Attached files
| file | filename |
|---|---|
| EX-31.04 - SECTION 302 CERTIFICATE OF CFO - AMYRIS, INC. | amrs201110-kaexhibit3104.htm |
| EX-10.14 - REVOLVING CREDIT FACILITY LETTER AGREEMENT DATED DEC. 23, 2010 - AMYRIS, INC. | amrs201110-kaexhibit1014bo.htm |
| EX-10.19 - FIRST AMENDMENT TO TECHNOLOGY LICENSE, DEVELOPMENT, RESEARCH AND COLLABORATION AGREEMENT DATED NOV. 23, 2011 - AMYRIS, INC. | amrs201110-kaexhibit1019fi.htm |
| EX-31.03 - SECTION 302 CERTIFICATE OF CEO - AMYRIS, INC. | amrs201110-kaexhibit3103.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
FORM 10-K/A
(Amendment No. 1)
(Mark One)
x | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended December 31, 2011
OR
¨ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the Transition Period from to
Commission File Number: 001-34885
AMYRIS, INC.
(Exact name of registrant as specified in its charter)
Delaware | 55-0856151 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |
5885 Hollis Street, Suite 100, Emeryville, California | 94608 | |
(Address of principal executive office) | (Zip Code) | |
(510) 450-0761
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Name of each exchange on which registered | |
Common Stock, $0.0001 par value per share | The NASDAQ Stock Market LLC (NASDAQ Global Select Market) | |
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ¨ No x
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ¨ No x
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No ¨
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. x
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one.)
Large accelerated filer | x | Accelerated filer | ¨ | |||
Non-accelerated filer | ¨(Do not check if a smaller reporting company) | Smaller reporting company | ¨ | |||
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act.): Yes ¨ No x
As of June 30, 2011, the last business day of the registrant’s most recently completed second fiscal quarter, the aggregate market value of the voting stock held by non-affiliates of the registrant was approximately $755.7 million, based on the closing price of the registrant’s common stock on the NASDAQ Global Market.
56,259,745 shares of the Registrant’s common stock, par value $0.0001 per share, were outstanding as of February 23, 2012.
DOCUMENTS INCORPORATED BY REFERENCE
None.
AMYRIS, INC.
FORM 10-K/A
Explanatory Note
This Amendment No. 1 on Form 10-K/A (the “Amendment”) amends the Annual Report on Form 10-K (the “Original Annual Report”) for the year ended December 31, 2011, which was originally filed with the Securities and Exchange Commission (the “SEC”) on February 28, 2012. We are filing this Amendment in response to a comment letter received from the SEC (the “Comment Letter”) in connection with its review of our application for confidential treatment for certain omitted portions of Exhibits 10.14 and 10.19, among others. We have modified Part IV Item 15(b), “Exhibits,” and the Exhibit Index in this Amendment to reflect that confidential treatment for Exhibit 10.14 is no longer requested and that confidential treatment for Exhibit 10.19 continues to be requested. We are re-filing herewith Exhibit 10.14 in its entirety and Exhibit 10.19 omitting certain portions for which we have applied for confidential treatment.
Except as described above, no attempt has been made in this Amendment to modify or update other disclosures presented in the Original Annual Report. This Amendment does not reflect events occurring after the filing of the Original Annual Report or modify or update those disclosures, including the exhibits to the Original Annual Report affected by subsequent events. Accordingly, this Amendment should be read in conjunction with our filings with the SEC subsequent to the filing of the Original Annual Report, including any amendments to those filings.
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
(b) | Exhibits. |
The exhibits listed below are required by Item 601 of Regulation S-K.
