Form 8-K Ceres, Inc. For: Apr 08

 

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): April 8, 2015

 

CERES, INC.

(Exact Name of registrant as Specified in its charter)

  

Delaware		001-35421		33-0727287
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)
1535 Rancho Conejo Boulevard
Thousand Oaks, CA				91320
(Address of principal executive offices)				(Zip Code)

 

Registrant’s telephone number, including area code: (805) 376-6500

 

Not Applicable
(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:

 

¨		Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨		Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨		Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨		Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

  

Item 3.03 Material Modification to Rights of Security Holders.

 

To the extent required by Item 3.03 of Form 8-K, the information contained in Item 5.03 of this Current Report on Form 8-K is incorporated by reference herein.

  

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

 

On April 8, 2015, the Ceres, Inc. (the “Company”) filed an Amendment to the Company's Amended and Restated Certificate of Incorporation (the “Certificate of Amendment”) with the Secretary of State of the State of Delaware to effect a one-for-eight reverse stock split of the Company's common stock (the “Reverse Stock Split”). The Certificate of Amendment provides that the Reverse Stock Split became effective as of 4:30 p.m., Eastern Time, on April 8, 2015 (the “Effective Time”), at which time every eight shares of the Company's issued and outstanding common stock were automatically combined into one issued and outstanding share of the Company's common stock, without any change in the par value per share. The number of authorized, but unissued, shares is not affected. No fractional shares will be issued following the reverse split. The Company’s transfer agent, American Stock Transfer and Trust Company (AST), will aggregate all fractional shares and sell them as soon as practicable at the then prevailing prices on the open market, on behalf of those stockholders who would otherwise be entitled to receive a fractional share. After the transfer agent’s completion of such sale, and upon receipt of transmittal instructions by the stockholder, stockholders will receive a cash payment from AST in an amount equal to their respective pro rata share of the total net proceeds of such sales.

 

A copy of the Certificate of Amendment is attached as Exhibit 3.1 hereto and incorporated herein by reference.

  

Trading of the Company's common stock will continue on the NASDAQ Capital Market on a Reverse Stock Split-adjusted basis. The new CUSIP number for the Company's common stock following the Reverse Stock Split is 156773400.

 

A copy of the press release announcing the Reverse Stock Split is attached as Exhibit 99.1 hereto and incorporated herein by reference.

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits 

 

Exhibit No.		Description
3.1 99.1		Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Ceres, Inc. Press release dated April 8, 2015 announcing the Reverse Stock Split

 

  

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.

 

 

	CERES, INC.
Date:  April 8, 2015	By:	/s/ Paul Kuc
		Name: Paul Kuc
		Title: Chief Financial Officer

 

 

EXHIBIT INDEX

  

Exhibit No.		Description
3.1 99.1		Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Ceres, Inc. Press release dated April 8, 2015 announcing the Reverse Stock Split

 

 

Exhibit 3.1

 

 

CERTIFICATE OF AMENDMENT
OF
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
OF
CERES, INC.

 

Ceres, Inc. (the “ Corporation ”) was incorporated under and by virtue of the General Corporation Law of the State of Delaware on March 29, 1996.

 

The Corporation DOES HEREBY CERTIFY:

 

FIRST:  The name of the Corporation is Ceres, Inc. This Certificate of Amendment amends the Amended and Restated Certificate of Incorporation filed on February 27, 2012, and was duly adopted in accordance with the provisions of Section 242 of the Delaware General Corporation Law.

 

SECOND:  That Article IV of the Amended and Restated Certificate of Incorporation is hereby amended by deleting the existing Section 1 and replacing it in its entirety with the following:

 

“ Section 1. Authorized Stock.   The aggregate number of shares of capital stock which the Corporation shall have authority to issue is Two Hundred Fifty Million (250,000,000), of which (i) Two Hundred Forty Million (240,000,000) shares shall be designated as common stock, par value $0.01 per share, and (ii) Ten Million (10,000,000) shares shall be designated as preferred stock, par value $0.01 per share (the “ Preferred Stock ”). Effective as of 4:30 p.m. Eastern Standard Time on the date of the filing of this Certificate of Amendment to the Amended and Restated Certificate of Incorporation of the Corporation (the “ Effective Time ”), a one-for-8 reverse stock split of the Corporation’s common stock shall become effective, pursuant to which each eight shares of common stock, par value $.01 per share, issued and outstanding or held as treasury shares at the Effective Time (hereinafter called “ Old Common Stock ”), shall be reclassified and combined into one share of common stock, par value $.01 per share (hereinafter called “ Common Stock ”), automatically and without any action by the holder thereof, subject to the treatment of fractional shares, shall represent one share of Common Stock from and after the Effective Time. (1) No fractional shares of Common Stock shall be issued as a result of such reclassification and combination. In lieu of any fractional shares to which any holder of Common Stock would otherwise be entitled, the Corporation's transfer agent shall aggregate all fractional shares and sell them as soon as practicable after the Effective Time at the then prevailing prices on the open market, on behalf of those stockholders who would otherwise be entitled to receive a fractional share. After the transfer agent's completion of such sale, stockholders shall receive a cash payment from the transfer agent in an amount equal to their respective pro rata shares of the total net proceeds of that sale. Each stock certificate that, immediately prior to the Effective Time, represented shares of Old Common Stock shall, from and after the Effective Time, automatically and without the necessity of presenting the same for exchange, represent that number of shares of Common Stock into which the shares of Old Common Stock represented by such certificate shall have been reclassified and combined.

