Securities Registration: Employee Benefit Plan (s-8)
April 18 2018 - 6:06AM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission
on April 17, 2018
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________
Form S-8
REGISTRATION STATEMENT
UNDER THE
SECURITIES ACT OF 1933
________________
Amyris, Inc.
(
Exact name of Registrant as specified in its charter
)
Delaware
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55-0856151
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(State or other jurisdiction of
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(I.R.S. Employer
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incorporation or organization)
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Identification Number)
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Amyris, Inc.
5885 Hollis Street, Suite 100
Emeryville, CA 94608
(510) 450-0761
(Address, including zip code, and telephone number, including
area code, of Registrant’s principal executive offices)
2010 Equity Incentive Plan
2010 Employee Stock Purchase Plan
(Full title of the plans)
John G. Melo
President and Chief Executive Officer
Amyris, Inc.
5885 Hollis Street, Suite 100
Emeryville, CA 94608
(510) 450-0761
(Name, address, including zip code, and telephone number, including
area code, of agent for service)
Please send copies of all communications to:
Gordon K. Davidson, Esq.
Daniel J. Winnike, Esq.
Fenwick & West LLP
Silicon Valley Center
801 California Street
Mountain View, California 94041
(650) 988-8500
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Indicate by check mark whether the registrant is a large accelerated
filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions
of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging
growth company” in Rule 12b-2 of the Exchange Act.
Large Accelerated Filer ☐
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Accelerated
Filer ☐
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Non-accelerated
Filer ☐ (Do not check if a smaller
reporting company)
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Smaller Reporting Company
ý
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Emerging Growth Company☐
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If an emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided
pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
CALCULATION OF REGISTRATION FEE
Title of Each Class of Securities
to be Registered
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Amount to be
Registered(1)
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Proposed Maximum
Offering Price
Per Unit
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Proposed Maximum
Aggregate Offering
Price
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Amount of
Registration
Fee
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Common Stock, $0.0001 par value
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|
|
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-- To be issued under the 2010 Equity Incentive Plan
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2,281,871 (2)
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$6.57 (3)
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$14,991,892.47
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$1,866.49
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-- To be issued under the 2010 Employee Stock Purchase Plan
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365,099 (4)
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$5.58 (5)
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$2,037,252.42
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$253.64
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Total
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2,646,970
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$17,029,144.89
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$2,120.13
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(1)
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Pursuant to Rule 416(a) under the Securities Act of 1933, as amended
(the “
Securities Act
”), this registration statement on Form S-8 (this “
Registration Statement
”)
shall also cover any additional shares of the Registrant’s common stock that become issuable under the Registrant’s
2010 Equity Incentive Plan (the “
2010 EIP
”) or 2010 Employee Stock Purchase Plan (the “
2010
ESPP
”) by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without
the receipt of consideration that increases the number of the Registrant’s outstanding shares of common stock.
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(2)
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Represents an automatic increase in the number of shares available for issuance under the 2010 EIP equal to approximately 5% of 45,637,433 shares, the total issued and outstanding shares of the Registrant’s Common Stock as of December 31, 2017 (as reflected in the records of the Registrant’s stock transfer agent). This automatic increase was effective as of January 1, 2018. Shares available for issuance under the 2010 EIP were previously registered on registration statements on Form S-8 filed with the Securities and Exchange Commission (the “
SEC
”) on October 1, 2010 (Registration No. 333-169715), February 28, 2011 (Registration No. 333-172514), March 9, 2012 (Registration No. 333-180006), March 28, 2013 (Registration No. 333-187598), May 20, 2013 (Registration No. 333-188711), April 14, 2014 (Registration No. 333-195259), April 2, 2015 (Registration No. 333-203213), April 1, 2016 (Registration No. 333-210569) and April 17, 2017 (Registration No. 333-217345).
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(3)
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Estimated solely for the purpose of calculating the registration fee in accordance with Rules 457(c) and (h) under the Securities Act and based upon the average of the high and low prices of the Registrant’s common stock as reported on The NASDAQ Stock Market on April 16, 2018.
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(4)
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Represents an increase in the number of shares available for issuance under the 2010 ESPP equal to approximately 0.8% of 45,637,433 shares, the total issued and outstanding shares of the Registrant’s Common Stock as of December 31, 2017 (as reflected in the records of the Registrant’s stock transfer agent). This increase was effective as of January 1, 2018. Shares available for issuance under the 2010 ESPP were previously registered on registration statements on Form S-8 filed with the SEC on October 1, 2010 (Registration No. 333-169715), February 28, 2011 (Registration No. 333-172514), March 9, 2012 (Registration No. 333-180006), March 28, 2013 (Registration No. 333-187598), April 14, 2014 (Registration No. 333-195259), April 2, 2015 (Registration No. 333-203213) and April 1, 2016 (Registration No. 333-210569).
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(5)
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Estimated solely for the purpose of calculating the registration fee in accordance with Rules 457(c) and (h) under the Securities Act and based upon the average of the high and low prices of the Registrant’s common stock as reported on The NASDAQ Stock Market on April 16, 2018, multiplied by 85%, which is the percentage of the trading price per share applicable to purchases under the 2010 ESPP.
