UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO §240.13d-1(a) AND
AMENDMENTS THERETO FILED PURSUANT TO §240.13d-2(a)
UNDER THE SECURITIES EXCHANGE ACT OF 1934
Amyris, Inc.
(Name of Issuer)
Common Stock, par value $0.0001
(Title of Class of Securities)
03236M101
(CUSIP Number)
Eu Jin Chua
Managing Director, Legal & Regulations
Temasek International Pte. Ltd.
60B Orchard Road
#06-18
Tower 2
The Atrium@Orchard
Singapore 238891
With
Copies to:
Jonathan Kellner
Linklaters LLP
Rua
Leopoldo Couto Magalhães, 700 -1 º andar sala 11
Itaim Bibi - 04542-000 São Paulo - SP
Tel. No.: +(55.11) 3074.9520
(Name, Address and Telephone Number of Persons Authorized to Receive Notices and Communications)
November 15, 2014
(Date
of Event Which Requires Filing of This Statement)
If the filing person has
previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. x
The information required on this cover page shall not be deemed to be filed for purposes of
Section 18 of the Securities Exchange Act of 1934, as amended (the Act), or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act.
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CUSIP No. 03236M101 |
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13D |
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Page
2
of 11 Pages |
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1 |
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NAMES OF
REPORTING PERSONS: Temasek Holdings (Private) Limited |
2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP: (a) ¨
(b) ¨ |
3 |
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SEC USE ONLY
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4 |
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SOURCE OF FUNDS:
Not applicable. |
5 |
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CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e): ¨ |
6 |
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CITIZENSHIP OR PLACE OF
ORGANIZATION: Republic of Singapore |
NUMBER OF
SHARES BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH |
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7 |
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SOLE VOTING POWER
0 |
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8 |
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SHARED VOTING POWER
21,734,649* |
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9 |
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SOLE DISPOSITIVE POWER
0 |
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10 |
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SHARED DISPOSITIVE POWER
21,734,649* |
11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
21,734,649* |
12 |
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CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES:
¨ |
13 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11): 24.03%** |
14 |
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TYPE OF REPORTING PERSON:
HC |
* |
See Item 5 of this statement on Schedule 13D. Includes (i) 2,670,370 shares of Common Stock issuable upon conversion of the Convertible Notes (as defined below), which are currently convertible and
(ii) 8,710,801 shares of Common Stock issuable upon conversion of the Tranche II Notes (as defined below), which will become convertible on January 15, 2015 or earlier upon the occurrence of certain events. |
** |
Based on 90,457,005 shares of Common Stock which is the sum of the (a) 79,075,834 shares of common stock outstanding on October 31, 2014, as set forth in the Issuers Form 10-Q (No. 001-34885) for the
quarterly period ended September 30, 2014 filed with the Securities and Exchange Commission on November 7, 2014 and (b) the 11,381,171 shares of Common Stock that may be obtained upon conversion of the Convertible Notes and Tranche II
Notes. |
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CUSIP No. 03236M101 |
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13D |
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Page
3
of 11 Pages |
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1 |
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NAMES OF
REPORTING PERSONS: Fullerton Management Pte Ltd |
2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP: (a) ¨
(b) ¨ |
3 |
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SEC USE ONLY
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4 |
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SOURCE OF FUNDS:
Not applicable. |
5 |
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CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e): ¨ |
6 |
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CITIZENSHIP OR PLACE OF
ORGANIZATION: Republic of Singapore |
NUMBER OF
SHARES BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH |
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7 |
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SOLE VOTING POWER
0 |
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8 |
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SHARED VOTING POWER
21,734,649* |
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9 |
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SOLE DISPOSITIVE POWER
0 |
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10 |
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SHARED DISPOSITIVE POWER
21,734,649* |
11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
21,734,649* |
12 |
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CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES:
¨ |
13 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11): 24.03%** |
14 |
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TYPE OF REPORTING PERSON:
HC |
* |
See Item 5 of this statement on Schedule 13D. Includes (i) 2,670,370 shares of Common Stock issuable upon conversion of the Convertible Notes (as defined below), which are currently convertible and (ii) 8,710,801 shares
of Common Stock issuable upon conversion of the Tranche II Notes (as defined below), which will become convertible on January 15, 2015 or earlier upon the occurrence of certain events. |
** |
Based on 90,457,005 shares of Common Stock which is the sum of the (a) 79,075,834 shares of common stock outstanding on October 31, 2014, as set forth in the Issuers Form 10-Q (No. 001-34885) for the quarterly
period ended September 30, 2014 filed with the Securities and Exchange Commission on November 7, 2014 and (b) the 11,381,171 shares of Common Stock that may be obtained upon conversion of the Convertible Notes and Tranche II Notes.
