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): November 2, 2016 (October 31, 2016)
INTREXON CORPORATION
(Exact Name of Registrant as Specified in Charter)
| Virginia | 001-36042 | 26-0084895 | ||
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
20374 Seneca Meadows Parkway, Germantown, Maryland 20876
(Address of Principal Executive Offices) (Zip Code)
(301) 556-9900
(Registrant’s telephone number, including area code)
N/A
(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 (see General Instruction A.2. below):
| ☐ | 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 1.01. Entry into a Material Definitive Agreement.
On October 31, 2016, Intrexon Corporation (“Intrexon”) and Third Security, LLC (“Third Security”) executed an amendment (the “Amendment”) to the Services Agreement (the “Services Agreement”), dated as of November 1, 2015, by and between Intrexon and Third Security, in order to extend the initial term of the Services Agreement from November 1, 2016 to January 1, 2017. No other terms of the Services Agreement were modified by the Amendment. The Amendment was unanimously approved by the independent members of Intrexon’s Board of Directors (the “Board”) and the Audit Committee in accordance with Intrexon’s policy on related person transactions.
The foregoing description of the Amendment does not purport to be complete and is subject to, and qualified in its entirety by reference to, the Amendment which is attached hereto as Exhibit 10.1 and incorporated by reference herein.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
As previously reported, in connection with the Company’s entry into the Services Agreement on October 30, 2015, the Compensation Committee and the independent members of Intrexon’s Board of Directors approved a compensation arrangement for Mr. Kirk, pursuant to which he has received as compensation a payment of $200,000 per month in fully-vested shares of Intrexon Common Stock pursuant to the terms of a Restricted Stock Unit Agreement, dated as of November 1, 2015, by and between Intrexon and Mr. Kirk (the “Original RSU Agreement”). The Original RSU Agreement has a term of 12 months and expires on November 1, 2016.
In connection with the extension of the term of the Services Agreement, the Compensation Committee and the independent members of the Board approved the continuation of Mr. Kirk’s compensation arrangement for the remaining two months of 2016. Under this arrangement, Mr. Kirk will receive as compensation a payment of $200,000 per month, which payment will be made in fully-vested shares of Intrexon Common Stock. The shares of Common Stock will be valued based on the last trading day of the applicable month and will be issued pursuant to the terms of a new Restricted Stock Unit Agreement (the “New RSU Agreement”), effective as of November 1, 2016, under the Intrexon 2013 Omnibus Incentive Plan, as amended. The terms of the New RSU Agreement are substantially similar to the Original RSU Agreement except that it has a term of two months and expires on January 1, 2017.
The foregoing description of the New RSU Agreement does not purport to be complete and is subject to, and qualified in its entirety by reference to, the New RSU Agreement which is attached hereto as Exhibit 10.2 and incorporated by reference herein.
Item 9.01. Financial Statements and Exhibits.
| (d) | Exhibits. |
| 10.1 | First Amendment to Services Agreement, by and between Intrexon Corporation and Third Security, LLC, effective as of November 1, 2016 | |
| 10.2 | Intrexon Corporation 2013 Amended and Restated Omnibus Incentive Plan, as amended, Restricted Stock Unit Agreement, by and between Intrexon Corporation and Randal J. Kirk, effective as of November 1, 2016 | |
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.
Date: November 2, 2016
| INTREXON CORPORATION | ||
| By: | /s/ Donald P. Lehr | |
| Donald P. Lehr | ||
| Chief Legal Officer | ||
EXHIBIT INDEX
| Exhibit |
Description | |
| 10.1 | First Amendment to Services Agreement, by and between Intrexon Corporation and Third Security, LLC, effective as of November 1, 2016 | |
| 10.2 | Intrexon Corporation 2013 Amended and Restated Omnibus Incentive Plan, as amended, Restricted Stock Unit Agreement, by and between Intrexon Corporation and Randal J. Kirk, effective as of November 1, 2016 | |