Exhibit Index | Previously Filed | Filed Herewith | ||||||||||
Description | Form | File No. | Filing Date | File No. | ||||||||
3.01 | Restated Certificate of Incorporation | 10-Q | 001-34885 | November 10, 2010 | 3.01 | |||||||
3.02 | Restated Bylaws | 10-Q | 001-34885 | November 10, 2010 | 3.02 | |||||||
4.01 | Form of Stock Certificate | S-1 | 333-166135 | July 6, 2010 | 4.01 | |||||||
4.02 | Amended and Restated Investors’ Rights Agreement dated June 21, 2010 among registrant and registrant’s security holders listed therein | S-1 | 333-166135 | June 23, 2010 | 4.02 | |||||||
4.03 | Stock Purchase Warrant dated September 23, 2008 issued to ES East Associates, LLC | S-1 | 333-166135 | April 16, 2010 | 4.08 | |||||||
4.04 | Amendment No. 1, dated April 8, 2010, to Stock Purchase Warrant between ES East Associates, LLC and registrant | S-1 | 333-166135 | April 16, 2010 | 4.09 | |||||||
4.05 | Stock Purchase Warrant dated March 6, 2008 issued to Starfish, LLC | S-1 | 333-166135 | April 16, 2010 | 4.10 | |||||||
4.06 | Amendment No. 1, dated April 8, 2010, to Stock Purchase Warrant between Starfish, LLC and registrant | S-1 | 333-166135 | April 16, 2010 | 4.11 | |||||||
4.07 | Warrant to Purchase Stock dated December 23, 2011 issued to ATEL Ventures, Inc. | 10-K | 001-34885 | February 28, 2012 | 4.07 | |||||||
4.08 | Side Letter, dated June 21, 2010, between registrant and Total Gas & Power USA, SAS | S-1 | 333-166135 | April 16, 2010 | 4.19 | |||||||
Exhibit Index | Previously Filed | Filed Herewith | ||||||||||
Description | Form | File No. | Filing Date | Exhibit | ||||||||
10.01 | Form of Indemnity Agreement between registrant and its directors and officers | S-1 | 333-166135 | June 23, 2010 | 10.01 | |||||||
10.02a | Uncommitted Facility Letter dated November 25, 2008 between BNP Paribas and Amyris Fuels, Inc. | S-1 | 333-166135 | August 31, 2010 | 10.02 | |||||||
10.03a | Amendment to Uncommitted Facility Letter dated October 7, 2009 among registrant, BNP Paribas and Amyris Fuels, LLC | S-1 | 333-166135 | August 31, 2010 | 10.03 | |||||||
10.04 | Amendment No. 2 to Uncommitted Facility Letter dated March 8, 2010 between registrant, BNP Paribas and Amyris Fuels, LLC | S-1 | 333-166135 | August 31, 2010 | 10.04 | |||||||
10.05 | Amendment No. 3 to Uncommitted Credit Facility Letter, dated February 7, 2011, between registrant, BNP Paribas and Amyris Fuels, LLC | 10-Q | 001-34885 | August 11, 2011 | 10.03 | |||||||
10.06 | Amendment No. 4 to Uncommitted Credit Facility Letter, dated May 24, 2011, between registrant, BNP Paribas and Amyris Fuels, LLC | 10-Q | 001-34885 | August 11, 2011 | 10.04 | |||||||
10.07 | Plain English Master Lease Agreement, dated March 14, 2008, between registrant and TriplePoint Capital LLC | S-1 | 333-166135 | April 16, 2010 | 10.04 | |||||||
10.08 | First Amendment, dated September 18, 2009, to Plain English Master Lease Agreement between registrant and TriplePoint Capital LLC | S-1 | 333-166135 | April 16, 2010 | 10.05 | |||||||
10.09 | Assistance Agreement, dated December 30, 2009, as modified by Assistance Agreement dated March 26, 2010, between registrant and the U.S. Department of Energy, together with schedules and supplements thereto | S-1 | 333-166135 | April 16, 2010 | 10.09 | |||||||
10.10 | Modification No. 2, dated April 19, 2010, to Assistance Agreement between registrant and the U.S. Department of Energy | S-1 | 333-166135 | May 25, 2010 | 10.13 | |||||||
10.11bc | Agreement for Credit Opening, dated November 16, 2011, between Amyris Brasil Ltda. and Banco Nacional de Desenvolvimento Econȏmico e Social - BNDES | 10-K | 001-34885 | February 28, 2012 | 10.11 | |||||||
10.12b | Corporate Guarantee, dated November 28, 2011, issued by registrant to Banco Nacional de Desenvolvimento Econȏmico e Social - BNDES | 10-K | 001-34885 | February 28, 2012 | 10.12 | |||||||
10.13c | Bank Credit Agreement, dated December 21, 2011, between Amyris Brasil Ltda. and Banco Pine S.A. | 10-K | 001-34885 | February 28, 2012 | 10.13 | |||||||
10.14 | Revolving Credit Facility letter agreement, dated December 23, 2010, between registrant and Bank of the West | X | ||||||||||
