ofthe Securities Act. Yes  o   No  x

Indicate by check mark ifthe registrant is not required to file reports pursuant to Section 13 or Section 15(d) ofthe Act. Yes   o   No  x

Indicate by check markwhether the registrant (1) has filed all reports required to be filed by Section 13or 15(d) of the Securities Exchange Act of 1934 during the preceding 12months (or for such shorter period that the registrant was required to filesuch reports), and (2) has been subject to such filing requirements forthe past 90 days.  Yes  x    No  o

Indicate by check mark ifdisclosure of delinquent filers pursuant to Item 405 of Regulation S-K is notcontained herein, and will not be contained, to the best of registrant’sknowledge, in definitive proxy or information statements incorporated byreference in Part III of this Form 10-K or any amendment tothis Form 10-K. x

Indicate by check markwhether the registrant is a large accelerated filer, an accelerated filer or anon-accelerated filer. See definitions of  “accelerated filer and large accelerated filer”in  12b-2 of the Exchange Act
| o Large  accelerated filer | x Accelerated  filer | o Non-accelerated  filer |
|---------------------------------|---------------------------|-------------------------------|

 

Indicate by checkmarkwhether the registrant is a shell company (as defined in Rule 12b-2of the Act). Yes  o    No  x

The aggregate marketvalue of the Registrant’s Common Stock held by non-affiliates of the Registranton June 30, 2005 was approximately $304 million based upon the closingprice per share of the Registrant’s Common Stock as reported on the NasdaqNational Market on June 30, 2005. Shares of Common Stock held by eachofficer and director and by each person who owns 10% or more of the outstandingCommon Stock have been excluded in that such persons may be deemed to beaffiliates. This determination of affiliate status is not necessarily aconclusive determination for other purposes. As of February 17, 2006,there were 32,406,859 outstanding shares of the Registrant’s Common Stock.

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**DOCUMENTSINCORPORATED BY REFERENCE**

The information required pursuant to Part III ofthis report is incorporated by reference from the Company’s definitive proxystatement, relating to the annual meeting of stockholders to be held in on June 1,2006, pursuant to Regulation 14A to be filed with the Securities and ExchangeCommission.

 

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**EXPLANATORY NOTE**

Albany Molecular Research, Inc. (the “Company”)is filing this Amendment No. 1 on Form 10-K/A to the Company’sAnnual Report on Form 10-K for the fiscal year ended December 31,2005, which was filed with the Securities and Exchange Commission on March 16,2006 (the “Original Filing”), to correct a typographical error in the numbersfor weighted average common shares outstanding, basic, and weighted averagecommon shares outstanding, diluted, in the 2005 column of the table in Item 6of Part II of the Original Filing.

Pursuant to Rule 12b-15 under theSecurities Exchange Act of 1934, as amended, the complete text of Item 6of Part II, as amended, is set forth below. The remainder of the OriginalFiling is unchanged and is not reproduced in this Amendment No. 1. ThisAmendment No. 1 speaks as of the filing date of the Original Filing andreflects only the changes discussed above. No other information included in theOriginal Filing, including the Company’s financial statements and the footnotesthereto, has been modified or updated in any way. This Amendment No. 1does not reflect events occurring after the date of the Original Filing.

The following items have been amended as a result ofthe correction described above:

·     Part II — Item 6 — Selected FinancialData. 

·     Part IV — Item 15(a)(3) —Exhibits and Financial Statement Schedules. 

