AMYRIS, INC. (Form: S-8, Received: 05/20/2013 16:41:51)

As filed with the Securities and Exchange Commission on May 20, 2013

Registration No. 333-

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

REGISTRATION STATEMENT

SECURITIES ACT OF 1933

( Exact name of Registrant as specified in its charter )

Delaware		55-0856151
(State or other jurisdiction of		(I.R.S. Employer
incorporation or organization)		Identification Number)

5885 Hollis Street, Suite 100

Emeryville, CA 94608

(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)

2010 Equity Incentive Plan

2010 Employee Stock Purchase Plan

(Full title of the plans)

President and Chief Executive Officer

5885 Hollis Street, Suite 100

Emeryville, CA 94608

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Please send copies of all communications to:

Gordon K. Davidson, Esq.

Daniel J. Winnike, Esq.

Fenwick & West LLP

Silicon Valley Center

801 California Street

Mountain View, California 94041

(650) 988-8500

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company (as defined in Rule 12b-2 of the Exchange Act):

Large Accelerated Filer o Accelerated Filer ý

Non-accelerated Filer o Smaller Reporting Company o

(Do not check if a smaller reporting company)

CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities to be Registered	Amount to be Registered(1)	Proposed Maximum Offering Price Per Unit	Proposed Maximum Aggregate Offering Price	Amount of Registration Fee
Common Stock, $0.0001 par value
-- To be issued under the 2010 Equity Incentive Plan	3,001,079(2)	$3.00 (3)	$9,003,237.00	$1,228.05
Total	3,001,079		$9,003,237.00	$1,228.05

(1)

Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “ Securities Act ”), this registration statement on Form S-8 (the “ Registration Statement ”) shall also cover any additional shares of the Registrant’s common stock that become issuable under the Registrant’s 2010 Equity Incentive Plan (“ 2010 EIP ”) by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without the receipt of consideration that increases the number of the Registrant’s outstanding shares of common stock.

(2)

Represents a portion of the automatic increase in the number of shares available for issuance under the 2010 EIP, which total increase was equal to approximately 5% of 68,709,660 shares, the total outstanding shares of the Registrant’s Common Stock as of December 31, 2012. This automatic increase was effective as of January 1, 2013 and Registrant is filing this Registration Statement with respect to a subset of the increase based on the number of shares it has elected to cover with this Registration Statement at this time. Shares available for issuance under the 2010 EIP were previously registered on registration statements on Form S-8 filed with the Securities and Exchange Commission (“ SEC ”) on October 1, 2010 (Registration No. 333-169715), February 28, 2011 (Registration No. 333-172514), March 9, 2012 (Registration No. 333-180006) and March 28, 2013 (Registration No. 333-187598).

(3)	Estimated solely for the purpose of calculating the registration fee in accordance with Rules 457(c) and (h) under the Securities Act and based upon the average of the high and low prices of the Registrant’s common stock as reported on the NASDAQ Global Market on May 17, 2013.

REGISTRATION OF ADDITIONAL SHARES

PURSUANT TO GENERAL INSTRUCTION E

Pursuant to General Instruction E of Form S-8, the Registrant is filing this Registration Statement with the SEC to register 3,001,079 additional shares of common stock under the Registrant’s 2010 EIP pursuant to the provisions of the 2010 EIP providing for an automatic increase in the number of shares of common stock reserved for issuance under the 2010 EIP. This Registration Statement hereby incorporates by reference the contents of the Registrant’s registration statements on Form S-8 filed with the SEC on October 1, 2010 (Registration No. 333-169715), February 28, 2011 (Registration No. 333-172514), March 9, 2012 (Registration No. 333-180006) and March 28, 2013 (Registration No. 333-187598).

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Emeryville, State of California, on this 20 day of May, 2013.

By: /s/ John G. Melo

President and Chief Executive Officer

KNOW ALL PERSONS BY THESE PRESENTS , that each person whose signature appears below hereby constitutes and appoints John G. Melo, Steven R. Mills and Gary Loeb, and each of them, as his or her true and lawful attorneys-in-fact and agents with full power of substitution, for him or her in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement on Form S-8, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or his or her substitute, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities and on the date indicated.