10.15a | Joint Venture Agreement dated April 14, 2010 among registrant, Amyris Brasil S.A. and Usina São Martinho S.A. | S-1 | 333-166135 | August 31, 2010 | 10.14 | |||||||
10.16a | Shareholders’ Agreement dated April 14, 2010 among registrant, Amyris Brasil S.A. and Usina São Martinho S.A. | S-1 | 333-166135 | May 25, 2010 | 10.17 | |||||||
10.17a | Technology License, Development, Research and Collaboration Agreement, dated June 21, 2010, between registrant and Total Gas & Power USA Biotech, Inc. | S-1 | 333-16135 | September 20, 2010 | 10.46 | |||||||
10.18 | Letter agreement, dated January 11, 2011, between registrant and Total Gas & Power USA Biotech, Inc. | 10-Q | 001-34885 | May 11, 2011 | 10.01 | |||||||
Exhibit Index | Previously Filed | Filed Herewith | ||||||||||
Description | Form | File No. | Filing Date | Exhibit | ||||||||
10.19b | First Amendment to Technology License, Development, Research and Collaboration Agreement, dated November 23, 2011, between registrant and Total Gas & Power USA SAS | X | ||||||||||
10.20a | Joint Venture Implementation Agreement dated June 3, 2011 among Amyris, Inc., Amyris Brasil S.A., Cosan Combustíveis e Lubrificantes S.A. and Cosan S.A. Indústria e Comércio | 10-Q | 001-34885 | August 11, 2011 | 10.01 | |||||||
10.21a | Shareholders' Agreement, dated June 3, 2011, among Amyris Brasil S.A., Cosan Combustíveis e Lubrificantes S.A. and Novvi S.A. | 10-Q | 001-34885 | August 11, 2011 | 10.02 | |||||||
10.22 | Lease, dated August 22, 2007, between registrant and ES East Associates, LLC | S-1 | 333-166135 | April 16, 2010 | 10.17 | |||||||
10.23 | First Amendment, dated March 10, 2008, to Lease between registrant and ES East Associates, LLC | S-1 | 333-166135 | April 16, 2010 | 10.18 | |||||||
10.24 | Second Amendment, dated April 25, 2008, to Lease between registrant and ES East Associates, LLC | S-1 | 333-166135 | April 16, 2010 | 10.19 | |||||||
10.25 | Third Amendment, dated July 31, 2008, to Lease between registrant and ES East Associates, LLC | S-1 | 333-166135 | April 16, 2010 | 10.20 | |||||||
10.26 | Fourth Amendment, dated November 14, 2009, to Lease between registrant and ES East Associates, LLC | S-1 | 333-166135 | April 16, 2010 | 10.21 | |||||||
10.27 | Fifth Amendment, dated October 15, 2010, to Lease between registrant and ES East, LLC. | 10-K | 001-34885 | March 14, 2011 | 10.17 | |||||||
10.28 | Lease dated April 25, 2008 between registrant and EmeryStation Triangle, LLC | S-1 | 333-166135 | April 16, 2010 | 10.22 | |||||||
10.29 | Letter, dated April 25, 2008, amending Lease between registrant and EmeryStation Triangle, LLC | S-1 | 333-166135 | April 16, 2010 | 10.23 | |||||||
10.30 | Second Amendment, dated February 5, 2010, to Lease between registrant and EmeryStation Triangle, LLC | S-1 | 333-166135 | April 16, 2010 | 10.24 | |||||||
10.31 | Pilot Plant Expansion Right Letter dated December 22, 2008 between registrant and EmeryStation Triangle, LLC | S-1 | 333-166135 | April 16, 2010 | 10.25 | |||||||
10.32bc | Lease Agreement dated, August 10, 2011, between Amyris Brasil Ltda. and Techno Park Empreendimentos e Administraҫão Imobiliária Ltda. | 10-K | 001-34885 | February 28, 2012 | 10.32 | |||||||
Exhibit Index | Previously Filed | Filed Herewith | ||||||||||
Description | Form | File No. | Filing Date | Exhibit | ||||||||
10.33d | Offer Letter dated September 27, 2006 between registrant and John Melo | S-1 | 333-16135 | April 16, 2010 | 10.27 | |||||||
10.34d | Amendment, dated December 18, 2008, between registrant and John Melo | S-1 | 333-16135 | April 16, 2010 | 10.28 | |||||||
10.35d | Offer Letter, dated January 17, 2008, between registrant and Jeryl Hilleman | S-1 | 333-16135 | April 16, 2010 | 10.31 | |||||||
10.36d | Amendment, dated December 18, 2008, between registrant and Jeryl Hilleman | S-1 | 333-16135 | April 16, 2010 | 10.32 | |||||||
10.37d | Letter Agreement dated August 2, 2011 between Amyris, Inc. and Jeryl Hilleman | 10-Q | 001-34885 | November 9, 2011 | 10.01 | |||||||
10.38d | Offer Letter, dated November 9, 2009, between registrant and Peter Boynton | 10-Q | 001-34885 | August 11, 2011 | 10.05 | |||||||
10.39d | Letter Confirming Amended and Restated Terms of Employment, dated April 18, 2011, between Amyris, Inc. and Mario Portela | 10-Q | 001-34885 | August 11, 2011 | 10.06 | |||||||