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CUSIP No. 03236M101 |
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13D |
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Page
4
of 11 Pages |
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1 |
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NAMES OF
REPORTING PERSONS: Cairnhill Investments (Mauritius) Pte Ltd |
2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP: (a) ¨
(b) ¨ |
3 |
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SEC USE ONLY
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4 |
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SOURCE OF FUNDS:
Not applicable. |
5 |
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CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e): ¨ |
6 |
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CITIZENSHIP OR PLACE OF
ORGANIZATION: Mauritius |
NUMBER OF
SHARES BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH |
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7 |
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SOLE VOTING POWER
0 |
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8 |
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SHARED VOTING POWER
21,734,649* |
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9 |
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SOLE DISPOSITIVE POWER
0 |
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10 |
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SHARED DISPOSITIVE POWER
21,734,649* |
11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
21,734,649* |
12 |
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CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES:
¨ |
13 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11): 24.03%** |
14 |
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TYPE OF REPORTING PERSON:
HC |
* |
See Item 5 of this statement on Schedule 13D. Includes (i) 2,670,370 shares of Common Stock issuable upon conversion of the Convertible Notes (as defined below), which are currently convertible and (ii) 8,710,801 shares
of Common Stock issuable upon conversion of the Tranche II Notes (as defined below), which will become convertible on January 15, 2015 or earlier upon the occurrence of certain events. |
** |
Based on 90,457,005 shares of Common Stock which is the sum of the (a) 79,075,834 shares of common stock outstanding on October 31, 2014, as set forth in the Issuers Form 10-Q (No. 001-34885) for the quarterly
period ended September 30, 2014 filed with the Securities and Exchange Commission on November 7, 2014 and (b) the 11,381,171 shares of Common Stock that may be obtained upon conversion of the Convertible Notes and Tranche II Notes.
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CUSIP No. 03236M101 |
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13D |
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Page
5
of 11 Pages |
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1 |
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NAMES OF
REPORTING PERSONS: Maxwell (Mauritius) Pte Ltd |
2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP: (a) ¨
(b) ¨ |
3 |
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SEC USE ONLY
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4 |
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SOURCE OF FUNDS:
WC |
5 |
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CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e): ¨ |
6 |
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CITIZENSHIP OR PLACE OF
ORGANIZATION: Mauritius |
NUMBER OF
SHARES BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH |
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7 |
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SOLE VOTING POWER
0 |
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8 |
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SHARED VOTING POWER
21,734,649* |
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9 |
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SOLE DISPOSITIVE POWER
0 |
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10 |
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SHARED DISPOSITIVE POWER
21,734,649* |
11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
21,734,649* |
12 |
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CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES:
¨ |
13 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11): 24.03%** |
14 |
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TYPE OF REPORTING PERSON:
CO |
* |
See Item 5 of this statement on Schedule 13D. Includes (i) 2,670,370 shares of Common Stock issuable upon conversion of the Convertible Notes (as defined below), which are currently convertible and (ii) 8,710,801 shares
of Common Stock issuable upon conversion of the Tranche II Notes (as defined below), which will become convertible on January 15, 2015 or earlier upon the occurrence of certain events. |
** |
Based on 90,457,005 shares of Common Stock which is the sum of the (a) 79,075,834 shares of common stock outstanding on October 31, 2014, as set forth in the Issuers Form 10-Q (No. 001-34885) for the quarterly
period ended September 30, 2014 filed with the Securities and Exchange Commission on November 7, 2014 and (b) the 11,381,171 shares of Common Stock that may be obtained upon conversion of the Convertible Notes and Tranche II Notes.
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CUSIP No. 03236M101 |
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13D |
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Page
6
of 11 Pages |
Note to Schedule 13D
This Schedule 13D is being filed by Temasek Holdings (Private) Limited (Temasek), Fullerton Management Pte Ltd (FMPL),
Cairnhill Investments (Mauritius) Pte Ltd (Cairnhill) and Maxwell (Mauritius) Pte Ltd (Maxwell) (Temasek, FMPL, Cairnhill and Maxwell are collectively referred to hereinafter as the Reporting
Persons).
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CUSIP No. 03236M101 |
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13D |
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Page
7
of 11 Pages |
Item 1. Security and Issuer.
This Schedule 13D relates to the common stock, par value of $0.0001 per share, of Amyris, Inc. (the Issuer), a Delaware
corporation with its principal executive offices located at 5885 Hollis Street, Suite 100, Emeryville, CA 94608.
Item 2. Identity and Background.
This Schedule 13D is filed jointly on behalf of Temasek Holdings (Private) Limited, a company incorporated under the laws of the
Republic of Singapore, Fullerton Management Pte Ltd, a company incorporated under the laws of the Republic of Singapore, Cairnhill Investments (Mauritius) Pte Ltd, a company incorporated under the laws of Mauritius, and Maxwell (Mauritius) Pte Ltd,
a company incorporated under the laws of Mauritius. Maxwell is a wholly-owned subsidiary of Cairnhill, which is in turn a wholly-owned subsidiary of FMPL, which is in turn a wholly-owned subsidiary of Temasek.
The address of principal business and principal office of each Reporting Person is:
Temasek Holdings (Private) Limited
60B Orchard Road, #06-18 Tower 2
The Atrium@Orchard
Singapore
238891
Fullerton Management Pte Ltd.
60B Orchard Road, #06-18 Tower 2,
The Atrium@Orchard,
Singapore
238891
Cairnhill Investments (Mauritius) Pte Ltd.
c/o IMM, Les Cascades,
Edith
Cavell Street,
Port Louis, Mauritius
Maxwell (Mauritius) Pte Ltd.
c/o
IMM, Les Cascades,
Edith Cavell Street,
Port Louis, Mauritius
The
principal business of each of Temasek, FMPL, Cairnhill and Maxwell is investment holding.