Signature		Title	Date

/s/ John G. Melo		Director, President and Chief Executive Officer	May 20, 2013
John G. Melo	(Principal Executive Officer)
/s/ Steven R. Mills		Chief Financial Officer	May 20, 2013
Steven R. Mills	(Principal Accounting and Financial Officer)
/s/ Ralph Alexander		Director	May 20, 2013
Ralph Alexander
/s/ Philippe Boisseau		Director	May 20, 2013
Philippe Boisseau
		Director	May , 2013
Nam-Hai Chua
		Director	May , 2013
John Doerr
/s/ Geoffrey Duyk		Director	May 20, 2013
Geoffrey Duyk
/s/ Arthur Levinson		Director	May 20, 2013
Arthur Levinson
/s/ Carole Piwnica		Director	May 20, 2013
Carole Piwnica
/s/ Fernando Reinach		Director	May 20, 2013
Fernando Reinach
		Director	May , 2013
HH Sheikh Abdullah bin Khalifa Al Thani
/s/ R. Neil Williams		Director	May 20, 2013
R. Neil Williams

Exhibit		Incorporated by Reference				Filed
Number	Exhibit Description	Form	File No.	Exhibit	Filing Date	Herewith

4.01	Restated Certificate of Incorporation of the Registrant	10-Q	001-34885	3.1	11/10/2010

4.02	Certificate of Amendment to Restated Certificate of Incorporation of the Registrant					X

4.03	Restated Bylaws of the Registrant	10-Q	001-34885	3.2	11/10/2010

4.04	Form of Registrant’s common stock certificate	S-1	333-166135	4.01	07/06/2010

4.13	2010 Equity Incentive Plan of the Registrant and forms of award agreements thereunder	S-1	333-166135	10.44	06/23/2010

4.14	2010 Employee Stock Purchase Plan of the Registrant and form of Subscription Agreement thereunder	S-1	333-166135	10.45	07/06/2010

5.01	Opinion of Fenwick & West LLP					X

23.01	Consent of PricewaterhouseCoopers LLP, independent registered public accounting firm					X

23.02	Consent of Fenwick & West LLP (contained in Exhibit 5.01)					X

24.01	Power of Attorney (included on the signature page to this Registration Statement)					X

CERTIFICATE OF AMENDMENT

OF THE

RESTATED CERTIFICATE OF INCORPORATION

AMYRIS, INC.

Amyris, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “ Corporation ”),

DOES HEREBY CERTIFY THE FOLLOWING:

FIRST : That the name of the Corporation is Amyris, Inc.

SECOND : That the date on which the Certificate of Incorporation of the Corporation was originally filed with the Secretary of State of Delaware is April 15, 2010 under the name Amyris Biotechnologies, Inc.

THIRD : That, at a meeting of the Board of Directors of the Corporation (the “ Board ”), the Board duly adopted resolutions setting forth the following proposed amendment of the Restated Certificate of Incorporation of Corporation, declaring said amendment to be advisable and directing the Corporation to submit said amendment to the annual meeting of the stockholders of said Corporation for consideration thereof, and that, thereafter, pursuant to such resolutions, the Corporation submitted the amendment to the stockholders of the Corporation at the annual meeting of the stockholders of the Corporation duly called and held upon notice in accordance with Section 222 of the Delaware General Corporation Law at which meeting the necessary number of shares as required by statute were voted in favor of said amendment:

Section 1 of Article IV of the Corporation’s Restated Certificate of Incorporation is hereby amended to read in its entirety as follows:

“1. Total Authorized. The total number of shares of all classes of stock that the corporation has authority to issue is Two-Hundred and Five Million (205,000,000) shares, consisting of two classes: Two-Hundred Million (200,000,000) shares of Common Stock, $0.0001 par value per share, and Five Million (5,000,000) shares of Preferred Stock, $0.0001 par value per share.”

FOURTH : That said amendment was duly adopted in accordance with the provisions of Section 242 of the Delaware General Corporation Law.

IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment of the Restated Certificate of Incorporation to be signed by its Senior Vice President, General Counsel and Corporate Secretary this 9th day of May, 2013 and the foregoing facts stated herein are true and correct.

AMYRIS, INC.