10.40d | Offer Letter, dated January 24, 2005, between registrant and Tamara Tompkins | S-1 | 333-16135 | April 16, 2010 | 10.35 | |||||||
10.41d | Amendment, dated January 15, 2009, between registrant and Tamara Tompkins | S-1 | 333-16135 | April 16, 2010 | 10.36 | |||||||
10.42d | 2005 Stock Option/Stock Issuance Plan | 10-Q | 001-34885 | November 9, 2011 | 10.02 | |||||||
10.43d | Form of Notice of Grant of Stock Option under registrant’s 2005 Stock Option/Stock Issuance Plan | S-1 | 333-16135 | April 16, 2010 | 10.38 | |||||||
10.44d | Form of Notice of Grant of Stock Option (non-Exempt) under registrant’s 2005 Stock Option/Stock Issuance Plan | S-1 | 333-16135 | April 16, 2010 | 10.39 | |||||||
10.45d | Form of Notice of Grant of Stock Option (non-US) under registrant’s 2005 Stock Option/Stock Issuance Plan | S-1 | 333-16135 | April 16, 2010 | 10.40 | |||||||
10.46d | Form of Stock Option Agreement under registrant’s 2005 Stock Option/Stock Issuance Plan | S-1 | 333-16135 | April 16, 2010 | 10.41 | |||||||
10.47d | Form of Stock Option Agreement (non-US) under registrant’s 2005 Stock Option/Stock Issuance Plan | S-1 | 333-16135 | April 16, 2010 | 10.42 | |||||||
10.48d | Form of Stock Purchase Agreement under registrant’s 2005 Stock Option/Stock Issuance Plan | S-1 | 333-16135 | April 16, 2010 | 10.43 | |||||||
Exhibit Index | Previously Filed | Filed Herewith | ||||||||||
Description | Form | File No. | Filing Date | Exhibit | ||||||||
10.49d | Form of Stock Purchase Agreement (non-US) under registrant’s 2005 Stock Option/Stock Issuance Plan | S-1 | 333-16135 | April 16, 2010 | 10.44 | |||||||
10.50d | 2010 Equity Incentive Plan and forms of award agreements thereunder | S-1 | 333-16135 | June 23, 2010 | 10.46 | |||||||
10.51d | 2010 Employee Stock Purchase Plan and forms of award agreements thereunder | S-1 | 333-16135 | September 20, 2010 | 10.45 | |||||||
10.52de | Compensation arrangements between registrant and its non-employee directors | e | ||||||||||
10.53df | Compensation arrangements between registrant and its executive officers | f | ||||||||||
21.01 | List of subsidiaries | 10-K | 001-34885 | February 28, 2012 | 21.01 | |||||||
23.01 | Consent of PricewaterhouseCoopers LLP, independent registered public accounting firm | 10-K | 001-34885 | February 28, 2012 | 23.01 | |||||||
24.01 | Power of Attorney | 10-K | 001-34885 | February 28, 2012 | 24.01 | |||||||
31.01 | Certification of Chief Executive Officer pursuant to Securities Exchange Act Rules 13a-14(c) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | 10-K | 001-34885 | February 28, 2012 | 31.01 | |||||||
31.02 | Certification of Chief Financial Officer pursuant to Securities Exchange Act Rules 13a-14(c) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | 10-K | 001-34885 | February 28, 2012 | 31.02 | |||||||
31.03 | Certification of Chief Executive Officer pursuant to Securities Exchange Act Rules 13a-14(c) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | X | ||||||||||
31.04 | Certification of Chief Financial Officer pursuant to Securities Exchange Act Rules 13a-14(c) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | X | ||||||||||
32.01g | Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | 10-K | 001-34885 | February 28, 2012 | 32.01 | |||||||
32.02g | Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | 10-K | 001-34885 | February 28, 2012 | 32.02 | |||||||
101h | The following materials from registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 2011, formatted in XBRL (Extensible Business Reporting Language): (i) the Consolidated Statements of Operations; (ii) the Consolidated Balance Sheets; (iii) the Consolidated Statements of Comprehensive Income; (iv) the Consolidated Statements of Convertible Preferred Stock, Redeemable Noncontrolling Interest and Equity (Deficit); (v) the Consolidated Statements of Cash Flows; and (vi) Notes to Consolidated Financial Statements. | 10-K | 001-34885 | February 28, 2012 | 101 | |||||||
a. | Portions of this exhibit, which have been granted confidential treatment by the Securities and Exchange Commission, have been omitted. |