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**PART II**

**ITEM 6.**                    SELECTEDFINANCIAL DATA.

The selected financial data shown below for the fiscalyears ended December 31, 2005, 2004, and 2003 and as of December 31, 2005 and2004, have been derived from our audited consolidated financial statementsincluded in this Form 10-K. The selected financial data set forthbelow for the fiscal years ended December 31, 2002 and 2001 and as of December 31,2003, 2002 and 2001 have been derived from our audited consolidated financialstatements for those years, which are not included in this Form 10-K.All share and per share amounts have been adjusted for stock splits. Theinformation should be read in conjunction with the Company’s auditedconsolidated financial statements and related notes and other financialinformation included herein, including Item 7, “Management’s Discussion andAnalysis of Financial Condition and Results of Operations”.
| ** **                                           | ** ** | **As of and for the Year Ending December 31,** | ** ** |
|------------------------------------------------------|------------|----------------------------------------------------------------------------------------|------------|
| ** **                                           | ** ** | **2005**                                                                               | ** ** | **2004** | ** ** | **2003** | ** ** | **2002** | ** ** | **2001** | ** ** |
| ** **                                           | ** ** | **(in thousands, except per share data)**                     | ** ** |
| **Consolidated Statements of Income Data:**          | ** ** | ** **                                                                             | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** |
| Contract revenue                                     |       | $                                                                                      | 136,988    |   | $ | 121,554 |   | $ | 144,667 |   | $ | 71,688 |   | $ | 60,334 |   |
| Recurring royalties                                  |       | 46,918                                                                                 |       | 47,973 |   | 51,682 |   | 51,139 |   | 41,675 |   |
| Total revenue                                        |       | 183,906                                                                                |       | 169,527 |   | 196,349 |   | 122,827 |   | 102,009 |   |
| Cost of contract revenue                             |       | 112,642                                                                                |       | 96,932 |   | 101,753 |   | 41,313 |   | 34,946 |   |
| Write-down of library inventories                    |       | 2,063                                                                                  |       | 5,974 |   | — |   | — |   | — |   |
| Total cost of contract  revenue                      |       | 114,705                                                                                |       | 102,906 |   | 101,753 |   | 41,313 |   | 34,946 |   |
| Technology incentive award                           |       | 4,695                                                                                  |       | 4,789 |   | 5,183 |   | 5,107 |   | 4,165 |   |
| Research and development                             |       | 14,468                                                                                 |       | 23,887 |   | 22,466 |   | 7,096 |   | 4,290 |   |
| Selling, general and administrative                  |       | 26,494                                                                                 |       | 22,812 |   | 20,318 |   | 12,897 |   | 12,194 |   |
| Property and equipment impairment                    |       | —                                                                                 |       | 4,728 |   | — |   | — |   | — |   |
| Goodwill impairment                                  |       | —                                                                                 |       | 14,494 |   | — |   | — |   | — |   |
| Intangible asset impairment                          |       | —                                                                                 |       | 3,541 |   | — |   | — |   | — |   |
| Restructuring charge                                 |       | —                                                                                 |       | 1,184 |   | — |   | — |   | — |   |
| Total costs and expenses                             |       | 160,362                                                                                |       | 178,341 |   | 149,720 |   | 66,413 |   | 55,595 |   |
| Income (loss) from operations                        |       | 23,544                                                                                 |       | (8,814 | ) | 46,629 |   | 56,414 |   | 46,414 |   |
| Equity in (loss) income of unconsolidated affiliates |       | —                                                                                 |       | (65 | ) | (372 | ) | 2,795 |   | 1,130 |   |
| Interest income, net                                 |       | 1,787                                                                                  |       | 317 |   | 785 |   | 3,108 |   | 6,650 |   |
| Minority interest in consolidated subsidiaries       |       | —                                                                                 |       | — |   | 133 |   | — |   | — |   |
| Loss on equity investment                            |       | —                                                                                 |       | (1,274 | ) | — |   | — |   | — |   |
| Other (loss) income, net                             |       | (185                                                                                   | )          | (18 | ) | 403 |   | 93 |   | 127 |   |
| Income (loss) before income tax expense              |       | 25,146                                                                                 |       | (9,854 | ) | 47,578 |   | 62,410 |   | 54,321 |   |
| Income tax expense                                   |       | 8,825                                                                                  |       | 1,837 |   | 16,714 |   | 22,686 |   | 19,707 |   |
| Net income (loss)                                    |       | $                                                                                      | 16,321     |   | $ | (11,691 | ) | $ | 30,864 |   | $ | 39,724 |   | $ | 34,614 |   |
| Basic earnings (loss) per share                      |       | $                                                                                      | 0.51       |   | $ | (0.37 | ) | $ | 0.97 |   | $ | 1.22 |   | $ | 1.05 |   |
| Diluted earnings (loss) per share                    |       | $                                                                                      | 0.50       |   | $ | (0.37 | ) | $ | 0.95 |   | $ | 1.19 |   | $ | 1.01 |   |
| Weighted average common shares outstanding, basic    |       | 32,044                                                                                 |       | 31,627 |   | 31,880 |   | 32,632 |   | 33,065 |   |
| Weighted average common shares outstanding, diluted  |       | 32,334                                                                                 |       | 31,627 |   | 32,366 |   | 33,309 |   | 34,154 |   |
| **Consolidated Balance Sheet Data:**                 | ** ** | ** **                                                                             | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** |
| Cash, cash equivalents and investment securities     |       | $                                                                                      | 127,910    |   | $ | 133,749 |   | $ | 124,628 |   | $ | 129,537 |   | $ | 135,865 |   |
| Property and equipment, net                          |       | 151,078                                                                                |       | 145,753 |   | 146,639 |   | 72,518 |   | 59,756 |   |
| Working capital                                      |       | 158,837                                                                                |       | 179,765 |   | 174,609 |   | 163,133 |   | 155,276 |   |
| Total assets                                         |       | 379,182                                                                                |       | 376,892 |   | 390,945 |   | 302,736 |   | 284,059 |   |
| Long-term debt, excluding current installments       |       | 18,521                                                                                 |       | 48,603 |   | 53,129 |   | 5,281 |   | 5,930 |   |
| Total stockholders’ equity                      |       | 313,061                                                                                |       | 295,476 |   | 301,935 |   | 282,147 |   | 263,761 |   |
| **Other Consolidated Data:**                         | ** ** | ** **                                                                             | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** |
| Capital expenditures                                 |       | $                                                                                      | 19,166     |   | $ | 23,716 |   | $ | 30,554 |   | $ | 17,387 |   | $ | 21,155 |   |