Neither the Reporting Persons nor, to the best
knowledge of each Reporting Person, any of the person listed in Exhibit 1 has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or been a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state
securities laws or finding any violation with respect to such laws.
Information regarding each executive officer and director of each of
the Reporting Persons is set forth in Exhibit 1 hereto and incorporated herein by reference.
Item 3. Source and Amount of Funds or Other
Consideration.
The funds used by Maxwell to acquire the shares of Common Stock herein described were obtained from proceeds of
shareholder loans from its penultimate holding company, FMPL.
As of December 31, 2012, Maxwell directly owned 10,353,478 shares of
Common Stock. The Reporting Persons previously reported the beneficial ownership of such shares of Common Stock on Schedule 13G pursuant to Rule 13d-1(d) on February 10, 2011 and on Amendment No. 1 Schedule 13G on December 28, 2012.
On August 8, 2013, Maxwell entered into a Securities Purchase Agreement (the SPA) for the sale of senior
convertible promissory notes by the Issuer to Maxwell and certain other investors. The SPA was amended on October 16, 2013 and December 24, 2013. On October 16, 2013, pursuant to the SPA, Maxwell purchased a senior convertible note
with a face value of $35,000,000 on the date of purchase (the Tranche I Note). The Tranche I Note matures on October 16, 2018 and is convertible into shares of Common Stock at the option of Maxwell at any time after
February 8, 2015, or upon the occurrence of certain other events, at a conversion price equal to $2.44, subject to adjustment. Interest on the Tranche I Note is payable in kind for the first 30 months and is added to the principal every six
months, which includes interest added to the principal balance after the date of issuance. The current principal balance of the Tranche I Note is $38,799,731. In connection with the SPA, Maxwell also acquired a warrant to purchase 1,000,000 shares
of Common Stock at an exercise price of $0.01 per share, exercisable only if Total Energies Nouvelles Activités USA (Total) converts existing promissory notes with a certain per share conversion price into Common Stock.
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CUSIP No. 03236M101 |
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13D |
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Page
8
of 11 Pages |
On January 15, 2014, pursuant to the SPA, Maxwell purchased a senior convertible note
with a face a value of $25,000,000 on the date of purchase (the Tranche II Note). The Tranche II Note matures on January 15, 2019 and is convertible into shares of Common Stock at the option of Maxwell at any time after
January 15, 2015, or upon the occurrence of certain other events, at a conversion price equal to $2.87, subject to adjustment. Interest on the Tranche II Note is payable in kind for the first 36 months and is added to the principal every twelve
months. The current principal balance, of the Tranche II Note is $25,000,000.
On May 22, 2014, Maxwell acquired a 6.50% Convertible
Senior Note due 2019 (the Convertible Note) with a face amount of $10,000,000. The Convertible Note matures on May 15, 2019. The Convertible Note is convertible into shares of Common Stock at the option of Maxwell at any time
at an initial conversion rate of 267.0370 shares of Common Stock per $1,000 principal amount, which represents an initial conversion price of $3.74 per share. The Convertible Note is currently convertible. As of the date hereof, the Convertible Note
was convertible into 2,670,370 shares of Common Stock.
Item 4. Purpose of the Transaction.
The Reporting Persons purchased the Common Stock for investment purposes.
On February 23, 2012, the Issuer, Maxwell and certain other investors entered into a Letter Agreement (the Letter
Agreement) pursuant to which, among other things, (i) Maxwell and certain other investors each have the right to designate a director to serve on the Issuers board of directors (the Director Appointment Right)
and (ii) prior to an acquisition of the Issuer or the sale or exclusive license to a third party of substantially all the assets of the Issuer, Maxwell and certain of the other investors have certain rights to invest in existing and future
joint ventures established by the Issuer and a right of first investment in certain future transactions involving the sale of the Issuers securities or other capital raising efforts by the Issuers (the Investment Rights).
Maxwells Director Appointment Right and Investment Rights expire if Maxwell holds less than 2,595,155 shares of Common Stock (subject to proportionate adjustment in the event of stock splits, combinations, dividends, recapitalizations and the
like occurring after February 23, 2012).
On June 4, 2012, Dr. Nam-Hai Chua, who had been designated by Maxwell to serve on
the Issuers board of directors pursuant to Maxwells Director Appointment Right, was appointed by the Issuers board of directors to the Issuers board of directors. Dr. Chua was appointed to the Leadership Development and
Compensation Committee of the Issuers board of directors in May 2013.
The summary of the Letter Agreement, the Director
Appointment Right and the Investment Rights described in this Item 4 is generalized, does not purport to be complete and, as such, is qualified in its entirety by the Letter Agreement set forth in Exhibit 2 and incorporated in this Item 4
by reference.
The Reporting Persons review their investments on a continuing basis. Depending on overall market conditions, performance
and prospects of the Issuer, subsequent developments affecting the Issuer, other investment opportunities available to the Reporting Persons, the market prices of the shares of Common Stock and other investment considerations, the Reporting Persons
may hold, vote, acquire or dispose of or otherwise deal with securities of the Issuer, or suggest or take a position with respect to the management, operations or capital structure of the Issuer, including by taking, proposing or supporting one or
more of the actions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D.
Also, consistent with the
investment purpose, the Reporting Persons may engage in communications with the Issuers shareholders, management, stockholders and third parties regarding the corporate governance, business operations, strategy or future plans (including
proposed corporate transactions of a significant nature) of the Issuer, including any plans or proposals regarding the same.