b. | Portions of this exhibit have been omitted pending a determination by the Securities and Exchange Commission as to whether these portions should be granted confidential treatment. |
c. | Translation to English from Portuguese in accordance with Rule 12b-12(d) of the regulations promulgated by the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). |
d. | Indicates management contract or compensatory plan or arrangement. |
e. | Description contained under the heading "Director Compensation" in registrant's definitive proxy materials filed with the Securities and Exchange Commission on April 8, 2011 and incorporated herein by reference. |
f. | Descriptions contained (i) under the heading "Executive Compensation" in registrant's definitive proxy materials filed with the Securities and Exchange Commission on April 8, 2011 and (ii) in registrant's Current Report on Form 8-K filed with the Securities and Exchange Commission on May 2, 2011, and incorporated herein by reference. |
g. | This certification shall not be deemed “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liability of that Section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended or the Exchange Act. |
h. | Pursuant to applicable securities laws and regulations, the Company is deemed to have complied with the reporting obligation relating to the submission of interactive data files in such exhibits and is not subject to liability under any anti-fraud provisions of the federal securities laws as long as the Company has made a good faith attempt to comply with the submission requirements and promptly amends the interactive data files after becoming aware that the interactive data files fails to comply with the submission requirements. These interactive data files are deemed not filed or part of a registration statement or prospectus for purposes of sections 11 or 12 of the Securities Act, are deemed not filed for purposes of section 18 of the Exchange Act and otherwise are not subject to liability under these sections. |
SIGNATURE
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Amendment No. 1 to the Annual Report on Form 10-K/A to be signed on its behalf by the undersigned, thereunto duly authorized.
AMYRIS, INC.
Dated: May 2, 2012 By: /s/ John G. Melo
JOHN G. MELO
President and Chief Executive Officer
EXHIBIT INDEX
Exhibit Index | Previously Filed | Filed Herewith | ||||||||||
Description | Form | File No. | Filing Date | File No. | ||||||||
3.01 | Restated Certificate of Incorporation | 10-Q | 001-34885 | November 10, 2010 | 3.01 | |||||||
3.02 | Restated Bylaws | 10-Q | 001-34885 | November 10, 2010 | 3.02 | |||||||
4.01 | Form of Stock Certificate | S-1 | 333-166135 | July 6, 2010 | 4.01 | |||||||
4.02 | Amended and Restated Investors’ Rights Agreement dated June 21, 2010 among registrant and registrant’s security holders listed therein | S-1 | 333-166135 | June 23, 2010 | 4.02 | |||||||
4.03 | Stock Purchase Warrant dated September 23, 2008 issued to ES East Associates, LLC | S-1 | 333-166135 | April 16, 2010 | 4.08 | |||||||
4.04 | Amendment No. 1, dated April 8, 2010, to Stock Purchase Warrant between ES East Associates, LLC and registrant | S-1 | 333-166135 | April 16, 2010 | 4.09 | |||||||
4.05 | Stock Purchase Warrant dated March 6, 2008 issued to Starfish, LLC | S-1 | 333-166135 | April 16, 2010 | 4.10 | |||||||
4.06 | Amendment No. 1, dated April 8, 2010, to Stock Purchase Warrant between Starfish, LLC and registrant | S-1 | 333-166135 | April 16, 2010 | 4.11 | |||||||
4.07 | Warrant to Purchase Stock dated December 23, 2011 issued to ATEL Ventures, Inc. | 10-K | 001-34885 | February 28, 2012 | 4.07 | |||||||
4.08 | Side Letter, dated June 21, 2010, between registrant and Total Gas & Power USA, SAS | S-1 | 333-166135 | April 16, 2010 | 4.19 | |||||||
Exhibit Index | Previously Filed | Filed Herewith | ||||||||||
Description | Form | File No. | Filing Date | Exhibit | ||||||||
10.01 | Form of Indemnity Agreement between registrant and its directors and officers | S-1 | 333-166135 | June 23, 2010 | 10.01 | |||||||
10.02a | Uncommitted Facility Letter dated November 25, 2008 between BNP Paribas and Amyris Fuels, Inc. | S-1 | 333-166135 | August 31, 2010 | 10.02 | |||||||
