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)  February 25, 2008

 

METABOLIX, INC.

(Exact Name of Registrant as Specified in Its Charter)

 

 

 

 

 

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 1.01   Entry into a Material Definitive Agreement

 

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

 

On February 25, 2008, Metabolix, Inc. announced that Richard P. Eno has been appointed the Company’s President and Chief Executive Officer effective March 17, 2008.  Mr. Eno is replacing Jay Kouba, Ph.D., who has served as the Company’s Chairman, President and Chief Executive Officer, since May 3, 2007.  Dr. Kouba will remain the Company’s Chairman of the Board.

 

Mr. Eno, age 47, has more than twenty five years of professional experience in the chemicals and energy sectors. Most recently, since 2002, Mr. Eno served as Vice President, Leader Global Oil & Gas Sector at CRA International (formerly known as Charles River Associates).  Prior to joining CRA, he was at Arthur D. Little (ADL) from 1990 to 2002, and became a Vice President in its Chemicals Practice. He was elected to lead ADL’s Chemical and Energy Vertical consulting activities, marketing and positioning it for its eventual sale to CRA International in 2002.  Before ADL, he had seven years experience in a variety of roles in research, operations and project management for Chevron Corporation.  Mr. Eno holds a Bachelor of Science Degree in Chemical Engineering from Cornell University, a Masters in Business Administration from the University of Houston and is a Chartered Financial Analyst.

 

On February 20, 2008, the Company entered into a three-year employment agreement with Mr. Eno, under which Mr. Eno will receive a base salary of $300,000 per year.  Mr. Eno will be eligible to receive a performance bonus of up to 150% of his base salary, depending on the Compensation Committee’s assessment of achievement of individual and Company goals, with a target of 70% of base salary if performance goals are met. Mr. Eno will be granted a stock option for the purchase of 100,000 shares of the Company’s common stock at the commencement of his employment.  Six months after the commencement of his employment Mr. Eno will be granted another option for 50,000 shares. One year after commencement of his employment, if his performance goals are met, Mr. Eno will be granted another stock option for an additional 50,000 shares.  Each option will have an exercise price equal to the fair market value per share of the Company’s common stock at the date of grant and will vest in equal quarterly installments over a period of four years from the grant date.

 

If during the term of the agreement Mr. Eno’s employment is terminated without cause or he terminates his employment for good reason (as defined in the agreement) Mr. Eno will be entitled to severance of 12 months base salary and payment of COBRA premiums, provided that he signs and does not revoke a general release.  If within six months after the expiration of the agreement Mr. Eno’s employment is terminated without cause or he terminates his employment for good reason, Mr. Eno will be entitled to severance of six months base salary and payment of COBRA premiums, provided that he signs and does not revoke a general release. The agreement also provides that if Mr. Eno’s employment is terminated after a change of control of the Company, then in addition to the severance benefit, the vesting of all unvested equity will be accelerated.  Mr. Eno has also entered an Employee Noncompetition, Confidentiality and Inventions Agreement.

 

Other than the Employment Agreement and the Employee Noncompetition, Confidentiality and Inventions Agreement which the Company entered into with Mr. Eno, there is no arrangement or understanding pursuant to which Mr. Eno was selected as President and Chief Executive Officer and there are no family relationships between Mr. Eno and the other directors or executive officers of the Company. Since the beginning of the Company’s last fiscal year Mr. Eno has not had any transactions or currently proposed transactions in which Mr. Eno was or is to be a participant in amounts greater than $120,000 and in which any related person had or will have a direct or indirect material interest.

 

A press release issued by the Company on February 25, 2008 regarding the foregoing is attached hereto as Exhibit 99.1.

 

 

2

 

The Employment Agreement and the Employee Noncompetition, Confidentiality and Inventions Agreement are expected to be filed as exhibits to the Company’s annual report on Form 10-K.

 

Item 9.01   Financial Statements and Exhibits

 

(d) Exhibits

 

Exhibit No.		Description
99.1		Press Release, dated February 25, 2008

 

 

3

 

SIGNATURES

 

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  February 25, 2008	By:	/s/ Jay Kouba
		Jay Kouba
		Chairman of the Board, President and Chief Executive Officer

 

4

 

EXHIBIT INDEX

 

Exhibit No.		Description
99.1		Press Release, dated February 25, 2008

 

 

5

 

Exhibit 99.1

 

 

Metabolix Names Richard P. Eno President and Chief Executive Officer

Dr. Jay Kouba to Remain Chairman of the Board

 

CAMBRIDGE, Mass. — February 25, 2008 — Metabolix, Inc. (NASDAQ: MBLX), a bioscience company focused on developing clean, sustainable solutions for plastics, chemicals and energy, announced today that Richard P. Eno has been appointed President and CEO, effective March 17, 2008.  Mr. Eno is replacing Jay Kouba, Ph.D., who has served as the company’s Chairman, President and CEO since May 2007 while a search was underway for the CEO position.  Dr. Kouba will remain as Chairman of the Board.