Any of the
foregoing actions may be effected from at any time or from time to time, subject to applicable law. Except to the extent the foregoing may be deemed a plan or proposal, the Reporting Persons have no plans or proposals of the type referred to in
subparagraphs (a) through (j) of Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer.
(a) As of November 15, 2014, Maxwell is the direct beneficial owner of 10,353,478 shares of Common Stock. Maxwell is deemed under Rule
13d-3(d)(1) to have beneficial ownership of the shares of Common Stock issuable upon conversion of the Tranche II Notes, which will become convertible on January 15, 2015 or earlier upon the occurrence of certain events, and the shares of
Common Stock issuable upon conversion of the Convertible Notes, which are currently convertible. As of the date hereof, Maxwell is deemed to be the beneficial owner of 8,710,801 shares of Common Stock issuable upon conversion of the Tranche II Note
and 2,670,370 shares of Common Stock issuable upon conversion of the Convertible Notes.
The percentage of beneficial ownership of the
Reporting Persons was calculated by dividing (i) the respective shares of Common Stock beneficially owned and deemed to be beneficially owned by the Reporting Persons as of November 15, 2014 (as set forth in the prior paragraph) by
(ii) 90,457,005 shares of Common Stock, which is the sum of the (a) 79,075,834 shares of Common Stock outstanding as of October 31, 2014, as set forth in the Issuers Form 10-Q (No. 001-34885) for the quarterly period ended
September 30, 2014 filed with the Securities and Exchange Commission on November 7, 2014 and (b) the 11,381,171 shares of Common Stock that may be obtained by Maxwell upon conversion of the Tranche II Notes and the Convertible Notes
held by Maxwell.
To the knowledge of the Reporting Persons, the executive officers and directors of the Reporting Persons have no
beneficial ownership of Common Stock separate from the beneficial ownership held by the Reporting Persons.
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CUSIP No. 03236M101 |
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13D |
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Page
9
of 11 Pages |
(b) Cairnhill, through its ownership of Maxwell, may be deemed to share voting and
dispositive power over the 21,734,649 shares of Common Stock beneficially owned or deemed to be beneficially owned by Maxwell.
FMPL,
through its ownership of Cairnhill, may be deemed to share voting and dispositive power over the 21,734,649 shares of Common Stock beneficially owned or deemed to be beneficially owned by Cairnhill and Maxwell.
Temasek, through its ownership of FMPL, may be deemed to share voting and dispositive power over the 21,734,649 shares of Common Stock
beneficially owned or deemed to be beneficially owned by FMPL, Cairnhill and Maxwell.
(c) The Reporting Persons have not engaged in any
transactions in the Issuers securities during the sixty days prior to the obligation to file this Schedule 13D. To the knowledge of the Reporting Persons, there have been no transactions by any director or executive officer of any of the
Reporting Persons in securities of the Issuer during the past sixty days.
(d) Not Applicable.
(e) Not Applicable.
Item 6. Contracts,
Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
The summary of the Letter Agreement, the
Director Appointment Right and the Investment Rights set forth in Item 4 is incorporated here by reference. Such summary is generalized, does not purport to be complete and, as such, is qualified in its entirety by the Letter Agreement, which
is set forth in Exhibit 2, and incorporated in this Item 6 by reference.
The summary of the SPA set forth in Item 3 is
incorporated here by reference. Such summary is generalized, does not purport to be complete and, as such, is qualified in its entirety by the SPA and the amendments thereto, which are set forth in Exhibit 3 and incorporated in this Item 6 by
reference.
On June 21, 2010, the Issuer, Maxwell and certain other investors entered into Amended and Restated Investor Rights
Agreement (the IRA). The IRA was subsequently amended on February 23, 2012, December 24, 2012, March 27, 2013, October 16, 2013 and December 24, 2013. Pursuant to the IRA, Maxwell and the
other parties to the IRA have certain registration rights with respect to the shares of Common Stock held by such holders and shares issued upon conversion of convertible notes. Further, under the IRA, if the Issuer registers securities for public
sale, the holders of Common Stock with registration rights under the IRA have the right to include their shares of Common Stock in the registration statement. Additionally, holders of the Issuers outstanding securities with registration rights
under the IRA can request that the Issuer register all or a portion of their Common Stock on Form S-3 if the Issuer is eligible to file a registration statement on Form S-3 and the aggregate price to the public of the shares offered is at least
$2,000,000. The rights under the IRA may not be exercised after February 23, 2017.
On August 8, 2013, the Issuer, Maxwell and
other investors entered into a voting agreement, pursuant to which, Maxwell and the other investors agreed (the Voting Agreement) to vote their shares of Common Stock in favor of the transactions contemplated by the SPA and
against any proposal in opposition to the transaction contemplated by the SPA.
On May 8, 2014, the Issuer, Maxwell and other
investors entered into an amended and restated letter agreement (the A&R Registration Rights Letter), which amended and restated the Letter Agreement dated as of December 24, 2013. Pursuant to the May 2014 Letter
Agreement, the Issuer granted Maxwell and the other parties to the SPA, certain registration rights with respect to the shares of Common Stock issuable upon conversion of the Tranche I Notes and the Tranche II Notes. Further, under the A&R
Registration Rights Letter requires the Issuer to pay certain liquidated damages to Maxwell and the other holders of the Tranche I Notes and the Tranche II Notes if such registration is not completed as required.