 

The Corporation’s authorized shares of Common Stock, each having a par value of $0.01 per share, shall not be changed.

 

THIRD:  This Certificate of Amendment to the Amended and Restated Certificate of Incorporation has been duly adopted by the Board of Directors and stockholders of the Corporation in accordance with Section 242 of the Delaware General Corporation Law.

 

 

IN WITNESS WHEREOF, the undersigned hereby signs this Certificate of Amendment of the Amended and Restated Certificate of Incorporation on this 8^th day of April 2015.

 

 

	CERES, INC.
	By:	/s/ Richard W. Hamilton Name: Richard W. Hamilton, Ph.D. Title: President and Chief Executive Officer

 

 

 

By:

/s/ Wilfriede van Assche Name: Wilfriede van Assche Title: Secretary

 

 

 

Exhibit 99.1

 

 

 

Ceres Announces One-For-Eight Reverse Stock Split

 

THOUSAND OAKS, Calif. – April 8, 2015 – Ceres, Inc. (Nasdaq: CERE), an agricultural biotechnology company, today announced that the company has completed a 1-for-8 reverse stock split of its common stock, effective as of 4:30 pm Eastern time today. Beginning with the opening of trading on April 9, 2015, the company’s common stock will trade on the NASDAQ Capital Market on a split-adjusted basis under a new CUSIP number 156773400.

 

As previously disclosed, the company’s stockholders approved an amendment authorizing the reverse stock split at the Annual Meeting of Stockholders held on March 12, 2015. The specific one-for-eight ratio was subsequently approved by the company’s Board of Directors and the reverse split was effected by filing a Certificate of Amendment to the company's Amended and Restated Certificate of Incorporation with the Secretary of State of Delaware.

 

As a result of the reverse stock split, every eight shares of the company’s common stock were automatically combined and converted into one issued and outstanding share of common stock, with no change in the par value per share. The reverse stock split affects all shares of the company's common stock outstanding, as well as the number of shares of common stock available for issuance under the company's equity incentive plans. In addition, the number of shares of common stock issuable upon the exercise of stock options or warrants outstanding were proportionally adjusted. As a result, each stockholder's percentage ownership interest and proportional voting power remains unchanged and the rights and privileges of the holders of the company's common stock are unaffected. Stockholders are not required to take any action.

 

The reverse stock split will reduce the total number of shares of the company's common stock outstanding from approximately 48 million shares to approximately 6 million shares.

 

No fractional shares will be issued following the reverse split. The company’s transfer agent, American Stock Transfer and Trust company (AST), will aggregate all fractional shares and sell them as soon as practicable at the then prevailing prices on the open market, on behalf of those stockholders who would otherwise be entitled to receive a fractional share. After the transfer agent’s completion of such sale, stockholders holding common stock certificates will receive a letter of transmittal from the company's transfer agent. Upon return of transmittal instructions, stockholders will receive a cash payment from AST in an amount equal to their respective pro rata share of the total net proceeds of such sales.

 

AST is acting as exchange agent for the reverse stock split. AST will provide transmittal instructions to stockholders with physical certificates regarding the optional process for exchanging their pre-split stock certificates for post-split stock certificates. Additional information regarding the reverse stock split can be found in the company's definitive proxy statement filed with the Securities and Exchange Commission on February 11, 2015. AST may be reached by telephone at 877-248-6417 or 718-921-8317.

 

 

About Ceres

 

Ceres, Inc. is an agricultural biotechnology company that develops and markets seeds to produce crops for forage, biofuels and other markets that utilize plant biomass. The company’s advanced plant breeding and biotechnology technology platforms, which can increase crop productivity, improve quality, reduce crop inputs and improve cultivation on marginal land, have broad application across multiple crops, including food, feed, fiber and fuel crops. Ceres markets its seed products under its Blade brand. The company also licenses its biotech traits and technology, including its Persephone genome visualization software, to other life science companies and organizations.

 

Ceres Forward-Looking Statements
This press release may contain forward-looking statements. All statements, other than statements of historical facts, including statements regarding Ceres’ efforts to develop and commercialize its products and technology, anticipated yields and product performance, status of crop plantings, short-term and long-term business strategies, market and industry expectations, future operating metrics, and future results of operations and financial position are forward-looking statements. You should not place undue reliance on these forward-looking statements because they involve known and unknown risks, uncertainties and other factors that are, in some cases, beyond Ceres’ control. Factors that could materially affect actual results can be found in Ceres’ filings with the Securities and Exchange Commission. Ceres undertakes no obligation to update publicly, except to the extent required by law, any forward-looking statements for any reason after the date it issues this press release to conform these statements to actual results or to changes in Ceres’ expectations.

 

Contact:

Gary Koppenjan

(805) 375-7801 | [email protected]

 

 

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