fs8_040115.htm
As filed with the Securities and Exchange Commission on April 2, 2015
Registration No. 333-                          
 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
________________
 
Form S-8
REGISTRATION STATEMENT
UNDER THE
SECURITIES ACT OF 1933
________________
 
Amyris, Inc.
(Exact name of Registrant as specified in its charter)
 
 
Delaware
  
55-0856151
  
 
(State or other jurisdiction of
  
(I.R.S. Employer
  
 
incorporation or organization)
  
Identification Number)
  

Amyris, Inc.
5885 Hollis Street, Suite 100
Emeryville, CA 94608
(510) 450-0761
(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)

2010 Equity Incentive Plan
2010 Employee Stock Purchase Plan
 (Full title of the plans)
 
John G. Melo
President and Chief Executive Officer
Amyris, Inc.
5885 Hollis Street, Suite 100
Emeryville, CA 94608
(510) 450-0761
(Name, address, including zip code, and telephone number, including area code, of agent for service)
 
Please send copies of all communications to:
Gordon K. Davidson, Esq.
Daniel J. Winnike, Esq.
Fenwick & West LLP
Silicon Valley Center
801 California Street
Mountain View, California 94041
(650) 988-8500
 
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company (as defined in Rule 12b-2 of the Exchange Act):
 
  Large Accelerated Filer o  Accelerated Filer x  
  Non-accelerated Filer o  Smaller Reporting Company o  
  (Do not check if a smaller reporting company)    
 
 
 
 
 
CALCULATION OF REGISTRATION FEE
 
Title of Each Class of Securities
to be Registered
Amount to be
Registered(1)
Proposed Maximum
Offering Price
Per Unit
Proposed Maximum
Aggregate Offering
Price
Amount of
Registration
Fee
Common Stock, $0.0001 par value
        
-- To be issued under the 2010 Equity Incentive Plan
3,961,094 (2)
$2.36(3)
$9,348,183
$1,086.26
-- To be issued under the 2010 Employee Stock Purchase Plan
792,219 (4)
$2.00(5)
$1,584,438
$184.12
Total
4,753,313
  
 $10,932,621
$1,270.38
 
(1)
Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this registration statement on Form S-8 (the “Registration Statement”) shall also cover any additional shares of the Registrant’s common stock that become issuable under the Registrant’s 2010 Equity Incentive Plan (“2010 EIP”) or 2010 Employee Stock Purchase Plan (“2010 ESPP”) by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without the receipt of consideration that increases the number of the Registrant’s outstanding shares of common stock.
 
(2)
Represents an automatic increase in the number of shares available for issuance under the 2010 EIP equal to approximately 5% of 79,221,883 shares, the total outstanding shares of the Registrant’s Common Stock as of December 31, 2014.  This automatic increase was effective as of January 1, 2015.  Shares available for issuance under the 2010 EIP were previously registered on registration statements on Form S-8 filed with the Securities and Exchange Commission (“SEC”) on October 1, 2010 (Registration No. 333-169715), February 28, 2011 (Registration No. 333-172514), March 9, 2012 (Registration No. 333-180006), March 28, 2013 (Registration No. 333-187598), May 20, 2013 (Registration No. 333-188711) and April 14, 2014 (Registration No. 333-195259).
 
(3)
Estimated solely for the purpose of calculating the registration fee in accordance with Rules 457(c) and (h) under the Securities Act and based upon the average of the high and low prices of the Registrant’s common stock as reported on the NASDAQ Global Market on March 31, 2015.
 
(4)
Represents an automatic increase in the number of shares available for issuance under the 2010 ESPP equal to approximately 1% of 79,221,883 shares, the total outstanding shares of the Registrant’s Common Stock as of December 31, 2014.  This automatic increase was effective as of January 1, 2015.  Shares available for issuance under the 2010 ESPP were previously registered on registration statements on Form S-8 filed with the SEC on October 1, 2010 (File No. 333-169715), February 28, 2011 (Registration No. 333-172514), March 9, 2012 (Registration No. 333-180006), March 28, 2013 (Registration No. 333-187598) and April 14, 2014 (Registration No. 333-195259).
 
(5)
Estimated solely for the purpose of calculating the registration fee in accordance with Rules 457(c) and (h) under the Securities Act and based upon the average of the high and low prices of the Registrant’s common stock as reported on the NASDAQ Global Market on March 31, 2015, multiplied by 85%, which is the percentage of the trading price per share applicable to purchasers under the Registrant’s 2010 Employee Stock Purchase Plan.
 