On October 16, 2013, the Issuer issued a warrant to Maxwell in connection with the SPA (the Warrant). The Warrant
provides the right to Maxwell to purchase 1,000,000 shares of Common Stock at an exercise price of $0.01 per share. The Warrant is not currently exercisable and becomes exercisable only if Total converts certain pre-existing convertible promissory
notes.
The foregoing summary of the IRA, the Voting Agreement, the A&R Registration Rights Letter and the Warrant is generalized,
does not purport to be complete and, as such, is qualified in its entirety by the IRA, which is set forth in Exhibit 7, the Voting Agreement, which is set forth in Exhibit 13, the A&R Registration Rights Letter, which is set forth in Exhibit 14,
and the Warrant, which is set forth in Exhibit 6, each is incorporated in this Item 6 by reference.
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CUSIP No. 03236M101 |
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13D |
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Page
10
of 11 Pages |
Item 7. Materials to be Filed as Exhibits.
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Exhibit No. |
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Description |
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1 |
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Information regarding the Instruction C persons. |
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2 |
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Letter Agreement, dated February 23, 2013, among Amyris, Inc., Maxwell (Mauritius) Pte Ltd, and certain other investors.(1) |
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3 |
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Securities Purchase Agreement, made and entered into as of August 8, 2013, by and among Amyris, Inc., Maxwell (Mauritius) Pte Ltd, and certain other investors.(2) |
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4 |
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Amendment No. 1 to Securities Purchase Agreement, dated October 16, 2013 by and among Amyris, Inc., Maxwell (Mauritius) Pte Ltd, and certain other investors.(3) |
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5 |
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Amendment No. 2 to Securities Purchase Agreement, dated December 24, 2013 by and among Amyris, Inc., Maxwell (Mauritius) Pte Ltd, and certain other investors.(4) |
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6 |
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Warrant to Purchase Stock, dated October 16, 2013, issued to Maxwell (Mauritius) Pte Ltd.(5) |
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7 |
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Amended and Restated Investors Rights Agreement, dated June 21, 2010, by and among Amyris Biotechnologies, Inc., Maxwell (Mauritius) Pte Ltd, and certain other
investors.(6) |
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8 |
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Amendment No. 1 to Amended and Restated Investors Rights Agreement, dated February 23, 2012, by and among Amyris, Inc., Maxwell (Mauritius) Pte Ltd, and certain other
investors.(7) |
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9 |
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Amendment No. 2 to Amended and Restated Investors Rights Agreement, dated December 24, 2012, by and among Amyris, Inc., Maxwell (Mauritius) Pte Ltd, and certain other
investors.(8) |
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10 |
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Amendment No. 3 to Amended and Restated Investors Rights Agreement, dated March 27, 2013, by and among Amyris, Inc., Maxwell (Mauritius) Pte Ltd, and certain other
investors.(9) |
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11 |
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Amendment No. 4 to Amended and Restated Investors Rights Agreement, dated October 16, 2013, by and among Amyris, Inc., Maxwell (Mauritius) Pte Ltd, and certain other
investors.(10) |
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12 |
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Amendment No. 5 to Amended and Restated Investors Rights Agreement, dated December 24, 2013, by and among Amyris, Inc., Maxwell (Mauritius) Pte Ltd, and certain other
investors.(11) |
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13 |
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Voting Agreement, dated August 8, 2013, among Amyris, Inc., Maxwell (Mauritius) Pte Ltd, and certain other investors.(12) |
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14 |
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Amended and Restated Letter Agreement, dated May 8, 2014, among Amyris, Inc., Maxwell (Mauritius) Pte Ltd, and certain other investors.(13) |
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15 |
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Joint Filing Agreement. |
(1) |
Incorporated by reference to Exhibit 4.02 to the Issuers Form 10-Q (No. 001-34885) for the quarterly period ended March 31, 2012 filed with the Securities and Exchange Commission on May 9, 2012.
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(2) |
Incorporated by reference to Exhibit 4.01 to the Issuers Form 10-Q (No. 001-34885) for the quarterly period ended September 30, 2013 filed with the Securities and Exchange Commission on November 5, 2013.
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(3) |
Incorporated by reference to Exhibit 4.24 to the Issuers Form 10-K (No. 001-34885) for the year ended December 31, 2013 filed with the Securities and Exchange Commission on April 2, 2014.
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(4) |
Incorporated by reference to Exhibit 4.25 to the Issuers Form 10-K (No. 001-34885) for the year ended December 31, 2013 filed with the Securities and Exchange Commission on April 2, 2014.
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(5) |
Incorporated by reference to Exhibit 4.09 to the Issuers Form 10-K (No. 001-34885) for the year ended December 31, 2013 filed with the Securities and Exchange Commission on April 2, 2014.
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(6) |
Incorporated by reference to Exhibit 4.02 to the Issuers Form S-1 (No. 333-166135) filed with the Securities and Exchange Commission on June 23, 2010. |
(7) |
Incorporated by reference to Exhibit 4.06 to the Issuers Form S-3 (No. 333-180005) filed with the Securities and Exchange Commission on March 9, 2012. |
(8) |
Incorporated by reference to Exhibit 4.04 to the Issuers Form 10-K (No. 001-34885) for the year ended December 31, 2012 filed with the Securities and Exchange Commission on March 28, 2013.
