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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
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SCHEDULE
13D
Under
the Securities Exchange Act of 1934
Metabolix,
Inc.
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(Name
of Issuer)
Common
Stock
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(Title
of Class of Securities)
591018809
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(CUSIP
Number)
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D.
J. Smith
Executive
Vice President, Secretary and General Counsel
Archer-Daniels-Midland
Company
4666
Faries Parkway
P.O.
Box 1470
Decatur,
IL 62525
Telephone:
(217) 424-5200
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(Name,
Address and Telephone Number of Person Authorized to Receive Notices
and
Communications)
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November
15, 2006
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(Date
of Event Which Requires Filing of This Statement)
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If
the
filing person has previously filed a statement on Schedule 13G to report the
acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following
box
o.
Note:
Schedules
filed in paper format shall include a signed original and five copies of the
schedule, including all exhibits. See Rule 13d-7
for
other parties to whom copies are to be sent.
*The
remainder of this cover page shall be filled out for a reporting person’s
initial filing on this form with respect to the subject class of securities,
and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The
information required on the remainder of this cover page shall not be deemed
to
be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934
(“Act”) or otherwise subject to the liabilities of that section of the Act but
shall be subject to all other provisions of the Act (however, see
the
Notes).
SCHEDULE
13D
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CUSIP
No. 591018809
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1
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NAME
OF REPORTING PERSON
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON (Entities Only)
Archer-Daniels-Midland
Company
I.R.S.
Identification No. 41-0129150
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2
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨
(See
Instructions)
(b) ¨
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3
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SEC
USE ONLY
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4
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SOURCE
OF FUNDS (See
Instructions)
WC
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5
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CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT
TO ITEMS 2(d) or 2(e) ¨
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6
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CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
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NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
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7
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SOLE
VOTING POWER
1,216,797
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8
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SHARED
VOTING POWER
0
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9
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SOLE
DISPOSITIVE POWER
1,216,797
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10
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SHARED
DISPOSITIVE POWER
0
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11
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,216,797
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12
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CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
(See
Instructions)
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13
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.27%
based on 19,394,430 shares outstanding
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14
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TYPE
OF REPORTING PERSON (See
Instructions)
CO
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Item
1. Security and Issuer.
This Statement on Schedule 13D relates to the common stock (the “Common
Stock”) of Metabolix, Inc., a Delaware corporation (the “Company”). The
principal executive offices of the Company are at 21 Erie Street, Cambridge,
MA
02139.
Item 2.
Identity and Background.
The person filing this Statement is Archer-Daniels-Midland Company, a Delaware
corporation (“ADM”), 4666 Faries Parkway, P.O. Box 1470, Decatur, Illinois
62525. ADM is one of the world’s largest processors of soybeans, corn, wheat and
cocoa. ADM is also a leader in soy meal and oil, ethanol, high fructose corn
syrup and flour. In addition, ADM produces value-added food and feed
ingredients.
Set forth in Appendix I with respect to each director and executive officer
of
ADM are his or her name, business address and present principal employment
or
occupation and the name and principal business and address of any corporation
or
other organization in which such employment or occupation is carried on. No
other person other than persons listed in Appendix I might be deemed to control
ADM.
During the last five years, neither ADM, nor to the best of ADM’s knowledge, any
person named in Schedule I attached hereto, has been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors) nor have
any
of such persons been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction as a result of which such person
was or is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violation with respect to such
laws.
Each of the directors and executive officers of ADM, except M. Brian Mulroney,
Antonio Maciel Neto, Vikram Luthar, Ismael Roig and Mark Zenuk is a United
States citizen. Messrs. Mulroney and Zenuk are Canadian citizens. Messr. Maciel
is a Brazilian citizen. Messr. Luthar is an Indian citizen. Messr. Roig is
a
Venezuelan citizen.
Item 3.
Source and Amount of Funds or Other Consideration.
On November 15, 2006, concurrent with the Company’s initial public offering, ADM
acquired 535,714 shares of Common Stock from the Company in a private placement
at a price of $14.000 per share. On the same date, 833,333 shares of convertible
preferred stock owned by ADM were converted into 681,083 shares of Common Stock
of the Company. ADM originally acquired the shares of convertible preferred
stock from the Company on January 19, 2006 at a price of $6.00 per share. All
purchases of the Common Stock and convertible preferred stock were made from
ADM’s working capital.