10.03a | Amendment to Uncommitted Facility Letter dated October 7, 2009 among registrant, BNP Paribas and Amyris Fuels, LLC | S-1 | 333-166135 | August 31, 2010 | 10.03 | |||||||
10.04 | Amendment No. 2 to Uncommitted Facility Letter dated March 8, 2010 between registrant, BNP Paribas and Amyris Fuels, LLC | S-1 | 333-166135 | August 31, 2010 | 10.04 | |||||||
10.05 | Amendment No. 3 to Uncommitted Credit Facility Letter, dated February 7, 2011, between registrant, BNP Paribas and Amyris Fuels, LLC | 10-Q | 001-34885 | August 11, 2011 | 10.03 | |||||||
10.06 | Amendment No. 4 to Uncommitted Credit Facility Letter, dated May 24, 2011, between registrant, BNP Paribas and Amyris Fuels, LLC | 10-Q | 001-34885 | August 11, 2011 | 10.04 | |||||||
10.07 | Plain English Master Lease Agreement, dated March 14, 2008, between registrant and TriplePoint Capital LLC | S-1 | 333-166135 | April 16, 2010 | 10.04 | |||||||
10.08 | First Amendment, dated September 18, 2009, to Plain English Master Lease Agreement between registrant and TriplePoint Capital LLC | S-1 | 333-166135 | April 16, 2010 | 10.05 | |||||||
10.09 | Assistance Agreement, dated December 30, 2009, as modified by Assistance Agreement dated March 26, 2010, between registrant and the U.S. Department of Energy, together with schedules and supplements thereto | S-1 | 333-166135 | April 16, 2010 | 10.09 | |||||||
10.10 | Modification No. 2, dated April 19, 2010, to Assistance Agreement between registrant and the U.S. Department of Energy | S-1 | 333-166135 | May 25, 2010 | 10.13 | |||||||
10.11bc | Agreement for Credit Opening, dated November 16, 2011, between Amyris Brasil Ltda. and Banco Nacional de Desenvolvimento Econȏmico e Social - BNDES | 10-K | 001-34885 | February 28, 2012 | 10.11 | |||||||
10.12b | Corporate Guarantee, dated November 28, 2011, issued by registrant to Banco Nacional de Desenvolvimento Econȏmico e Social - BNDES | 10-K | 001-34885 | February 28, 2012 | 10.12 | |||||||
10.13c | Bank Credit Agreement, dated December 21, 2011, between Amyris Brasil Ltda. and Banco Pine S.A. | 10-K | 001-34885 | February 28, 2012 | 10.13 | |||||||
10.14 | Revolving Credit Facility letter agreement, dated December 23, 2010, between registrant and Bank of the West | X | ||||||||||
10.15a | Joint Venture Agreement dated April 14, 2010 among registrant, Amyris Brasil S.A. and Usina São Martinho S.A. | S-1 | 333-166135 | August 31, 2010 | 10.14 | |||||||
10.16a | Shareholders’ Agreement dated April 14, 2010 among registrant, Amyris Brasil S.A. and Usina São Martinho S.A. | S-1 | 333-166135 | May 25, 2010 | 10.17 | |||||||
10.17a | Technology License, Development, Research and Collaboration Agreement, dated June 21, 2010, between registrant and Total Gas & Power USA Biotech, Inc. | S-1 | 333-16135 | September 20, 2010 | 10.46 | |||||||
10.18 | Letter agreement, dated January 11, 2011, between registrant and Total Gas & Power USA Biotech, Inc. | 10-Q | 001-34885 | May 11, 2011 | 10.01 | |||||||
Exhibit Index | Previously Filed | Filed Herewith | ||||||||||
Description | Form | File No. | Filing Date | Exhibit | ||||||||
10.19b | First Amendment to Technology License, Development, Research and Collaboration Agreement, dated November 23, 2011, between registrant and Total Gas & Power USA SAS | X | ||||||||||
10.20a | Joint Venture Implementation Agreement dated June 3, 2011 among Amyris, Inc., Amyris Brasil S.A., Cosan Combustíveis e Lubrificantes S.A. and Cosan S.A. Indústria e Comércio | 10-Q | 001-34885 | August 11, 2011 | 10.01 | |||||||
10.21a | Shareholders' Agreement, dated June 3, 2011, among Amyris Brasil S.A., Cosan Combustíveis e Lubrificantes S.A. and Novvi S.A. | 10-Q | 001-34885 | August 11, 2011 | 10.02 | |||||||
10.22 | Lease, dated August 22, 2007, between registrant and ES East Associates, LLC | S-1 | 333-166135 | April 16, 2010 | 10.17 | |||||||
10.23 | First Amendment, dated March 10, 2008, to Lease between registrant and ES East Associates, LLC | S-1 | 333-166135 | April 16, 2010 | 10.18 | |||||||
10.24 | Second Amendment, dated April 25, 2008, to Lease between registrant and ES East Associates, LLC | S-1 | 333-166135 | April 16, 2010 | 10.19 | |||||||
10.25 | Third Amendment, dated July 31, 2008, to Lease between registrant and ES East Associates, LLC | S-1 | 333-166135 | April 16, 2010 | 10.20 | |||||||
