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)  May 3, 2007

 

METABOLIX, INC.

(Exact Name of Registrant as Specified in Its Charter)

 

DELAWARE

(State or Other Jurisdiction of Incorporation)

 

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 May 3, 2007, Metabolix, Inc. appointed its current Chairman of the Board, Jay Kouba, Ph.D., as President and Chief Executive Officer. Dr. Kouba is replacing James J. Barber, Ph.D., who resigned on May 3, 2007, as President, Chief Executive Officer and as a member of the Board of Directors. Dr. Kouba is expected to serve as President and Chief Executive Officer for approximately one year.  Dr. Kouba will remain the Company’s Chairman. Dr. Kouba and the Company expect to enter into an employment agreement covering the terms of Dr. Kouba’s employment and providing for the payment of an annual salary, bonus and equity compensation, among other items.

Dr. Kouba, age 54, has served as Director since June 2006 and as Chairman of the Board since April 2007. Since January 2006, Dr. Kouba has served as the president of Oniro Consulting, a strategic management consulting firm. From January 1999 to December 2005, Dr. Kouba held several positions with BP’s Petrochemicals Segment. From August 2004 to December 2005, Dr. Kouba served as senior vice president, strategy, marketing and technology for Innovene, BP’s olefins and polymers subsidiary, and earlier in 2004, as Vice President, Sales, Marketing and Logistics. Between 1999 and 2003, Dr. Kouba was Vice President, Technology. Dr. Kouba received a B.S. in Chemistry from Stanford University, a Ph.D. in Chemistry from Harvard University and a M.B.A. from University of Chicago.

Other than the employment agreement which the Company expects to enter into with Dr. Kouba, there is no arrangement or understanding pursuant to which Dr. Kouba was selected as President and Chief Executive Officer or as Chairman of the Board and there are no family relationships between Dr. Kouba and the other  directors or executive officers of the Company. Since the beginning of the Company’s last fiscal year and except as disclosed in the Company’s definitive proxy statement or annual report on Form 10-K, Dr. Kouba has not had any transactions or currently proposed transactions in which Dr. Kouba 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.

The Company expects to enter into a Separation Agreement with Dr. Barber, the terms of which will be disclosed upon effectiveness of that agreement.

A press release issued by the Company on May 3, 2007 regarding the foregoing is attached hereto as Exhibit 99.1.

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Item 9.01   Financial Statements and Exhibits

(d) Exhibits

Exhibit No.		Description
99.1		Press Release, dated May 3, 2007

 

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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  May 3, 2007	By:	/s/ Thomas G. Auchincloss, Jr.
		Thomas G. Auchincloss, Jr. Chief Financial Officer

 

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EXHIBIT INDEX

Exhibit No.		Description
99.1		Press Release, dated May 3, 2007

 

 

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Exhibit 99.1

 

FOR IMMEDIATE RELEASE
Metabolix, Inc. 21 Erie Street Cambridge, MA 02139 (617) 492-0505 www.metabolix.com
Investor Relations Contact:	Media Contact
Kathleen Heaney	Michael Fox
ICR	ICR
(203) 803-3585	(203) 682-8200
ir@metabolix.com

 

METABOLIX NAMES NEW PRESIDENT AND CEO

·                  COMPANY TO HOST CONFERENCE CALL TODAY

Cambridge, Massachusetts — May 3, 2007 — Metabolix Inc. (NASDAQ: MBLX), a bioscience company focused on developing clean, sustainable solutions for the world’s needs for plastics, fuels, and chemicals, announced today that Jay Kouba, Ph.D., Chairman of the Board, will assume the role of President and CEO, effective immediately.  Dr. Kouba is replacing James J. Barber, Ph.D., who today resigned as President, Chief Executive Officer and as a member of the Board of Directors. Dr. Barber served as President and CEO of Metabolix since January 2000.

Jay Kouba commented, “The world is now recognizing the tremendous potential for biobased solutions. Metabolix has developed the scientific, engineering and commercial capabilities to transform opportunities into real economic outcomes, and is already well on its way to commercializing its first platform with MirelTM natural plastics. In addition to Mirel natural plastics, we have tremendous opportunities to apply the same technology platform in biobased fuels and chemicals. I believe that the key to enhancing shareholder value is to execute the commercialization of Mirel and to extend the global scope and reach of the company.”

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Dr. Kouba added, “I have been involved with Metabolix for five years, first with BP and more recently as a Board member. I look forward to continuing that involvement over the long term as Chairman of the Board and, during the next twelve months, as President and CEO.”

“We are delighted to have Jay assume the role of President and CEO,” commented Edward Muller, Chairman Emeritus of Metabolix.  “Jay’s knowledge and experience of technology, strategy, and marketing will be invaluable as Metabolix moves forward in commercializing biobased, sustainable solutions for plastics, fuels and chemicals.  Jay has not only run large organizations, but he has successfully led them through periods of significant growth and development.”

Mr. Muller further commented, “We have been extremely fortunate to have had Jim Barber lead the company for the past six years.  Jim led Metabolix from a private research-based company, through the initial public offering late last year, and the recent brand launch of Mirel natural plastics.  His commitment and expertise have been instrumental in guiding the development of Metabolix, and we appreciate all of the efforts he has made on the company’s behalf.”

Dr. Kouba has served as member of the Board of Directors of Metabolix since June 2006, and was appointed Chairman of the Board in April 2007.  Dr. Kouba brings a wealth of experience gained from a distinguished career in the petrochemical and polymer industries where he excelled in the development and implementation of growth strategies based on technology and marketing leadership.  He has held executive positions in business management, marketing, strategy and technology at Amoco, BP and Innovene.  Dr. Kouba received a B.S. in Chemistry from Stanford University, a Ph.D. in Chemistry from Harvard University and an M.B.A. from University of Chicago.

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Conference Call Info

The Company will hold a conference call today at 5:00 p.m. (Eastern)  Hosting the call will be Jay Kouba, PhD, Chairman, President and CEO and Dr. Oliver Peoples, Co-founder and Chief Scientific Officer.  The call will be webcast and can be accessed from the Company’s website at www.metabolix.com in the Investor Relations section or by clicking on the following link: http://viavid.net/dce.aspx?sid=00003EBF. For those who cannot listen live a telephonic replay will be available for one week beginning at 8:00 p.m on May 3, 2007.  The dial in number is 888-203-1112 or 719-457-0820 (international callers).  The passcode is 3707411.

About Metabolix

Founded in 1992, Metabolix, Inc. is an innovation driven bioscience company providing clean, sustainable solutions for the world’s needs for plastics, fuels, and chemicals.  The Company is taking a systems approach, from gene to end product, to integrate sophisticated biotechnology with advanced industrial practice, and is now developing and commercializing environmentally sustainable and totally biodegradable MirelTM natural plastics as a clean alternative to petroleum-based plastics.  In addition to its microbial fermentation platform for producing MirelTM natural plastics, Metabolix is also developing a proprietary platform technology for co-producing, in biomass energy crops such as switchgrass, natural plastics and biomass for biofuels such as ethanol and for chemical products. For more information, please visit www.metabolix.com. (MBLX-G)

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