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): March 1, 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 March 1, 2012, the Board of Directors (the “Board”) of Metabolix, Inc. (the “Company”), voted to increase the size of the Board from ten (10) Directors to eleven (11) Directors.  Also on March 1, 2012, the Board appointed Matthew Strobeck as a Class III Director to fill the newly created vacancy, to serve until the 2012 Annual Meeting of Stockholders and until his successor is duly elected and qualified.

 

Dr. Strobeck 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 March 5, 2012, the Company issued a press release announcing Dr. Strobeck’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 March 5, 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:

March 5, 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 March 5, 2012

 

4


Exhibit 99.1

 

GRAPHIC

 

Metabolix Names Matthew Strobeck to Board of Directors

 

CAMBRIDGE, Mass.—March 5, 2012 —Metabolix, Inc. (NASDAQ: MBLX), a bioscience company focused on developing clean, sustainable solutions for plastics, chemicals and energy, today announced that it has appointed Matthew Strobeck, Ph.D., to its board of directors. Dr. Strobeck, who previously served on the Metabolix board of directors from 2006 to 2011, brings with him financial expertise and a deep understanding of the biotechnology industry. The appointment is effective as of March 1, 2012.

 

“With his background as a life science investor and previous experience on the Metabolix board of directors, Matthew is uniquely suited to provide valuable perspectives and insights that will help drive the company’s future success,” said Richard P. Eno, President and CEO of Metabolix. “We plan to leverage his expertise to help manage our portfolio of technology and product offerings and to optimize the integration of our financial and business strategy.”

 

From June 2008 to October 2011, Dr. Strobeck was a partner, member of the management committee and member of the advisory board of Westfield Capital Management, an investment firm based in Boston.  Dr. Strobeck received a B.S. from St. Lawrence University, a Ph.D. from the University of Cincinnati, an S.M. from the Harvard University-MIT Health Sciences Technology Program and an S.M. from the MIT Sloan School of Management.

 

Dr. Strobeck commented, “With a unique technology platform in PHA biopolymers, deep scientific expertise, and significant customer-facing market experience, Metabolix is well positioned to help shape a promising future for biomaterials.  I look forward to re-joining the board of directors and working with Metabolix to capture the significant commercial opportunity in providing differentiated, sustainable alternatives to conventional plastics and chemicals produced from fossil fuel.”

 

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.

 

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 Dr. Strobeck’s potential contribution to Metabolix, expectations for commercialization of Metabolix products and technology, and optimizing the integration of our financial and business strategy, 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 Kirsten Swenson, 781-684-0770 metabolix@schwartzMSL.com
or
Investors:
ICR
James Palczynski, 203-682-8229 james.palczynski@icrinc.com