UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Washington, D.C. 20549
Form 10-K/A
(Amendment No. 1)
(Amendment No. 1)
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2007
Commission file number000-28401
MAXYGEN, INC.
(Exact name of registrant as specified in its charter)
(Exact name of registrant as specified in its charter)
Delaware | 77-0449487 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
515 Galveston Drive
Redwood City, California 94063
(Address of principal executive offices)
Redwood City, California 94063
(Address of principal executive offices)
Registrant’s telephone number, including area code:
(650) 298-5300
(650) 298-5300
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 | The NASDAQ Stock Market LLC |
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 o No þ
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes o No þ
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 þ No o
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 ofRegulation 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 thisForm 10-K or any amendment to thisForm 10-K. þ
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” inRule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer o | Accelerated filer þ | Non-accelerated filer o (Do not check if a smaller reporting company) | Smaller reporting company o |
Indicate by check mark whether the registrant is a shell company (as defined inRule 12b-2 of the Exchange Act). Yes o No þ
As of June 30, 2007, 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, computed by reference to the closing price for the common stock as quoted by the Nasdaq Global Stock Market as of that date, was approximately $191,723,000. Shares of common stock held by each executive officer and director and by each person who owned 5% or more of the outstanding common stock have been excluded as such persons may be deemed to be affiliates. This determination of affiliate status is not necessarily a conclusive determination for other purposes.
As of February 29, 2008, there were 37,005,680 shares of the registrant’s common stock outstanding.
EXPLANATORY NOTE:
This amendment to the registrant’s Annual Report on Form 10-K for the year ended December 31, 2007, originally filed with the Securities and Exchange Commission (“SEC”) on March 7, 2008 (the “Original Filing”), is being filed solely to re-file Exhibits 10.19, 10.19.1 and 10.19.3 to include changes to the redactions in such exhibits, as compared to the versions previously filed, made in response to comments received from the staff of the SEC in connection with a confidential treatment request.
This amendment does not reflect events occurring after the filing of the Original Filing, and is not intended to modify or update the disclosures therein or the exhibits filed therewith in any way, except as specifically noted above.
TABLE OF CONTENTS
PART IV | ||||||
Item 15: | Exhibits, Financial Statement Schedules | 1 | ||||
SIGNATURES | 2 |
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PART IV
Item 15 | EXHIBITS, FINANCIAL STATEMENT SCHEDULES |
15(a)(3) Exhibits.
See attached Exhibit Index.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
MAXYGEN, INC.
By: /s/ Russell J. Howard |
Russell J. Howard
Chief Executive Officer
October 24, 2008
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EXHIBIT INDEX
Incorporation by Reference | Filed | |||||||||||||||||||||||
Exhibit No. | Description of Exhibit | Form | SEC File No. | Exhibit | Filing Date | Herewith | ||||||||||||||||||
3 | .1 | Amended and Restated Certificate of Incorporation | 10-Q | 000-28401 | 3 | .1 | 8/14/2000 | |||||||||||||||||
3 | .2 | Amended and Restated Bylaws | 8-K | 000-28401 | 3 | .1 | 9/07/2007 | |||||||||||||||||
4 | .1 | Specimen Common Stock Certificate | S-1 | 333-89413 | 4 | .1 | 11/22/1999 | |||||||||||||||||
*10 | .1 | Form of Executive Officer and Director | S-1 | 333-89413 | 10 | .7 | 10/20/1999 | |||||||||||||||||
Indemnification Agreement | ||||||||||||||||||||||||
*10 | .2 | Form of Executive Officer Change of Control Agreement | 10-Q | 000-28401 | 10 | .1 | 8/14/2001 | |||||||||||||||||
*10 | .2.1 | Form of Amendment No. 1 to Executive Officer Change of Control Agreement | 10-K | 000-28401 | 10 | .3 | 3/27/2003 | |||||||||||||||||
*10 | .2.2 | Form of Amendment No. 2 to Executive Officer Change of Control Agreement | 8-K | 000-28401 | 10 | .3 | 6/30/2006 | |||||||||||||||||
*10 | .3 | 1997 Stock Option Plan, as amended, with applicable option agreement | 10-Q | 000-28401 | 10 | .1 | 8/14/2002 | |||||||||||||||||
*10 | .4 | Form of Amendment to Stock Option Agreements | 8-K | 000-28401 | 10 | .2 | 6/30/2006 | |||||||||||||||||
*10 | .5 | 1999 Nonemployee Directors Stock Option Plan, as amended, with applicable option agreement | 10-Q | 000-28401 | 10 | .3 | 8/14/2001 | |||||||||||||||||
*10 | .5 | 1999 Employee Stock Purchase Plan, as amended | 10-K | 000-28401 | 10 | .11 | 3/21/2001 | |||||||||||||||||
*10 | .6 | 2000 International Stock Option Plan, as amended, with applicable option agreement | 10-K | 000-28401 | 10 | .6 | 3/25/2002 | |||||||||||||||||
10 | .7 | 2000 Non-Officer Stock Option Plan, as amended, with applicable option agreement | S-8 | 333-57486 | 99 | .3 | 3/23/2001 | |||||||||||||||||
*10 | .8 | 2006 Equity Incentive Plan (including related form of stock option agreement) | 8-K | 000-28401 | 10 | .4 | 6/30/2006 | |||||||||||||||||