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(9) |
Incorporated by reference to Exhibit 4.02 to the Issuers Form 10-Q (No. 001-34885) for the quarterly period ended March 31, 2013 filed with the Securities and Exchange Commission on June 9, 2013.
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(10) |
Incorporated by reference to Exhibit 4.06 to the Issuers Form 10-K (No. 001-34885) for the year ended December 31, 2013 filed with the Securities and Exchange Commission on April 2, 2014.
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(11) |
Incorporated by reference to Exhibit 4.07 to the Issuers Form 10-K (No. 001-34885) for the year ended December 31, 2013 filed with the Securities and Exchange Commission on April 2, 2014.
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(12) |
Incorporated by reference to Exhibit 4.02 to the Issuers Form 10-Q (No. 001-34885) for the quarterly period ended September 30, 2013 filed with the Securities and Exchange Commission on November 5, 2013.
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(13) |
Incorporated by reference to Exhibit 4.01 to the Issuers Form 10-Q (No. 001-34885) for the quarterly period ended June 30, 2014 filed with the Securities and Exchange Commission on August 8, 2014.
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CUSIP No. 03236M101 |
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13D |
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Page
11
of 11 Pages |
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this
statement is true, complete and correct.
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November 25, 2014 |
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TEMASEK HOLDINGS (PRIVATE) LIMITED |
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By: |
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/s/ Choo Soo Shen Christina |
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Name: Choo Soo Shen Christina |
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Title: Authorized Signatory |
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FULLERTON MANAGEMENT PTE LTD |
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By: |
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/s/ Sio Han Boon |
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Name: Sio Han Boon |
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Title: Director |
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CAIRNHILL INVESTMENTS (MAURITIUS) PTE LTD |
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By: |
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/s/ Rooksana Shahabally |
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Name: Rooksana Shahabally |
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Title: Director |
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MAXWELL (MAURITIUS) PTE LTD |
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By: |
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/s/ Rooksana Shahabally |
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Name: Rooksana Shahabally |
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Title: Director |
Exhibit 1
INFORMATION REGARDING THE INSTRUCTION C PERSONS
The following sets forth the name, position, address, principal occupation, and citizenship of each director and executive officer of the
applicable Reporting Persons (such executive officers and directors, the Instruction C Persons). To the best of the Reporting Persons knowledge, (i) none of the Instruction C Persons during the last five years has been
convicted in a criminal proceeding (excluding traffic violations or other similar misdemeanors) or been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject
to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws and (ii) none of the Instruction C
Persons owns any shares of Common Stock.
TEMASEK HOLDINGS (PRIVATE) LIMITED
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Name, Business Address, Position |
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Principal Occupation |
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Citizenship |
Lim Boon Heng 60B Orchard Road #06-18 Tower
2 The Atrium@Orchard Singapore 238891 |
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Chairman, Temasek |
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Singaporean |
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(Chairman and Director, Temasek) Cheng Wai
Keung 3 Killiney Road #10-01 Winsland House 1
Singapore 239519 |
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Chairman and Managing Director, Wing Tai
Holdings Limited |
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Singaporean |
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(Deputy Chairman, Temasek) Kua Hong Pak
205 Braddell Road East Wing 7th Floor
Singapore 579701 |
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Managing Director & Group CEO,
ComfortDelGro Corporation Limited |
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Singaporean |
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(Director, Temasek) Goh Yew Lin
50 Raffles Place #33-00 Singapore Land Tower
Singapore 048623 |
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Managing Director, G.K. Goh Holdings
Limited |
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Singaporean |
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(Director, Temasek) Teo Ming Kian
Caldecott Broadcast Centre, Andrew Road
Singapore 299939 |
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Chairman, MediaCorp Pte Ltd |
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Singaporean |
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(Director, Temasek) Marcus Wallenberg
SE-106 40 Stockholm Sweden
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Chairman, Skandinaviska Enskilda Banken,
Saab AB and Foundation Asset Management Sweden AB |
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Swedish |
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(Director, Temasek) Lien Jown Leam Michael
One Raffles Place (formerly known as OUB Centre)
#51-00 Singapore 048616 |
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Executive Chairman, Wah Hin and Company Private
Limited |
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Singaporean |
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(Director, Temasek) Wong Yuen Kuai Lucien
One Marina Boulevard #28-00
Singapore 018989 |
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Chairman and Senior Partner, Allen &
Gledhill LLP |
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Singaporean |
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(Director, Temasek) Robert Bruce Zoellick
c/o 101 Constitution Avenue, NW Suite 1000 East
Washington, DC 20001 |
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Chairman, Goldman Sachs International
Advisors |
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USA |
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(Director, Temasek) Chin Yoke Choong Bobby
c/o Interlocal Exim Pte Ltd 2 Kim Chuan Lane,
Kong Siang Group Building Singapore 532072 |
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Deputy Chairman, NTUC Enterprise Cooperative Limited |
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Singaporean |
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(Director, Temasek) Ng Chee Siong Robert
11th12th Floors,
Tsim Sha Tsui Centre, Salisbury Road,
Tsim Sha Tsui, Kowloon, Hong Kong |
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Chairman, Sino Land Company Ltd |
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Singaporean / Hong Kong PR |
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(Director, Temasek) Ho Ching
60B Orchard Road #06-18 Tower 2 The Atrium@Orchard
Singapore 238891 |
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Executive Director & CEO, Temasek |
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Singaporean |
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(Executive Director & CEO, Temasek)
Gregory L. Curl 60B Orchard Road #06-18 Tower 2
The Atrium@Orchard Singapore 238891 |
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President, Temasek International Pte. Ltd. |
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USA |
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(President, Temasek International Pte. Ltd.)