Item 4.
Purpose of Transaction.
ADM holds its shares of the Common Stock of the Company for investment purposes.
ADM may, from time to time, depending on market conditions and other
considerations, purchase additional shares or dispose of some or all of the
shares held by it.
Except as set forth above, ADM has no plans nor proposals which relate to or
would result in any of the actions enumerated in clauses (a)-(j) of Item 4
of
Schedule 13D under the Securities Exchange Act of 1934, as amended.
Item
5. Interest in Securities of the Issuer.
The Company is believed to have 19,394,430 shares of Common Stock outstanding.
ADM beneficially owns 1,216,797 shares of the Common Stock or approximately
6.27% of the outstanding Common Stock and has sole power to vote or to direct
the vote and sole power to dispose of or to direct the disposition of such
shares. ADM does not own or have the right to acquire, directly or indirectly,
any additional shares of Common Stock of the Company. None of ADM’s directors or
executive officers beneficially own any of the Common Stock of the
Company.
Except for the transactions described in Item 3 above, during the past sixty
days there have been no transactions in shares of Common Stock of the Company
by
ADM or by ADM’s directors or executive officers.
Item
6. Contracts, Arrangements, Understandings or Relationships With Respect to
Securities of the Issuer.
The Company has an agreement with ADM Polymer Corporation (“Polymer”), a
subsidiary of ADM, establishing an alliance whereby the Company and Polymer
will
produce PHA
Natural Plastics
(the
“Plastics”), an environmentally sustainable alternative to petrochemical-based
plastics. The arrangement is comprised of two primary agreements: (1) the
Technology Alliance and Option Agreement and (2) the Commercial Alliance
Agreement.
The Technology Alliance and Option Agreement provided Polymer with an option,
exercised by Polymer on July 12, 2006, to enter into a commercial alliance
for
further research, development, manufacture, use and sale of the Plastics. The
Commercial Alliance Agreement establishes the activities and obligations of
the
Company and Polymer by which they will commercialize the Plastics. The
activities include: the establishment of a Joint Sales Company (the “JSC”) to
market and sell the Plastics, the construction of a manufacturing facility
and
the conducting of research, development, manufacturing, sales and marketing
services by the Company and Polymer. The JSC will be a limited liability
company, formed and equally owned by the Company and Polymer to serve as the
entity that establishes and develops the commercial market for the Plastics.
The
Company and Polymer will each have a 50% equity and voting interest in the
JSC.
Although the JSC will be a 50-50 joint venture, Polymer will be advancing a
disproportionate share of the financial capital needed to construct the
manufacturing plant and to fund the activities of the JSC. Consequently, all
profits (after payment of royalties, reimbursements and fees) from the JSC
will
be distributed to Polymer until Polymer’s disproportionate investment in the JSC
has been returned in full. Once Polymer has recouped such amounts, the profits
of the JSC will be distributed equally to the parties.
Item
7. Material to Be Filed as Exhibits.
None.
Signature
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and
correct.
Dated:
November 21, 2006
ARCHER-DANIELS-MIDLAND
COMPANY
/s/
D.
J. Smith
D.
J.
Smith
Executive
Vice President, Secretary and General Counsel
Attention:
Intentional misstatements or omissions of fact
constitute
Federal Criminal violations (See 18 U.S.C. 1001)
Appendix
I
Set
forth
below with respect to each director and executive officer of ADM are his or
her
name and (a) his or her business address (unless another address is set forth,
the business address of each person is 4666 Faries Parkway, P.O. Box 1470,
Decatur, Illinois 62525); (b) his or her present principal employment or
occupation and the name and (if not ADM) principal business of any corporation
or other organization in which such employment or occupation is carried on
and
the address of such corporation or other organization (which, unless another
address is set forth, is the same as the business address set forth for such
person).
DIRECTORS
G.
Allen
Andreas: (a) see above; (b) Chairman of ADM.
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Alan
L. Boeckmann: (a) 6700 Las Colinas Boulevard, Irving, TX 75039; (b)
Chairman and Chief Executive Officer, Fluor
Corporation.
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Mollie
Hale Carter: (a) 2090 S. Ohio, Salina, KS 67401; (b) Chairwoman, Chief Executive
Officer and President, Sunflower Bank and Vice President, Star A,
Inc.