*10 | .8.1 | Form of Restricted Stock Unit Award Agreement under 2006 Equity Incentive Plan | S-8 | 333-138898 | 4 | .2 | 11/22/2006 | |||||||||||||||||
10 | .9 | Lease, dated as of October 21, 1998, between Metropolitan Life Insurance Company and Maxygen, Inc. | S-1 | 333-89413 | 10 | .4 | 10/20/1999 | |||||||||||||||||
10 | .9.1 | First Amendment to Lease, dated as of February 26, 1999, by and between Metropolitan Life Insurance Company and Maxygen, Inc. | S-1 | 333-89413 | 10 | .5 | 10/20/1999 | |||||||||||||||||
10 | .9.2 | Second Amendment to Lease, dated as of October 24, 2000, by and between Metropolitan Life Insurance Company and Maxygen, Inc. | 10-K | 000-28401 | 10 | .6 | 3/21/2001 | |||||||||||||||||
10 | .9.3 | Third Amendment to Lease, dated October 22, 2003, by and between Metropolitan Life Insurance Company and Maxygen, Inc. | 10-K | 000-28401 | 10 | .15 | 3/12/2004 |
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Incorporation by Reference | Filed | |||||||||||||||||||||||
Exhibit No. | Description of Exhibit | Form | SEC File No. | Exhibit | Filing Date | Herewith | ||||||||||||||||||
10 | .9.4 | Fourth Amendment to Lease dated December 15, 2004 by and between Metropolitan Life Insurance Company and Maxygen, Inc. | 10-K | 000-28401 | 10 | .13 | 3/15/2005 | |||||||||||||||||
10 | .9.5 | Fifth Amendment to Lease dated as of August 24, 2006, by and between Metropolitan Life Insurance Company and Maxygen, Inc. | 8-K | 000-28401 | 10 | .2 | 8/25/2006 | |||||||||||||||||
10 | .10 | Lease, dated December 15, 2004, between Metropolitan Life Insurance Company and Maxygen, Inc. | 10-K | 000-28401 | 10 | .14 | 3/15/2005 | |||||||||||||||||
10 | .10.1 | First Amendment to Lease, dated as of August 24, 2006, by and between Metropolitan Life Insurance Company and Maxygen, Inc. | 8-K | 000-28401 | 10 | .1 | 8/25/2006 | |||||||||||||||||
10 | .11 | Lease Agreement, dated May 5, 2000, between ProFound Pharma A/S and The Science Park in Horsholm | 10-Q | 000-28401 | 10 | .1 | 11/14/2000 | |||||||||||||||||
10 | .12† | Technology Transfer Agreement, dated March 14, 1997 (effective March 1, 1998), among Maxygen, Inc., Affymax Technologies N.V. and Glaxo Group Limited, as amended | S-1 | 333-89413 | 10 | .3 | 12/15/1999 | |||||||||||||||||
*10 | .13 | Description of 2006 Executive Officer Cash Bonus Plan | 8-K | 000-28401 | 10 | .1 | 6/30/2006 | |||||||||||||||||
*10 | .14 | Letter Agreement (re tax equalization payments), dated November 20, 2006, between Elliot Goldstein and Maxygen, Inc. | 10-K | 000-28401 | 10 | .25 | 3/14/2007 | |||||||||||||||||
10 | .15† | Cross License Agreement, dated as of July 16, 2003, between Maxygen, Inc. and Amgen Mountain View Inc. (as successor to Avidia, Inc.) | 10-K | 000-28401 | 10 | .27 | 3/14/2007 | |||||||||||||||||
10 | .16+ | Amended and Restated Exclusive License Agreement, dated July 10, 2006 (effective as of April 1, 2006), between Regents of the University of Minnesota and Maxygen, Inc. | 10-Q | 000-28401 | 10 | .6 | 8/07/2006 | |||||||||||||||||
*10 | .17 | Consulting Agreement, between the Company and Waverley Associates, Inc., dated as of April 1, 2006 | 8-K | 000-28401 | 10 | .1 | 4/04/2006 | |||||||||||||||||
*10 | .18 | Consulting Agreement, between the Company and Michael Rabson, effective as of April 1, 2008 | 8-K | 000-28401 | 10 | .1 | 3/04/2008 | |||||||||||||||||
*10 | .18.1 | Letter Agreement (re extension of Consulting Agreement), between the Company and Waverley Associates, Inc., dated as of December 19, 2007‡ | ||||||||||||||||||||||
10 | .19† | License Agreement, dated as of March 28, 2002, between the Company and Codexis, Inc. | X |
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Incorporation by Reference | Filed | |||||||||||||||||||||||
Exhibit No. | Description of Exhibit | Form | SEC File No. | Exhibit | Filing Date | Herewith | ||||||||||||||||||
10 | .19.1† | Amendment No. 1 to License Agreement, dated as of September 13, 2002, between the Company and Codexis, Inc. | X | |||||||||||||||||||||
10 | .19.2 | Amendment No. 2 to License Agreement, dated as of October 1, 2002, between the Company and Codexis, Inc.‡ | ||||||||||||||||||||||
10 | .19.3† | Amendment No. 3 to License Agreement, dated as of August 22, 2006, between the Company and Codexis, Inc. | X | |||||||||||||||||||||
*10 | .20 | Description of Non-Employee Director Compensation | ||||||||||||||||||||||
21 | .1 | List of Subsidiaries | ||||||||||||||||||||||
23 | .1 | Consent of Independent Registered Public Accounting Firm | ||||||||||||||||||||||
24 | .1 | Power of Attorney (included on signature page) | ||||||||||||||||||||||
31 | .1 | Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | X | |||||||||||||||||||||
31 | .2 | Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | X | |||||||||||||||||||||
32 | .1 | Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002‡ |
* | Management contract or compensatory plan or arrangement. | |
† | Confidential treatment has been granted, or requested, with respect to portions of the exhibit. A complete copy of the agreement, including the redacted terms, has been separately filed with the Securities and Exchange Commission. | |
‡ | Previously filed or furnished with the Original Filing. |
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