 
 
 
 
REGISTRATION OF ADDITIONAL SHARES
PURSUANT TO GENERAL INSTRUCTION E

Pursuant to General Instruction E of Form S-8, the Registrant is filing this Registration Statement with the SEC to register (1) 3,961,094 additional shares of common stock under the Registrant’s 2010 EIP and (2) 792,219 additional shares of common stock under its 2010 ESPP pursuant to the provisions of those plans providing for an automatic increase in the number of shares of common stock reserved for issuance under such plans.  This Registration Statement hereby incorporates by reference the contents of the Registrant’s registration statements on Form S-8 filed with the SEC on October 1, 2010 (Registration No. 333-169715), February 28, 2011 (Registration No. 333-172514), March 9, 2012 (Registration No. 333-180006), March 28, 2013 (Registration No. 333-187598),  May 20, 2013 (Registration No. 333-188711) and April 14, 2014 (Registration No. 333-195259).
 

 
 
 
 
SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Emeryville, State of California, on this 2nd day of April, 2015.
 

   
AMYRIS, INC.
  
       
    By:
/s/ John Melo
 
     
John Melo
  
     
President and Chief Executive Officer
  
 
POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints John Melo, Raffi Asadorian and Nicholas Khadder, and each of them, as his or her true and lawful attorneys-in-fact and agents with full power of substitution, for him or her in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement on Form S-8, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or his or her substitute, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities and on the date indicated.

Signature
Title
Date
     
/s/ John G. Melo
    
John G. Melo
 
Director, President and Chief Executive Officer
(Principal Executive Officer)
March 31, 2015
     
/s/ Raffi Asadorian
    
Raffi Asadorian
Chief Financial Officer
(Principal Financial Officer)
March 31, 2015
     
/s/ Karen Weaver
    
Karen Weaver
Vice President, Finance
(Principal Accounting and Financial Officer)
March 31, 2015
     
/s/ Philippe Boisseau
    
Philippe Boisseau
Director
March 31, 2015
     
/s/ Nam-Hai Chua, Ph.D.
    
Nam-Hai Chua, Ph.D.
Director
March 31, 2015
     
/s/ John Doerr
    
John Doerr
Director
March 31, 2015
     
/s/ Geoffrey Duyk, M.D., Ph.D.
    
Geoffrey Duyk, M.D., Ph.D.
Director
March 31, 2015
     
/s/ Carole Piwnica
    
Carole Piwnica
Director
March 31, 2015
     
/s/ Fernando Reinach, Ph.D.
  
 
Fernando Reinach, Ph.D.
Director
March 10, 2015
     
/s/ HH Sheikh Abdullah bin Khalifa Al Thani
    
HH Sheikh Abdullah bin Khalifa Al Thani
Director
March 31, 2015
     
/s/ R. Neil Williams
    
R. Neil Williams
Director
March 31, 2015
     
/s/ Patrick Yang, Ph.D.
    
Patrick Yang, Ph.D.
Director
March 9, 2015

 
 
 
 
EXHIBIT INDEX

Exhibit
  
Incorporated by Reference 
Filed
Number
Exhibit Description
Form
File No.
Exhibit
Filing Date
Herewith
             
4.01
Restated Certificate of Incorporation of the Registrant
10-Q
001-34885
3.1
11/10/2010
  
             
4.02
Certificate of Amendment of the Restated Certificate of Incorporation
S-8
333-188711
May 20, 2013
4.02
  
             
4.02
Restated Bylaws of the Registrant
10-Q
001-34885
3.2
11/10/2010
  
             
4.03
Form of Registrant’s common stock certificate
S-1
333-166135
4.01
07/06/2010
  
             
4.13
2010 Equity Incentive Plan of the Registrant and forms of award agreements thereunder
S-1
333-166135
10.44
06/23/2010
  
             
4.14
2010 Employee Stock Purchase Plan of the Registrant and form of Subscription Agreement thereunder
S-1
333-166135
10.45
07/06/2010
  
             
5.01
Opinion of Fenwick & West LLP
        
X
             
23.01
Consent of PricewaterhouseCoopers LLP, independent registered public accounting firm
        
X
             
23.02
Consent of Pannell Kerr Forster of Texas, P.C., independent registered public accounting firm
        
X
             
23.03
Consent of Fenwick & West LLP (contained in Exhibit 5.01)
        
X
             
24.01
Power of Attorney (included on the signature page to this Registration Statement)
        
X