 

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**PART IV**

**ITEM 15.**             EXHIBITS ANDFINANCIAL STATEMENT SCHEDULES

(a) (3)                      Exhibits

**EXHIBIT INDEX**
| Exhibit  No. | ** ** | **Description**                                  |
|--------------|------------|--------------------------------------------------|
| 31.1         |       | Rule 13a-14(a)/15d-14(a) certification |
| 31.2         |       | Rule 13a-14(a)/15d-14(a) certification |
| 32.1         |       | Section 1350 certification                  |
| 32.2         |       | Section 1350 certification                  |

 

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**SIGNATURES**

Pursuant to therequirements of Section 13 or 15(d) of the Securities Exchange Act of1934, the registrant has duly caused this report to be signed on its behalf bythe undersigned, thereunto duly authorized.
| Dated: May 9, 2006 |     | ALBANY MOLECULAR  RESEARCH, INC.                                     |
|-------------------------|----------|---------------------------------------------------------------------------|
|                    | By:      | /s/  THOMAS E. D’AMBRA                                               |
|                    |     | Thomas E.  D’Ambra, Ph.D.                                            |
|                    | * * | *Chairman  of the Board, President, Chief Executive Officer and Director* |

** **

**POWER OF ATTORNEYAND SIGNATURES**

We, the undersigned officers and directors of AlbanyMolecular Research, Inc., hereby severally constitute and appoint ThomasE. D’Ambra, Ph.D., Chairman of the Board, President, Chief Executive Officerand Director of the Registrant, and Mark T. Frost, Chief Financial Officer,Treasurer and Secretary of the Registrant, and each of them singly, our trueand lawful attorneys, with full power to them and each of them singly, to signfor us our names and on our behalf in such capacities to enable AlbanyMolecular Research, Inc. to comply with the provisions of the SecuritiesExchange Act of 1934, as amended, and all requirements of the Securities andExchange Commission.

Pursuant to therequirements of the Securities Exchange Act of 1934, this report has beensigned below by the following persons on behalf of the registrant and in thecapacities and on the dates indicated.
| Signature                     | ** ** | **Title**                                           | ** ** | **Date**         |
|-------------------------------|------------|-----------------------------------------------------|------------|------------------|
| /s/ THOMAS E. D’AMBRA    |       | Chairman of the  Board, President, Chief Executive  |       | May 9, 2006 |
| Thomas E. D’Ambra, Ph.D. |       | Officer and Director  (Principal Executive Officer) |       |             |
| /s/ MARK T. FROST             |       | Chief Financial  Officer, Treasurer and Secretary   |       | May 9, 2006 |
| Mark T. Frost                 |       | (Principal Financial  and Accounting Officer)       |       |             |
| /s/ PAUL S. ANDERSON          |       | Director                                            |       | May 9, 2006 |
| Paul S. Anderson, Ph.D.       |       |                                                |       |             |
| /s/ FRANK W. HAYDU            |       | Director                                            |       | May 9, 2006 |
| Frank W. Haydu, III      |       |                                                |       |             |
| /s/ DONALD E. KUHLA           |       | Director                                            |       | May 9, 2006 |
| Donald E. Kuhla, Ph.D.        |       |                                                |       |             |
| /s/ KEVIN O’CONNOR       |       | Director                                            |       | May 9, 2006 |
| Kevin O’Connor           |       |                                                |       |             |
| /s/ ARTHUR J. ROTH            |       | Director                                            |       | May 9, 2006 |
| Arthur J. Roth                |       |                                                |       |             |
| /s/ ANTHONY P. TARTAGLIA      |       | Director                                            |       | May 9, 2006 |
| Anthony P. Tartaglia, M.D.    |       |                                                |       |             |

 

 

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