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REGISTRATION OF ADDITIONAL SHARES
PURSUANT TO GENERAL INSTRUCTION E
Pursuant to General Instruction E
of Form S-8, the Registrant is filing this Registration Statement with the SEC to register (1) 2,281,871 additional shares
of common stock available for issuance under the 2010 EIP and (2) 365,099 additional shares of common stock reserved for issuance
under the 2010 ESPP, pursuant to the provisions of those plans providing for an annual increase in the number of shares subject
to such plans equal to the lesser of (i) 5% of the Registrant’s issued and outstanding shares of common stock as of December
31, 2017, in the case of the 2010 EIP, and 1% of the Registrant’s issued and outstanding shares of common stock as of December
31, 2017, in the case of the 2010 ESPP
or
(ii) a number of shares as determined by the Registrant’s Board of
Directors. The Registrant’s Board of Directors has approved an increase in the number of shares available for issuance under
the 2010 EIP of 5% of the Registrant’s issued and outstanding shares of common stock as of December 31, 2017 and an increase
in the number of shares reserved for issuance under the 2010 ESPP of 0.8% of the Registrant’s issued and outstanding shares
of common stock as of December 31, 2017.
This Registration Statement hereby
incorporates by reference the contents of the Registrant’s registration statements on Form S-8 filed with the SEC on
October
1, 2010 (Registration No. 333-169715), February 28, 2011 (Registration No. 333-172514), March 9, 2012 (Registration No. 333-180006),
March 28, 2013 (Registration No. 333-187598), May 20, 2013 (Registration No. 333-188711), April 14, 2014 (Registration No. 333-195259),
April 2, 2015 (Registration No. 333-203213), April 1, 2016 (Registration No. 333-210569) and April 17, 2017 (Registration No. 333-217345)
.
SIGNATURES
Pursuant to the requirements of the Securities
Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing
on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized,
in the City of Emeryville, State of California, on this 17th day of April, 2018.
AMYRIS, INC.
By:
/s/
John
Melo
________________________
John Melo
President and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS
,
that
each person whose signature appears below hereby constitutes and appoints John G. Melo, Kathleen Valiasek and Nicole Kelsey, and
each of them, as his or her true and lawful attorney-in-fact and agent with full power of substitution, for him or her in any and
all capacities, to sign any and all amendments to this registration statement (including post-effective amendments), and to file
the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting
unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary
to be done in connection therewith, as fully for all intents and purposes as he or she might or could do in person, hereby ratifying
and confirming all that said attorney-in-fact and agent, or his or her substitute, may lawfully do or cause to be done by virtue
hereof
.
Pursuant to the requirements
of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the
dates indicated
.
Signature
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Title
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Date
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/s/
John Melo
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Director, President and Chief Executive Officer
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April 17, 2018
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John Melo
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(Principal Executive Officer)
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/s/
Kathleen Valiasek
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Chief Financial Officer
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April 17, 2018
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Kathleen Valiasek
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(Principal Financial Officer)
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/s/
Tina Maloney
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Chief Accounting Officer
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April 17, 2018
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Tina Maloney
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(Principal Accounting Officer)
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/s/
Geoffrey Duyk
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Director
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April 17, 2018
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Geoffrey Duyk
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/s/
John Doerr
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Director
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April 17, 2018
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John Doerr
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/s/
Philip Eykerman
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Director
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April 17, 2018
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Philip Eykerman
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/s/
Christoph Goppelsroeder
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Director
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April 17, 2018
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Christoph Goppelsroeder
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/s/
Carole Piwnica
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Director
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April 17, 2018
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Carole Piwnica
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/s/
Fernando Reinach
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Director
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April 17, 2018
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Fernando Reinach
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/s/
Christophe Vuillez
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Director
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April 17, 2018
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Christophe Vuillez
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/s/
R. Neil Williams
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Director
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April 17, 2018
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R. Neil Williams
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/s/
Patrick Yang
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Director
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April 17, 2018
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Patrick Yang
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Exhibit Index
Exhibit
Number
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Description
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3.01
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Restated Certificate of Incorporation
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3.02
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Certificate of Amendment of the Restated Certificate of Incorporation dated May 9, 2013
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3.03
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Certificate of Amendment of the Restated Certificate of Incorporation dated May 12, 2014
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3.04
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Certificate of Amendment of the Restated Certificate of Incorporation dated September 18, 2015
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3.05
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Certificate of Amendment of the Restated Certificate of Incorporation dated May 18, 2016
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3.06
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Certificate of Amendment of the Restated Certificate of Incorporation dated June 5, 2017
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3.07
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Restated Bylaws
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4.01
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Specimen of Common Stock Certificate
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4.02
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2010 Equity Incentive Plan and forms of award agreements thereunder
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4.03
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2010 Employee Stock Purchase Plan and form of subscription agreement thereunder
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4.04
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Amendment Number One, dated February 16, 2017, to the Amyris, Inc. 2010 Employee Stock Purchase Plan
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4.05
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Amendment Number Two, dated February 9, 2018, to the Amyris, Inc. 2010 Employee Stock Purchase Plan
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5.01
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Opinion of Fenwick & West LLP
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23.01
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Consent of KPMG LLP, Independent Registered Public Accounting Firm
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23.02
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Consent of PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm
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23.03
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Consent of Fenwick & West LLP (included in Exhibit 5.01
)
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24.01
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Power of attorney (included on signature page)
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