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 22, 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 22, 2012, the Board of Directors (the “Board”) of Metabolix, Inc. (the “Company”), voted to increase the size of the Board from eleven (11) Directors to twelve (12) Directors, and the Board appointed Stephen J. Large as a Class II Director to fill the newly created vacancy, to serve until the 2014 Annual Meeting of Stockholders and until his successor is duly elected and qualified. Mr. Large’s appointment became effective on March 26, 2012.

 

Mr. Large 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 28, 2012, the Company issued a press release announcing  Mr. Large’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 28, 2012

 

2



 

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 28, 2012

By:

/s/ Joseph D. Hill

 

 

Name: Joseph D. Hill

 

 

Title: Chief Financial Officer

 

3



 

EXHIBIT INDEX

 

Exhibit
No.

 

Description

99.1

 

Press Release dated March 28, 2012

 

4


Exhibit 99.1

 

GRAPHIC

 

Metabolix Appoints Stephen J. Large to Board of Directors

 

CAMBRIDGE, Mass.—March 28, 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 Stephen J. Large to its board of directors. Mr. Large brings more than 25 years of experience in the global chemicals industry to the Company’s board.  The appointment is effective as of Monday, March 26, 2012.

 

“As a veteran of the global chemicals industry, Steve brings both operational expertise and deep market knowledge to the board,” said Richard P. Eno, President and CEO of Metabolix. “We look forward to Steve’s insight as we execute our business strategy around the delivery of sustainable, differentiated alternatives to conventional plastics and chemicals.”

 

Since 2008, Mr. Large has served as president and chief executive officer of Schenectady, New York-based SI Group, Inc., a private global company specializing in the development and manufacturing of chemical intermediates. Mr. Large also previously served SI Group as president and chief operating officer. Prior to joining SI Group, Mr. Large spent 15 years with Minnesota-based H.B. Fuller, an adhesives, sealants and coatings company, in numerous global roles, including his most recent position as president of the specialty group.  Mr. Large also served as general manager and director of South African chemical manufacturer T&C Chemical Industries PTY Ltd. He holds a bachelor’s degree in polymer science and technology from the Plastics and Rubber Institute at Manchester Polytechnic in the United Kingdom.

 

“A transformation of the global chemicals industry will gain momentum over the coming years as brand owners and consumers increasingly seek ‘green’ alternatives to conventional plastics and chemicals from fossil fuels. Metabolix’s technology platforms and product offerings are industry leading and uniquely suited to the trends emerging in the market for biobased plastics and chemicals,” said Mr. Large. “I look forward to working with the board of directors and Metabolix to capture the commercial potential of this growing market.”

 

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 Mr. Large’s potential contribution to Metabolix, the future of the global chemicals industry, expectations for commercialization of Metabolix products and technology, and executing our 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 including the 2011 10-K filed March 12, 2012. Metabolix assumes no obligation to update any forward-looking information contained in this press release or with respect to the announcements described herein.

 

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