As filed with the Securities and Exchange Commission on August 8, 2007

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

METABOLIX, INC.

(Exact Name of Registrant as Specified in Its Charter)

Delaware

(State or Other Jurisdiction of Incorporation or Organization)

04-3158289

(I.R.S. Employer Identification No.)

Metabolix, Inc.

21 Erie Street

Cambridge, MA 02139

(Address of Principal Executive Offices) (Zip Code)

2006 Stock Option and Incentive Plan

(Full Title of the Plan)

Jay Kouba

Chief Executive Officer

Metabolix, Inc.

21 Erie Street

Cambridge, MA  02139

(Name and Address of Agent for Service)

(617) 583-1700

Telephone Number, Including Area Code, of Agent For Service.

Copies to:

Robert E. Puopolo, Esq.

Goodwin Procter LLP

Exchange Place

Boston, Massachusetts 02109

(617) 570-1000

CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities To Be Registered				Amount To Be Registered(1)				Proposed Maximum Offering Price Per Share(2)				Proposed Maximum Aggregate Offering Price					Amount of Registration Fee(3)
2006 Stock Option and Incentive Plan				415,013				$21.125				$	8,767,149.62				$269.15
Common Stock, par value $.01 per share

 

(1)             Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), this registration statement shall also cover any additional shares of common stock which become issuable under the above-named plan by reason of any stock dividend, stock split, recapitalization or any other similar transaction effected without the receipt of consideration which results in an increase in the number of outstanding shares of common stock.

(2)             The price of $21.125 per share, which is the average of the high and low price of the Common Stock of the Registrant as reported on the Nasdaq Global Market on August 6, 2007, is set forth solely for purposes of calculating the filing fee pursuant to Rule 457(c) and (h) of the Securities Act and has been used only because these shares are without a fixed price.

(3)             Calculated pursuant to Section 6(b) of the Securities Act.

 

This Registration Statement registers additional securities of the same class as other securities for which registration statement filed on Form S-8 (SEC File No. 333-138631) of the Registrant is effective.  The information contained in the Registrant’s registration statement on Form S-8 (SEC File No. 333-138631) is hereby incorporated by reference pursuant to General Instruction E.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

The following documents filed with the Commission are incorporated by reference in this Registration Statement:

(a)                                  The Registrant’s Annual Report on Form 10-K for the year ended December 31, 2006, filed on March 29, 2007;

(b)                                 All other reports filed pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) since December 31, 2006; and

(c)                                  The section entitled “Description of Registrant’s Securities to be Registered” contained in the Registrant’s Registration Statement on Form 8-A, filed pursuant to Section 12(b) of the Exchange Act, on November 6, 2006, including any amendment or report filed for the purpose of updating such description.

All documents subsequently filed with the Commission by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, on or after the date of this Registration Statement and prior to the filing of a post-effective amendment to this Registration Statement which indicates that all securities offered herein have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be a part thereof from the date of filing of such documents.

Item 8.  Exhibits.

See the Exhibit Index on the page immediately preceding the exhibits for a list of exhibits filed as part of this Registration Statement on Form S-8, which Exhibit Index is incorporated herein by reference.

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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 Cambridge, Commonwealth of Massachusetts, on August 8, 2007.

	METABOLIX, INC.
	By:	/s/ Jay Kouba
		Jay Kouba
		President, Chief Executive Officer and Director

 

POWER OF ATTORNEY AND SIGNATURES

We, the undersigned officers and directors of Metabolix, Inc. (the “Company”), hereby severally constitute and appoint Jay Kouba and Thomas G. Auchincloss, Jr., and each of them singly, our true and lawful attorneys, with full power to them, and to each of them singly, to sign for us and in our names in the capacities indicated below, any and all amendments to this Registration Statement, and all other documents in connection therewith to be filed with the Securities and Exchange Commission, and generally to do all things in our names and on our behalf in such capacities to enable the Company to comply with the provisions of the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission.

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:

/s/ Jay Kouba		Chairman of the Board, President and Chief		August 8, 2007
Jay Kouba		Executive Officer (Principal Executive Officer)
/s/ Thomas G. Auchincloss, Jr.		Vice President and Chief Financial Officer		August 8, 2007
Thomas G. Auchincloss, Jr.		(Principal Financial Officer)
/s/ Aninda Katragadda		Director of Finance and Corporate Controller		August 8, 2007
Aninda Katragadda		(Principal Accounting Officer)

 

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/s/ Edward M. Giles		Director		August 8, 2007
Edward M. Giles
/s/ Peter Kellogg		Director		August 8, 2007
Peter Kellogg
/s/ Jack W. Lasersohn		Director		August 8, 2007
Jack W. Lasersohn
/s/ Edward M. Muller		Director		August 8, 2007
Edward M. Muller
/s/ Oliver P. Peoples		Director		August 8, 2007
Oliver P. Peoples
/s/ Anthony J. Sinskey		Director		August 8, 2007
Dr. Anthony J. Sinskey
/s/ Matthew Strobeck		Director		August 8, 2007
Dr. Matthew Strobeck
/s/ Robert L. Van Nostrand		Director		August 8, 2007
Robert L. Van Nostrand

 

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INDEX TO EXHIBITS

Exhibit No.		Description of Exhibit
5.1		Opinion of Goodwin Procter LLP
23.1		Consent of Goodwin Procter LLP (included in Exhibit 5.1)
23.2		Consent of PricewaterhouseCoopers LLP
24.1		Power of Attorney (included as part of the signature page of this Registration Statement)

 

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Exhibit 5.1

Goodwin Procter LLP Counselors at Law Exchange Place Boston, MA 02109 T: 617.570.1000 F: 617.523.1231

 

August 8, 2007

Metabolix, Inc.
21 Erie Street
Cambridge, Massachusetts  02139

Re:          Securities Being Registered under Registration Statement on Form S-8

Ladies and Gentlemen:

This opinion letter is furnished to you in connection with your filing of a Registration Statement on Form S-8 (the “Registration Statement”) pursuant to the Securities Act of 1933, as amended (the “Securities Act”), on or about the date hereof relating to an aggregate of 415,013 shares (the “Shares”) of Common Stock, $0.01 par value per share, of Metabolix, Inc., a Delaware corporation (the “Company”), that may be issued pursuant to the Company’s 2006 Stock Option and Incentive Plan (the “Plan”).

We have reviewed such documents and made such examination of law as we have deemed appropriate to give the opinions expressed below.  We have relied, without independent verification, on certificates of public officials and, as to matters of fact material to the opinion set forth below, on certificates of officers of the Company.

The opinion expressed below is limited to the Delaware General Corporation Law (which includes applicable provisions of the Delaware Constitution and reported judicial decisions interpreting the Delaware General Corporation Law and the Delaware Constitution).

For purposes of the opinion expressed below, we have assumed that a sufficient number of authorized but unissued shares of the Company’s Common Stock will be available for issuance when the Shares are issued.

Based on the foregoing, we are of the opinion that the Shares have been duly authorized and, upon issuance and delivery against payment therefor in accordance with the terms of the Plan, will be validly issued, fully paid and nonassessable.

We hereby consent to the inclusion of this opinion as Exhibit 5.1 to the Registration Statement.  In giving our consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations thereunder.

	Very truly yours,
	/s/ Goodwin Procter LLP
	GOODWIN PROCTER LLP

 

 

Exhibit 23.2

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated March 29, 2007 relating to the financial statements, which appears in Metabolix Inc.’s Annual Report on Form 10-K for the year ended December 31, 2006.

/s/ PricewaterhouseCoopers LLP
Boston, Massachusetts
August 8, 2007