UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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) June 17, 2010

 

METABOLIX, INC.

(Exact Name of Registrant as Specified in Its Charter)

 

DELAWARE

(State or Other Jurisdiction of Incorporation)

 

001-33133

 

04-3158289

(Commission File Number)

 

(IRS Employer Identification No.)

 

 

 

21 Erie Street, Cambridge, Massachusetts

 

02139

(Address of Principal Executive Offices)

 

(Zip Code)

 

(617) 583-1700

(Registrant’s Telephone Number, Including Area Code)

 

 

(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 5.04               Temporary Suspension of Trading Under Registrant’s Employee Benefit Plans

 

On June 17, 2010, Metabolix, Inc. (the “Company”) provided notice (the “Notice”) to its directors and executive officers informing them that in order to implement a transition to a new trustee and recordkeeper for the Metabolix Employee 401(k) Plan (the “Plan”) a “blackout period” will apply to the Plan, which will begin on July 27, 2010 and is expected to end during the week of August 8, 2010 (the “Blackout Period”). The Notice also states that during the Blackout Period, the Company’s directors and executive officers will be prohibited from directly or indirectly, purchasing, selling, exercising or otherwise acquiring or transferring any equity security of the Company (or derivative security of such equity security, such as stock options) acquired in connection with services or employment as a director or executive officer. These restrictions are required to comply with Section 306(a) of the Sarbanes-Oxley Act of 2002 and Securities and Exchange Commission Regulation BTR because the Blackout Period will specifically apply to Company common stock in the Plan.

 

During the Blackout Period and for a period of two years after the ending date of the Blackout Period, interested persons may determine the actual beginning and ending dates of the Blackout Period, free of charge, by contacting Putnam Investments at 7 Shattuck Road, Andover, Massachusetts 01810 or calling 1-888-411-4015. The person designated by the Company to respond to inquiries about the Blackout Period is Sarah P. Cecil, General Counsel and her phone number is (617) 583-1709 and her address is Metabolix, Inc., 21 Erie Street, Cambridge, MA 02139. A copy of the Notice is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein in its entirety.

 

Item 9.01               Financial Statements and Exhibits

 

(d) Exhibits.

 

99.1         Blackout Notice to Directors and Executive Officers of Metabolix, Inc., dated June 17, 2010.

 

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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: June 17, 2010

By:

/s/ Joseph D. Hill

 

 

Joseph D. Hill

 

 

Chief Financial Officer

 

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INDEX TO EXHIBITS

 

Exhibit
No.

 

Description

99.1

 

Blackout Notice to Directors and Executive Officers of Metabolix, Inc., dated June 17, 2010.

 

4


Exhibit 99.1

 

 

To:

Directors and Executive Officers of Metabolix, Inc.

 

 

From:

Sarah P. Cecil, General Counsel

 

 

Date:

June 17, 2010

 

 

Re:

Notification of Imposition of a Blackout Period Pursuant to Sarbanes-Oxley Section 306(a)

 

This notice is to inform you of significant restrictions on your ability to trade in equity securities of Metabolix, Inc. (the “Company”) during an upcoming “blackout period” (the “Blackout Period”) that will apply to the Metabolix Employee 401(k) Plan (the “Plan”).

 

1.      During the Blackout Period, you will be prohibited from, directly or indirectly, purchasing, selling, exercising or otherwise acquiring or transferring any equity security of the Company (or derivative security of such equity security, such as stock options) that you acquired in connection with your services or employment as a director or executive officer (including, for instance, shares acquired upon the exercise of stock options or in connection with a restricted stock award). The prohibition on transactions by you applies to equity securities in which you have a pecuniary interest, including amounts, if any, you may have invested in Company stock under the Plan and other securities, such as Company stock held by immediate family members living with you, or held in trust, or by controlled partnerships or corporations. These restrictions are required to comply with Section 306(a) of the Sarbanes-Oxley Act of 2002 and Securities and Exchange Commission Regulation BTR because the Blackout Period will specifically apply to Company common stock in the Plan.

 

2.      The Blackout Period is being imposed because the Plan Committee has decided to transfer the duties of trustee and recordkeeper of the Plan to Putnam Investments. Investment alternatives in the Plan will also be changed during the Blackout Period. The Blackout Period will begin on July 27, 2010 and is expected to end during the week of August 8, 2010. During these weeks, you can determine whether the Blackout Period has started or ended by calling Putnam Investments at 1-888-411-4015. The Blackout Period is in addition to the Company’s trading windows related to its earnings releases and will have the effect of shortening the customary trading window generally applicable under normal circumstances.

 

3.      Certain exemptions from these rules apply, but the exemptions are narrow and should be discussed with Sarah P. Cecil, General Counsel for the Company, before you or your family members take any action concerning Company equity securities during the Blackout Period. These rules are in addition to the rules in the Company’s insider trading policy. The prohibition on purchases, sales and other transactions does not apply to trades made pursuant to Rule 10b5-1 trading plans, provided that you did not enter into or modify the trading plan during the Blackout Period, or while aware of the actual or approximate beginning or ending dates of the Blackout Period.

 

4.      If you have any questions regarding the Blackout Period, you should contact:

 

Sarah P. Cecil, General Counsel

Metabolix, Inc.

21 Erie Street

Cambridge, MA 02139

Phone: 617-583-1709

Email: scecil@metabolix.com