By: /s/ Gary Loeb

Name: Gary Loeb

Title: SVP, General Counsel and Corporate Secretary

May 20, 2013

Amyris, Inc.

5885 Hollis Street, Suite 100

Emeryville, CA 94608

Gentlemen/Ladies:

At your request, we have examined the Registration Statement on Form S-8 (the " Registration Statement ") to be filed by Amyris, Inc., a Delaware corporation (the “ Company ”), with the Securities and Exchange Commission (the " Commission ") on or about May 20, 2013 in connection with the registration under the Securities Act of 1933, as amended, of an aggregate total of 3,001,079 shares of the Company’s Common Stock, par value $0.0001 per share (the " Stock ") subject to issuance by the Company upon the exercise of stock options and purchase rights granted under the Company’s 2010 Equity Incentive Plan, which was filed as an exhibit to the following report filed by the Company with the Commission: Amendment No. 2 to Form S-1, filed with the Commission on June 23, 2010 (the " 2010 Plan "). In rendering this opinion, we have examined such matters of fact as we have deemed necessary in order to render the opinion set forth herein, which included examination of the following:

(1)

the Company’s Restated Certificate of Incorporation, filed with the Delaware Secretary of State on September 30, 2010 and certified by the Delaware Secretary of State on September 30, 2010, as amended by the Certificate of Amendment to the Restated Certificate of Incorporation filed with the Delaware Secretary of State on May 9, 2013 and certified by the Delaware Secretary of State on May 10, 2013 (as amended, the “ Restated Certificate ”).

(2)

the Company’s Restated Bylaws as certified in the Opinion Certificate (the “ Bylaws ”).

(3)

the Registration Statement, together with the Exhibits filed as a part thereof or incorporated therein by reference.

(4)

the Company’s 2010 Employee Stock Purchase Plan, as amended on July 8, 2010 and September 16, 2010, which was filed as an exhibit to the following report filed by the Company with the Commission: Amendment No. 8 to Form S-1, filed with the Commission on September 20, 2010 (the " Purchase Plan " and together with the 2010 Plan, the " Plans ").

(5)

The forms of: 2010 Equity Incentive Plan Notice of Stock Option Grant; 2010 Equity Incentive Plan Stock Option Award Agreement; 2010 Equity Incentive Plan Notice of Restricted Stock Unit Award; Award Agreement (Restricted Stock Units) To the Amyris Biotechnologies, Inc. 2010 Equity Incentive Plan; 2010 Equity Incentive Plan Notice of Stock Appreciation Right Award; 2010 Equity Incentive Plan Stock Appreciation Right Award Agreement; 2010 Equity Incentive Plan Notice of Stock Bonus Award; Stock Bonus Award Agreement Amyris Biotechnologies, Inc. 2010 Equity Incentive Plan; 2010 Equity Incentive Plan Notice of Performance Shares Award; Performance Shares Agreement to the Amyris Biotechnologies, Inc. 2010 Equity Incentive Plan; 2010 Equity Incentive Plan Notice of Restricted Stock Award; 2010 Equity Incentive Plan Restricted Stock Agreement, which have been filed as exhibits to the following report filed by the Company with the Commission: Amendment No. 2 to Form S-1, filed with the Commission on June 23, 2010.

(6)

the Prospectus prepared in connection with the Registration Statement.

(7)

minutes of meetings of, and actions by written consent of, the Company’s stockholders, the Company’s Board of Directors and committees of the Company’s Board of Directors provided to us by the Company (and certified by the Company to be true and correct copies thereof) at which, or pursuant to which, (a) the Restated Certificate (including all amendments thereto) and the Bylaws were adopted and approved, (b) the Plans (and any amendments to any of the Plans) were adopted and approved, (c) pursuant to which action was taken pursuant to either of the Plans to increase the number of shares reserved for issuance thereunder under certain “evergreen” provisions of the Plans providing for certain automatic increases in the number of shares reserved under the Plans and (d) pursuant to which the filing of the Registration Statement was approved, which minutes of meetings and actions by written consent the Company has certified to us to be the only resolutions, minutes and actions by written consent addressing or related to the Restated Certificate, the Bylaws, the Plans and the Registration Statement.

