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

 

Date of Report (Date of Earliest Event Reported): January 17, 2012

 

METABOLIX, INC.

(Exact Name of Registrant as Specified in Charter)

 

Delaware

 

001-33133

 

04-3158289

(State or Other Jurisdiction
of Incorporation)

 

(Commission File Number)

 

(IRS Employer
Identification No.)

 

21 Erie Street, Cambridge, Massachusetts 02139

(Address of Principal Executive Offices) (Zip Code)

 

Registrant’s telephone number, including area code: (617) 583-1700

 

 

 (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):

 

o            Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o            Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o            Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o            Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 



 

Item 5.02.  Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

On January 17, 2012, the Board of Directors (the “Board”) of Metabolix, Inc. (the “Company”), voted to increase the size of the Board from nine (9) Directors to ten (10) Directors, and the Board appointed Celeste B. Mastin as a Class I Director to fill the newly created vacancy, to serve until the 2013 Annual Meeting of Stockholders and until her successor is duly elected and qualified. Ms. Mastin’s appointment became effective on January 19, 2012.

 

Ms. Mastin will receive the customary compensation paid to the Company’s non-employee directors, which currently consists of an annual retainer of $30,000.  In addition, under the Company’s 2006 Stock Option and Incentive Plan, each non-employee Director, when he or she is first elected to serve as a Director, is granted a fully vested nonqualified stock option to acquire 20,000 shares of stock and, after each annual meeting of stockholders, will automatically be granted an additional non-qualified stock option to acquire 10,000 shares of stock, which will vest one year after the date of grant. All of these stock options will have an exercise price equal to the fair market value of the stock on the date the stock option is granted.

 

Item 7.01.  Regulation FD Disclosure.

 

On January 23, 2012, the Company issued a press release announcing Ms. Mastin’s appointment to the Board.  The full text of this press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

 

The information set forth in this Item 7.01 and Exhibit 99.1 attached hereto is intended to be furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.

 

Item 9.01.  Financial Statements and Exhibits.

 

(d)                                 Exhibits.

 

99.1                                                                           Press Release dated January 23, 2012

 

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SIGNATURE

 

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.

 

 

 

METABOLIX, INC.

 

 

 

 

 

 

 

 

Date:

January 23, 2012

By:

          /s/ Joseph D. Hill

 

 

 

Name: Joseph D. Hill

 

 

 

Title: Chief Financial Officer

 

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EXHIBIT INDEX

 

Exhibit No.

 

Description

 

 

 

99.1

 

Press Release dated January 23, 2012

 

4


 

Exhibit 99.1

 

GRAPHIC

 

Metabolix Appoints Celeste Beeks Mastin to Board of Directors

 

CAMBRIDGE, Mass.— January 23, 2012Metabolix, Inc. (NASDAQ: MBLX), a bioscience company focused on developing clean, sustainable solutions for plastics, chemicals and energy, today announced that it has appointed Celeste Beeks Mastin to its board of directors. Ms. Mastin brings more than 20 years of experience in the global chemicals and performance materials sector to the Company’s board. The appointment is effective as of Thursday, January 19, 2012.

 

Richard P. Eno, president and CEO of Metabolix, commented, “Celeste has an impressive track record of accomplishment in the global chemicals and performance materials sector.  We expect to benefit from her deep operating experience in sales and marketing and proven leadership ability as we develop and implement effective strategies to commercialize our leading-edge technology in both PHA bioplastics and renewable industrial chemicals.”

 

Ms. Mastin recently served as chief executive officer of MMI Products, Inc., where she had profit /loss responsibility for a $750 million building materials company with 18 manufacturing locations and 2,500 employees.  Prior to MMI Products, she spent 17 years in the chemical industry. At Ferro Corporation, she held the role of vice president of Color and Glass Performance Materials, with profit/loss responsibility for a $400 million global business, and the role of vice president of growth and development.  Ms. Mastin started her career in sales at Shell Chemical, where she served five years in sales positions of increasing responsibility.  Her sales experience expanded at Bostik, Inc., where she held European and later global sales management positions, with her career at Bostik culminating in the role of vice president/general manager of Nonwovens, a $200 million global adhesives business.  Ms. Mastin holds a bachelor’s degree in chemical engineering from Washington State University and a master’s degree in business administration from the University of Houston.

 

Ms. Mastin commented, “The increasing demand for bioplastics and renewable chemicals to meet the sustainable needs of businesses and consumers makes this a market poised for growth.  Metabolix’s unique, proprietary technology platforms are among the most advanced in the industry and I am looking forward to joining the company’s board of directors and helping to position Metabolix for commercial success.”

 

About Metabolix

 

Founded in 1992, Metabolix, Inc. is an innovation-driven bioscience company focused on providing sustainable solutions for the world’s needs for plastics, chemicals and energy. The Company is taking a systems approach, from gene to end product, integrating sophisticated biotechnology with advanced industrial practice. Metabolix is developing biosourced industrial chemicals and plastics, as well as a proprietary platform technology for co-producing plastics, chemicals and energy, from crops such as switchgrass, oilseeds and sugarcane.

 

For more information, please visit www.metabolix.com. (MBLX-G)

 



 

Safe Harbor for Forward-Looking Statements

 

This press release contains forward-looking statements which are made pursuant to the safe harbor provisions of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. The forward-looking statements in this release do not constitute guarantees of future performance. Investors are cautioned that statements in this press release which are not strictly historical statements, including, without limitation, statements regarding expectations for commercialization of Metabolix technology and market demand for bioplastics and renewable chemicals, constitute forward-looking statements. Such forward-looking statements are subject to a number of risks and uncertainties that could cause actual results to differ materially from those anticipated and are detailed in Metabolix’s filings with the Securities and Exchange Commission.  Metabolix assumes no obligation to update any forward-looking information contained in this press release or with respect to the announcements described herein.

 

Contacts

 

Media:
Metabolix
Lynne Brum, 617-682-4693
LBrum@metabolix.com
or
Schwartz MSL
Keith Giannini or Jen Barlow, 781-684-0770
metabolix@schwartzmsl.com
or
Investors:
ICR
James Palczynski, 203-682-8229
james.palczynski@icrinc.com

 

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