 

Dr. Kouba stated, “The Board is delighted to appoint Rick as the new Chief Executive of Metabolix at such an important and exciting time in the Company’s history.  Rick is a proven leader with deep knowledge and expertise in each of the three areas where Metabolix is applying its core technologies — plastics, chemicals and energy. He has developed successful strategies on a global scale for some of the world’s leading chemical and energy companies, helping them commercialize technologies, open new markets and position themselves for long-term growth.  Mirel™ bioplastics is our initial platform which is on its way to full-scale commercialization. We are particularly enthusiastic about Rick’s depth of knowledge in the chemical and energy sectors which will be critical as we continue to advance the development of those platforms.”

 

Mr. Eno has more than twenty five years of professional experience in the chemicals and energy business.  He has held operating roles or led clients through challenges in nearly every aspect of these industries, including: corporate strategy development, technology management and commercialization; sales and marketing; organizational design and optimization; cost reduction and profitability improvement; and transaction support.

 

Mr. Eno said, “Metabolix is an exciting growth company that is at the forefront of an important global movement as businesses and consumers look for ways to lessen their dependence on petroleum and their impact on the environment.   The next few years will be pivotal for Metabolix and I am thrilled to be leading the Company at this time as we commercialize Mirel bioplastics, and accelerate our progress toward commercialization of the Company’s chemicals and energy platforms.  Metabolix has a strong portfolio of proprietary and patented technologies.  I look forward to joining the Metabolix team and working with its partners around the globe to achieve the full potential of these biobased, sustainable assets.”

 

Most recently, Mr. Eno served as Vice President, Leader Global Oil & Gas Sector at CRA International (formerly known as Charles River Associates), a leading provider of management consulting services and economic and financial expertise to global companies.  At CRA International, Mr. Eno helped lead the substantial growth of CRA’s

 

Chemicals and Petroleum Practice over the last five years. Prior to joining CRA, he was at Arthur D. Little (ADL) from 1990 to 2002, and became a Vice President in its Chemicals Practice. He was elected to lead ADL’s Chemical and Energy Vertical consulting activities, marketing and positioning it for its eventual sale to CRA International in 2002.  Before ADL, he had seven years experience in a variety of roles in research, operations and project management for Chevron Corporation.  Mr. Eno holds a Bachelor of Science Degree in Chemical Engineering from Cornell University, a Masters in Business Administration from the University of Houston and is a Chartered Financial Analyst.

 

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 now developing and commercializing Mirel™ bioplastics, a sustainable and biodegradable alternative to petroleum-based plastics. Mirel is suitable for injection molding, extrusion coating, cast film and sheet, blown film and thermoforming. Metabolix is also developing a proprietary platform technology for co-producing plastics, chemicals and energy, from crops such as switchgrass, oilseeds and sugarcane.

 

Metabolix and Archer Daniels Midland Company (ADM) are commercializing Mirel through a joint venture called Telles. The first commercial scale Mirel production plant is being constructed adjacent to ADM’s wet corn mill in Clinton, Iowa. The plant is expected to begin operations in late 2008 and is designed to produce up to 110 million pounds of Mirel annually.  Mirel will reduce reliance on petroleum and decrease environmental impacts relative to conventional petroleum-based plastics.

 

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 the development and commercialization of the Company’s technologies, the completion of construction and commencement of operation of the commercial manufacturing facility and the actual manufacturing capacity of that facility, 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, including, without limitation, risks associated with the Company’s ability to successfully develop and commercialize products, its dependence on ADM for construction of the commercial manufacturing facility, ADM’s ability to complete construction of that facility on time and on budget, and other risks detailed in Metabolix’s filings with the Securities and Exchange Commission, including Form 10-K for the year ended December 31, 2006. Metabolix assumes no obligation to update any forward-looking information contained in this press release or with respect to the announcements described herein.

 

Metabolix Contacts

 

Media:    Matt Lindberg, ICR, (203) 682-8214, matthew.lindberg@icrinc.com

Brian Ruby, ICR, (203) 682-8268, brian.ruby@icrinc.com

 

Investors:              Kathleen Heaney, ICR, (203) 803-3585, kheaney@icrinc.com