(8)

The stock records that the Company has provided to us, consisting of (a) a certificate from the Company’s transfer agent, Wells Fargo Bank, N.A., Wells Fargo Shareowner Services, dated May 17, 2013 verifying the total number of the Company’s issued and outstanding shares of capital stock as of May 17, 2013 and (b) the Opinion Certificate (as defined below) verifying the total number of the Company’s issued and outstanding shares of capital stock as of December 31, 2012 and the number of all outstanding options, warrants and other rights to purchase or otherwise acquire shares of the Company’s capital stock.

(9)

A Certificate of Good Standing issued by the Secretary of State of the State of Delaware dated May 17, 2013, stating that the Company is duly incorporated under the laws of the State of Delaware and is in good standing under the laws of the State of Delaware and a telephonic notice from the office of the Secretary of State of Delaware that the information in the foregoing Certificate of Good Standing is accurate as of May 20, 2013 (together, the “ Certificate of Good Standing ”).

(10)

an Opinion Certificate addressed to us and dated of even date herewith executed by the Company containing certain factual representations (the “ Opinion Certificate ”).

In our examination of documents for purposes of this opinion, we have assumed, and express no opinion as to, the genuineness of all signatures on original documents, the authenticity and completeness of all documents submitted to us as originals, the conformity to originals and completeness of all documents submitted to us as copies, the legal capacity of all persons or entities executing the same, the lack of any undisclosed termination, modification, waiver or amendment to any document reviewed by us and the due authorization, execution and delivery of all documents where due authorization, execution and delivery are prerequisites to the effectiveness thereof. We have also assumed that the certificates representing the Stock have been, or will be when issued, properly signed by authorized officers of the Company or their agents.

As to matters of fact relevant to this opinion, we have relied solely upon our examination of the documents referred to above and have assumed the current accuracy and completeness of the information obtained from the documents referred to above and the representations and warranties made by representatives of the Company to us, including but not limited to those set forth in the Opinion Certificate. We have made no other investigation or other attempt to verify the accuracy of any of such information or to determine the existence or non-existence of any other factual matters.

We are admitted to practice law in the State of California, and we render this opinion only with respect to, and express no opinion herein concerning the application or effect of the laws of any jurisdiction other than, the existing federal laws of the United States of America, the laws of the State of California and the Delaware General Corporation Law.

With respect to our opinion expressed in paragraph (1) below as to the valid existence and good standing of the Company under the laws of the State of Delaware, we have relied solely upon the Certificate of Good Standing and representations made to us by the Company.

In accordance with Section 95 of the American Law Institute’s Restatement (Third) of the Law Governing Lawyers (2000), this opinion letter is to be interpreted in accordance with customary practices of lawyers rendering opinions in connection with the filing of a registration statement of the type described herein.

Based upon the foregoing, we are of the following opinion:

(1) The Company is a corporation validly existing, in good standing, under the laws of the State of Delaware; and

(2) The 3,001,079 shares of Stock to be registered under the Registration Statement that may be issued and sold by the Company upon the exercise of stock options and purchase rights granted or to be granted under the 2010 Plan, when issued, sold and delivered in accordance with the applicable plan and purchase agreements to be entered into thereunder and in the manner and for the consideration stated in the Registration Statement and the relevant Prospectus, will be validly issued, fully paid and nonassessable.

We consent to the use of this opinion as an exhibit to the Registration Statement and further consent to all references to us, if any, in the Registration Statement, the Prospectus constituting a part thereof and any amendments thereto.

This opinion is intended solely for use in connection with issuance and sale of shares subject to the Registration Statement and is not to be relied upon for any other purpose. This opinion is rendered as of the date first written above and based solely on our understanding of facts in existence as of such date after the aforementioned examination. We assume no obligation to advise you of any fact, circumstance, event or change in the law or the facts that may hereafter be brought to our attention whether or not such occurrence would affect or modify any of the opinions expressed herein.

Very truly yours,

FENWICK & WEST LLP

/s/ Daniel Winnike

Daniel Winnike, a Partner

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated March 28, 2013 relating to the consolidated financial statements, financial statement schedule and the effectiveness of internal control over financial reporting, which appears in Amyris, Inc's Annual Report on Form 10-K for the year ended December 31, 2012.

/s/ PricewaterhouseCoopers LLP

San Jose, California