Roger
S.
Joslin: (a) see above; (b) Former Vice Chairman of the Board of State Farm
Mutual Automobile Insurance Company.
Antonio
Maciel Neto: (a) Avenida Tancredo Neves, 274, Bloco B - Sala 121, 41820-020
Salvador, Bahia
Brazil;
(b) Chief Executive Officer of Suzano Papel e Celulose (a Brazilian paper and
pulp company).
Patrick
J.
Moore: (a) 150 N. Michigan Avenue, Chicago, IL 60601; (b) Chairman and Chief
Executive Officer of Smurfit-Stone Container Corporation.
M.
Brian
Mulroney: (a) 1981 McGill College Avenue, Suite 1100, Montreal, Quebec, Canada
H3A 3C1; (b) Senior Partner, Ogilvy Renault.
Thomas
F.
O’Neill: (a) 181 W. Madison Street, 35th Floor, Chicago, IL 60602; (b)
Principal, Sandler O’Neill & Partners, L.P.
O.
Glenn
Webb: (a) P.O. Box 2500, Bloomington, IL 61702; (b) Retired Chairman of the
Board and President, GROWMARK, Inc.
Kelvin
R.
Westbrook: (a) 120 S. Central Ave., Suite 150, Clayton, MO 63105; (b) President
and Chief Executive Officer, Millennium Digital Media, L.L.C.
Patricia
A. Woertz: (a) see above; (b) President and Chief Executive Officer of
ADM.
OTHER
EXECUTIVE OFFICERS
David
J.
Smith: (a) see above; (b) Executive Vice President, Secretary and General
Counsel.
William
H.
Camp: (a) see above; (b) Executive Vice President (Global
Processing).
John
D.
Rice: (a) see above; (b) Executive Vice President (Global Marketing and Risk
Management).
Lewis
W.
Batchelder: (a) see above; (b) Senior Vice President (Agricultural
Services).
Michael
D’Ambrose: (a) see above; (b) Senior Vice President (Human
Resources).
Edward
A.
Harjehausen: (a) see above; (b) Senior Vice President (Food and Feed
Ingredients).
Brian
F.
Peterson: (a) see above; (b) Senior Vice President (Corporate
Affairs).
Douglas
J.
Schmalz: (a) see above; (b) Senior Vice President and Chief Financial
Officer.
Margaret
M. Loebl: (a) see above; (b) Group Vice President (Finance).
Steven
R.
Mills: (a) see above; (b) Group Vice President and Controller.
Raymond
V.
Preiksaitis: (a) see above; (b) Group Vice President (Information
Technologies).
Vikram
Luthar: (a) see above; (b) Vice President-Treasurer.
Mark
Bemis: (a) see above; (b) Vice President (Cocoa Operations).
J.
Kevin
Burgard: (a) see above; (b) Vice President (Specialty Food
Ingredients).
Mark
J.
Cheviron: (a) see above; (b) Vice President (Security and Corporate
Services).
Craig
A.
Fischer: (a) see above; (b) Vice President (Wheat Processing).
Dennis
C.
Garceau: (a) see above; (b) Vice President (Manufacturing and Technical
Services).
Shannon
Herzfeld: (a) see above; (b) Vice President (Government Relations).
Craig
E.
Huss: (a) see above; (b) Vice President (Transportation and
Logistics).
Matthew
J.
Jansen: (a) see above; (b) Vice President (Grain Group).
Michael
Lusk: (a) see above; (b) Vice President (Insurance and Risk
Management).
Randy
Moon: (a) see above; (b) Vice President (Human Resources).
Dennis
Riddle: (a) see above; (b) Vice President (Corn Processing).
Kenneth
A.
Robinson: (a) see above; (b) Vice President (Commodity Risk Management).
Ismael
Roig: (a) see above; (b) Vice President (Planning and Business
Development).
Scott
A.
Roney: (a) see above; (b) Vice President (Compliance and Ethics).
A.
James
Shafter: (a) see above; (b) Vice President and Assistant General
Counsel.
Stephen
Yu: (a) see above; (b) Vice President (Asia-Pacific Operations).
Mark
Zenuk: (a) see above; (b) Vice President (European Operations).