Lee Theng Kiat 60B Orchard Road #06-18 Tower 2
The Atrium@Orchard Singapore 238891
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President, Temasek International Pte. Ltd. |
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Singaporean |
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(President, Temasek International Pte. Ltd.)
Chan Wai Ching 60B Orchard Road #06-18 Tower 2
The Atrium@Orchard Singapore 238891 |
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Co-Head, Corporate Development Group Head, Organisation & People, Temasek International Pte. Ltd. |
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Singaporean |
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(Co-Head, Corporate Development Group Head, Organisation & People, Temasek International Pte. Ltd.)
Cheo Hock Kuan 60B Orchard Road #06-18 Tower 2
The Atrium@Orchard Singapore 238891 |
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Head, Strategic & Public Affairs, Temasek
International Pte. Ltd. |
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Singaporean |
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(Head, Strategic & Public Affairs, Temasek International Pte. Ltd.)
Chia Song Hwee 60B Orchard Road #06-18 Tower 2
The Atrium@Orchard Singapore 238891 |
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Head, Investment Group, Co-Head, China, Temasek International Pte. Ltd. |
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Singaporean |
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(Head, Investment Group, Co-Head, China, Temasek International Pte. Ltd.)
Dilhan Pillay Sandrasegara 60B Orchard Road #06-18 Tower 2
The Atrium@Orchard Singapore 238891 |
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Head, Enterprise Development Group, Head, Singapore, Co-Head, America, Temasek International Pte. Ltd. |
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Singaporean |
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(Head, Enterprise Development Group, Head, Singapore, Co-Head, America, Temasek International Pte. Ltd.)
David Heng 60B Orchard Road #06-18 Tower 2
The Atrium@Orchard Singapore 238891 |
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Co-Head, Markets Group, SMD, Investment Head, South East Asia, Temasek International Pte. Ltd. |
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Singaporean |
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(Co-Head, Markets Group, SMD, Investment Head, South East Asia, Temasek International Pte. Ltd.)
John Cryan 60B Orchard Road #06-18 Tower 2
The Atrium@Orchard Singapore 238891 |
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Co-Head, Portfolio & Strategy Group, President, Europe, Head, Credit Portfolio
Head, Portfolio Strategy, Head, Africa, Temasek International Pte. Ltd. |
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British |
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(Co-Head, Portfolio & Strategy Group, President, Europe, Head, Credit Portfolio, Head, Portfolio Strategy, Head, Africa, Temasek
International Pte. Ltd.) Leong Wai Leng 60B Orchard Road
#06-18 Tower 2 The Atrium@Orchard Singapore 238891 |
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Head, Corporate Development Group Chief
Financial Officer, Co-Head, Portfolio Management, Temasek Holdings (Private) Limited |
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Singaporean |
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(Head, Corporate Development Group Chief Financial Officer, Co-Head, Portfolio Management, Temasek Holdings (Private) Limited)
Nagi Adel Hamiyeh 60B Orchard Road #06-18 Tower 2
The Atrium@Orchard Singapore 238891 |
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Co-Head, Enterprise Development Group, SMD, Investment, Head, Australia & New Zealand, Head, Middle East, Co-Head, Africa, Temasek International Pte. Ltd. |
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Singaporean |
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(Co-Head, Enterprise Development Group, SMD, Investment, Head, Australia & New Zealand, Head, Middle East, Co-Head, Africa, Temasek
International Pte. Ltd.) Neil Garry McGregor 60B Orchard Road
#06-18 Tower 2 The Atrium@Orchard Singapore 238891 |
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SMD, Enterprise Development Group, Temasek International Pte. Ltd. |
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New Zealander |
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(SMD, Enterprise Development Group, Temasek International Pte. Ltd.)
Pek Siok Lan 60B Orchard Road #06-18 Tower 2
The Atrium@Orchard Singapore 238891 |
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SMD, General Counsel, Temasek International Pte. Ltd. |
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Singaporean |
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(SMD, General Counsel, Temasek International Pte. Ltd)
Ravi Mahinder Lambah 60B Orchard Road #06-18 Tower 2
The Atrium@Orchard Singapore 238891 |
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SMD, Investment, Co-Head, India, Temasek International Pte. Ltd. |
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Indian |
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(SMD, Investment, Co-Head, India, Temasek International Pte. Ltd.)
Rohit Sipahimalani 60B Orchard Road #06-18 Tower 2
The Atrium@Orchard Singapore 238891 |
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Co-Head, Investment Group, Head, India, Co-Head, Middle East, Temasek International Pte. Ltd. |
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Indian |
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(Co-Head, Investment Group, Head, India, Co-Head, Middle East, Temasek International Pte. Ltd.)