10.26 | Fourth Amendment, dated November 14, 2009, to Lease between registrant and ES East Associates, LLC | S-1 | 333-166135 | April 16, 2010 | 10.21 | |||||||
10.27 | Fifth Amendment, dated October 15, 2010, to Lease between registrant and ES East, LLC. | 10-K | 001-34885 | March 14, 2011 | 10.17 | |||||||
10.28 | Lease dated April 25, 2008 between registrant and EmeryStation Triangle, LLC | S-1 | 333-166135 | April 16, 2010 | 10.22 | |||||||
10.29 | Letter, dated April 25, 2008, amending Lease between registrant and EmeryStation Triangle, LLC | S-1 | 333-166135 | April 16, 2010 | 10.23 | |||||||
10.30 | Second Amendment, dated February 5, 2010, to Lease between registrant and EmeryStation Triangle, LLC | S-1 | 333-166135 | April 16, 2010 | 10.24 | |||||||
10.31 | Pilot Plant Expansion Right Letter dated December 22, 2008 between registrant and EmeryStation Triangle, LLC | S-1 | 333-166135 | April 16, 2010 | 10.25 | |||||||
10.32bc | Lease Agreement dated, August 10, 2011, between Amyris Brasil Ltda. and Techno Park Empreendimentos e Administraҫão Imobiliária Ltda. | 10-K | 001-34885 | February 28, 2012 | 10.32 | |||||||
Exhibit Index | Previously Filed | Filed Herewith | ||||||||||
Description | Form | File No. | Filing Date | Exhibit | ||||||||
10.33d | Offer Letter dated September 27, 2006 between registrant and John Melo | S-1 | 333-16135 | April 16, 2010 | 10.27 | |||||||
10.34d | Amendment, dated December 18, 2008, between registrant and John Melo | S-1 | 333-16135 | April 16, 2010 | 10.28 | |||||||
10.35d | Offer Letter, dated January 17, 2008, between registrant and Jeryl Hilleman | S-1 | 333-16135 | April 16, 2010 | 10.31 | |||||||
10.36d | Amendment, dated December 18, 2008, between registrant and Jeryl Hilleman | S-1 | 333-16135 | April 16, 2010 | 10.32 | |||||||
10.37d | Letter Agreement dated August 2, 2011 between Amyris, Inc. and Jeryl Hilleman | 10-Q | 001-34885 | November 9, 2011 | 10.01 | |||||||
10.38d | Offer Letter, dated November 9, 2009, between registrant and Peter Boynton | 10-Q | 001-34885 | August 11, 2011 | 10.05 | |||||||
10.39d | Letter Confirming Amended and Restated Terms of Employment, dated April 18, 2011, between Amyris, Inc. and Mario Portela | 10-Q | 001-34885 | August 11, 2011 | 10.06 | |||||||
10.40d | Offer Letter, dated January 24, 2005, between registrant and Tamara Tompkins | S-1 | 333-16135 | April 16, 2010 | 10.35 | |||||||
10.41d | Amendment, dated January 15, 2009, between registrant and Tamara Tompkins | S-1 | 333-16135 | April 16, 2010 | 10.36 | |||||||
10.42d | 2005 Stock Option/Stock Issuance Plan | 10-Q | 001-34885 | November 9, 2011 | 10.02 | |||||||
10.43d | Form of Notice of Grant of Stock Option under registrant’s 2005 Stock Option/Stock Issuance Plan | S-1 | 333-16135 | April 16, 2010 | 10.38 | |||||||
10.44d | Form of Notice of Grant of Stock Option (non-Exempt) under registrant’s 2005 Stock Option/Stock Issuance Plan | S-1 | 333-16135 | April 16, 2010 | 10.39 | |||||||
10.45d | Form of Notice of Grant of Stock Option (non-US) under registrant’s 2005 Stock Option/Stock Issuance Plan | S-1 | 333-16135 | April 16, 2010 | 10.40 | |||||||
10.46d | Form of Stock Option Agreement under registrant’s 2005 Stock Option/Stock Issuance Plan | S-1 | 333-16135 | April 16, 2010 | 10.41 | |||||||
10.47d | Form of Stock Option Agreement (non-US) under registrant’s 2005 Stock Option/Stock Issuance Plan | S-1 | 333-16135 | April 16, 2010 | 10.42 | |||||||
10.48d | Form of Stock Purchase Agreement under registrant’s 2005 Stock Option/Stock Issuance Plan | S-1 | 333-16135 | April 16, 2010 | 10.43 | |||||||
Exhibit Index | Previously Filed | Filed Herewith | ||||||||||
Description | Form | File No. | Filing Date | Exhibit | ||||||||
10.49d | Form of Stock Purchase Agreement (non-US) under registrant’s 2005 Stock Option/Stock Issuance Plan | S-1 | 333-16135 | April 16, 2010 | 10.44 | |||||||
10.50d | 2010 Equity Incentive Plan and forms of award agreements thereunder | S-1 | 333-16135 | June 23, 2010 | 10.46 | |||||||
10.51d | 2010 Employee Stock Purchase Plan and forms of award agreements thereunder | S-1 | 333-16135 | September 20, 2010 | 10.45 | |||||||
