Current Report Filing (8-k)
April 01 2014 - 4:53PM
Edgar (US Regulatory)
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
April 1, 2014
Date
of report (Date of earliest event reported)
SOLAZYME,
INC.
(Exact name of registrant as specified in its charter)
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Delaware |
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001-35189 |
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33-1077078 |
(State or Other Jurisdiction
of Incorporation) |
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(Commission
File Number) |
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(I.R.S. Employer
Identification Number) |
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225 Gateway Boulevard
South San Francisco, CA 94080 |
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94080 |
(Address of Principal Executive Offices) |
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(Zip Code) |
(650) 780-4777
(Registrants Telephone Number, Including Area Code)
Not Applicable
(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 obligations of the registrant under any of the
following provisions (see General Instruction A.2 below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 1.01 |
Entry Into a Material Definitive Agreement. |
Issuance of $149.5 million of
Convertible Senior Subordinated Notes and 5,750,000 shares of Common Stock
On April 1, 2014, Solazyme, Inc. (the
Company) closed the sale of $149.5 million aggregate principal amount of 5.00% Convertible Senior Subordinated Notes due 2019 (the Notes) to the underwriter of the Notes and 5,750,000 shares (the Shares and,
together with the Notes, the Securities) of its common stock, par value $0.001 per share (the Common Stock) to the underwriters of the Shares, in each case pursuant to separate underwriting agreements between the Company and
the respective underwriters. The underwriting agreements were filed as Exhibits 99.1 and 99.2 to the Companys Current Report on Form 8-K filed on March 27, 2014.
The Securities are being offered and sold to investors in separate registered underwritten public offerings pursuant to the Companys
shelf registration statement on Form S-3 (File No. 333-194808), which became effective upon filing with the Securities and Exchange Commission (the SEC) on March 25, 2014, the preliminary prospectuses relating to the offerings
included therein, the Companys registration statement on Form S-3 pursuant to Rule 462(b) (File No. 333-194834), which became effective upon filing with the SEC on March 26, 2014, a free writing prospectus dated March 26, 2014
containing the final terms of the Securities and final prospectuses relating to the offerings dated March 26, 2014.
Indenture
The Notes were issued pursuant to an Indenture dated as of April 1, 2014 between the Company and Wells Fargo Bank, National
Association, as trustee (the Indenture).
The Notes bear interest at a fixed rate of 5.00% per year, payable semiannually
in arrears on April 1 and October 1 of each year, beginning on October 1, 2014. Upon conversion of the Notes, holders will receive shares of the Companys Common Stock, and, for certain conversions prior to January 1, 2018,
an early conversion payment as described below. The Notes will mature on October 1, 2019, unless earlier repurchased or converted. The Company may not redeem the Notes prior to maturity.
Holders may convert their Notes into shares of Common Stock at their option on any day to and including the scheduled trading day prior to the
maturity date. The Notes will initially be convertible at a conversion rate of 75.7576 shares of Common Stock per $1,000 principal amount of Notes (equivalent to an initial conversion price of $13.20 per share of Common Stock), subject to adjustment
upon the occurrence of certain events. With respect to any conversion prior to January 1, 2018 (other than conversions in connection with certain fundamental changes where the Company may be required to increase the conversion rate as described
below), in addition to the shares deliverable upon conversion, holders are entitled to receive an early conversion payment equal to $83.33 per $1,000 principal amount of Notes surrendered for conversion that may be settled, at the Companys
election, in cash or shares of Common Stock.
If the Company undergoes a fundamental change (as defined in the Indenture), holders may
require the Company to repurchase for cash all or part of their Notes at a purchase price equal to 100% of the principal amount of the Notes to be repurchased, plus accrued and unpaid interest to, but excluding, the fundamental change repurchase
date. In addition, if certain fundamental changes occur, the Company may be required in certain circumstances to increase the conversion rate for any Notes converted in connection with such fundamental changes by a specified number of shares of
Common Stock as set forth in the Indenture.
The Notes are the Companys general unsecured obligations and will be subordinated in
right of payment to senior debt (as defined in the Indenture). The Notes will be equal or senior in right of payment to any of the Companys indebtedness other than senior debt. The Notes will effectively rank junior in right of payment to any
of the Companys secured indebtedness to the extent of the value of the assets securing such indebtedness and be structurally junior to all indebtedness and other liabilities of the Companys subsidiaries, including trade payables.
The Indenture provides for customary events of default, including cross acceleration to certain other indebtedness of the Company and its
significant subsidiaries.
The description of the Indenture and the Notes above is qualified in its entirety by reference to
the text of the Indenture, a copy of which is attached as Exhibit 4.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 9.01 |
Financial Statements and Exhibits |
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Exhibit No. |
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Description |
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4.1 |
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Indenture dated as of April 1, 2014 by and between Solazyme, Inc. and Wells Fargo Bank, National Association, as trustee. |
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4.2 |
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Form of 5.00% Convertible Senior Subordinate Note due 2019 (included in Exhibit 4.1). |
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5.1 |
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Opinion of Davis Polk & Wardwell LLP |
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23.1 |
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Consent of Davis Polk & Wardwell LLP (included in Exhibit 5.1) |
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to
be signed on its behalf by the undersigned, hereunto duly authorized.
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SOLAZYME, INC. |
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(Registrant) |
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Date: April 1, 2014 |
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By: |
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/s/ PAUL T. QUINLAN |
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Paul T. Quinlan |
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General Counsel and Secretary |
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EXHIBIT INDEX
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Exhibit No. |
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Description |
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4.1 |
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Indenture dated as of April 1, 2014 by and between Solazyme, Inc. and Wells Fargo Bank, National Association, as trustee. |
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4.2 |
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Form of 5.00% Convertible Senior Subordinate Note due 2019 (included in Exhibit 4.1). |
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5.1 |
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Opinion of Davis Polk & Wardwell LLP |
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23.1 |
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Consent of Davis Polk & Wardwell LLP (included in Exhibit 5.1) |
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