Sim Hong Boon 60B Orchard Road #06-18 Tower 2
The Atrium@Orchard Singapore 238891 |
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Head, Markets Group, President, Americas, Co-Head, Credit Portfolio, Temasek International Pte. Ltd. |
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USA |
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(Head, Markets Group, President, Americas, Co-Head, Credit Portfolio, Temasek International Pte. Ltd.)
Tan Chong Lee 60B Orchard Road #06-18 Tower 2
The Atrium@Orchard Singapore 238891 |
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Head, Portfolio and Strategy Group, Head, Portfolio Management, Head, Strategy
Co-Head, Singapore, Co-Head, Europe, Temasek International Pte. Ltd. |
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Singaporean |
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(Head, Portfolio and Strategy Group, Head, Portfolio Management, Head, Strategy, Co-Head, Singapore, Co-Head, Europe, Temasek International
Pte. Ltd.) Wu Yibing 60B Orchard Road #06-18 Tower 2
The Atrium@Orchard Singapore 238891
(Head, China, Temasek International Pte. Ltd.) |
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Head, China, Temasek International Pte. Ltd. |
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USA |
FULLERTON MANAGEMENT PTE LTD
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Name, Business Address, Position |
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Principal Occupation |
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Citizenship |
Khoo Ken Hui c/o 60B Orchard Road #06-18, Tower
2 The Atrium@Orchard Singapore 238891 |
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Director Legal & Regulations,
Temasek International Pte. Ltd. |
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Singapore PR/ Malaysian |
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Director Sio Han Boon
c/o 60B Orchard Road #06-18, Tower 2 The Atrium@Orchard
Singapore 238891
Director |
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Director Risk Management, Temasek
International Pte. Ltd. |
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Singaporean |
CAIRNHILL INVESTMENTS (MAURITIUS) PTE LTD
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Name, Business Address, Position |
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Principal Occupation |
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Citizenship |
Ashraf Ramtoola c/o CIM CORPORATE SERVICES LTD,
Les Cascades, Edith Cavell Street, Port Louis, Mauritius |
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Senior Manager, CIM Corporate Services Ltd |
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Mauritian |
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Director Rooksana Bibi Shahabally Coowar
c/o CIM CORPORATE SERVICES LTD, Les Cascades, Edith Cavell Street, Port Louis, Mauritius |
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Head of Client Management, CIM Corporate Services Ltd |
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Mauritian |
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Director Poy Weng Chuen
c/o 60B Orchard Road #06-18, Tower 2 The Atrium@Orchard
Singapore 238891 |
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Director Finance, Temasek International Pte. Ltd. |
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Singaporean |
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Director Tan Chee Wei
c/o 60B Orchard Road #06-18, Tower 2 The Atrium@Orchard
Singapore 238891
Director |
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Director Finance, Temasek International Pte. Ltd. |
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Singaporean |
MAXWELL (MAURITIUS) PTE LTD
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Name, Business Address, Position |
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Principal Occupation |
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Citizenship |
Ashraf Ramtoola c/o CIM CORPORATE SERVICES LTD,
Les Cascades, Edith Cavell Street, Port Louis, Mauritius |
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Senior Manager, CIM Corporate Services Ltd |
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Mauritian |
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Director Rooksana Bibi Shahabally Coowar
c/o CIM CORPORATE SERVICES LTD, Les Cascades, Edith Cavell Street, Port Louis, Mauritius |
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Head of Client Management, CIM Corporate Services Ltd |
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Mauritian |
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Director Poy Weng Chuen
c/o 60B Orchard Road #06-18, Tower 2 The Atrium@Orchard
Singapore 238891 |
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Director Finance, Temasek International Pte. Ltd. |
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Singaporean |
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Director Tan Chee Wei
c/o 60B Orchard Road #06-18, Tower 2 The Atrium@Orchard
Singapore 238891
Director |
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Director Finance, Temasek International Pte. Ltd. |
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Singaporean |
Exhibit 15
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on
behalf of each of them of a Statement on Schedule 13D (including any and all amendments thereto) with respect to the Shares of Amyris, Inc., and further agree that this Joint Filing Agreement shall be included as an Exhibit to such joint
filings.
The undersigned further agree that each party hereto is responsible for the timely filing of such Statement on Schedule 13D
and any amendments thereto, and for the accuracy and completeness of the information concerning such party contained therein; provided, however, that no party is responsible for the accuracy or completeness of the information concerning any other
party, unless such party knows or has reason to believe that such information is inaccurate. This Joint Filing Agreement may be signed in counterparts with the same effect as if the signature on each counterpart were upon the same instrument.
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of November 25, 2014.
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TEMASEK HOLDINGS (PRIVATE) LIMITED |
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By: |
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/s/ Choo Soo Shen Christina |
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Name: Choo Soo Shen Christina |
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Title: Authorized Signatory |
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FULLERTON MANAGEMENT PTE LTD |
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By: |
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/s/ Sio Han Boon |
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Name: Sio Han Boon |
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Title: Director |
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CAIRNHILL INVESTMENTS (MAURITIUS) PTE LTD |
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By: |
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/s/ Rooksana Shahabally |
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Name: Rooksana Shahabally |
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Title: Director |
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MAXWELL (MAURITIUS) PTE LTD |
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By: |
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/s/ Rooksana Shahabally |
|
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Name: Rooksana Shahabally |
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Title: Director |
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