10.52de | Compensation arrangements between registrant and its non-employee directors | e | ||||||||||
10.53df | Compensation arrangements between registrant and its executive officers | f | ||||||||||
21.01 | List of subsidiaries | 10-K | 001-34885 | February 28, 2012 | 21.01 | |||||||
23.01 | Consent of PricewaterhouseCoopers LLP, independent registered public accounting firm | 10-K | 001-34885 | February 28, 2012 | 23.01 | |||||||
24.01 | Power of Attorney | 10-K | 001-34885 | February 28, 2012 | 24.01 | |||||||
31.01 | Certification of Chief Executive Officer pursuant to Securities Exchange Act Rules 13a-14(c) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | 10-K | 001-34885 | February 28, 2012 | 31.01 | |||||||
31.02 | Certification of Chief Financial Officer pursuant to Securities Exchange Act Rules 13a-14(c) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | 10-K | 001-34885 | February 28, 2012 | 31.02 | |||||||
31.03 | Certification of Chief Executive Officer pursuant to Securities Exchange Act Rules 13a-14(c) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | X | ||||||||||
31.04 | Certification of Chief Financial Officer pursuant to Securities Exchange Act Rules 13a-14(c) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | X | ||||||||||
32.01g | Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | 10-K | 001-34885 | February 28, 2012 | 32.01 | |||||||
32.02g | Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | 10-K | 001-34885 | February 28, 2012 | 32.02 | |||||||
101h | The following materials from registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 2011, formatted in XBRL (Extensible Business Reporting Language): (i) the Consolidated Statements of Operations; (ii) the Consolidated Balance Sheets; (iii) the Consolidated Statements of Comprehensive Income; (iv) the Consolidated Statements of Convertible Preferred Stock, Redeemable Noncontrolling Interest and Equity (Deficit); (v) the Consolidated Statements of Cash Flows; and (vi) Notes to Consolidated Financial Statements. | 10-K | 001-34885 | February 28, 2012 | 101 | |||||||
a. | Portions of this exhibit, which have been granted confidential treatment by the Securities and Exchange Commission, have been omitted. |
b. | Portions of this exhibit have been omitted pending a determination by the Securities and Exchange Commission as to whether these portions should be granted confidential treatment. |
c. | Translation to English from Portuguese in accordance with Rule 12b-12(d) of the regulations promulgated by the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). |
d. | Indicates management contract or compensatory plan or arrangement. |
e. | Description contained under the heading "Director Compensation" in registrant's definitive proxy materials filed with the Securities and Exchange Commission on April 8, 2011 and incorporated herein by reference. |
f. | Descriptions contained (i) under the heading "Executive Compensation" in registrant's definitive proxy materials filed with the Securities and Exchange Commission on April 8, 2011 and (ii) in registrant's Current Report on Form 8-K filed with the Securities and Exchange Commission on May 2, 2011, and incorporated herein by reference. |
g. | This certification shall not be deemed “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liability of that Section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended or the Exchange Act. |
h. | Pursuant to applicable securities laws and regulations, the Company is deemed to have complied with the reporting obligation relating to the submission of interactive data files in such exhibits and is not subject to liability under any anti-fraud provisions of the federal securities laws as long as the Company has made a good faith attempt to comply with the submission requirements and promptly amends the interactive data files after becoming aware that the interactive data files fails to comply with the submission requirements. These interactive data files are deemed not filed or part of a registration statement or prospectus for purposes of sections 11 or 12 of the Securities Act, are deemed not filed for purposes of section 18 of the Exchange Act and otherwise are not subject to liability under these sections. |