Current Report Filing (8-k)
June 20 2014 - 6:07AM
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
June 19, 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 3.02. Unregistered Sales of Equity Securities
On June 19, 2014, Solazyme, Inc. (the Company) entered into note exchange agreements (the Exchange Agreements) with certain
holders (the Holders) of the Companys 6.00% Convertible Senior Subordinated Notes due 2018 (the Notes) pursuant to which such Holders agreed to exchange (the Exchange) approximately $17.5 million in
aggregate principal amount of their Notes, together with accrued interest thereon through the settlement date of the Exchange, with the Company for (i) 1,765,314 shares of the Companys common stock, par value $0.001 per share (the
Common Stock) plus (ii) a number of shares of Common Stock (the Additional Shares) equal to approximately $7.6 million, as determined in accordance with formulas set forth in the Exchange Agreements, which are based on
the volume-weighted average price per share of the Common Stock over specified averaging periods. In certain limited circumstances, the Company may be required to pay cash in lieu of a portion of the Additional Shares. The settlement of the Exchange
is expected to occur on June 30, 2014, subject to customary closing conditions.
The issuance of the Common Stock is being made in reliance on the
exemption from registration contained in Section 3(a)(9) of the Securities Act of 1933, as amended.
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: June 20, 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 |