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): August 5, 2016
INTREXON CORPORATION
(Exact Name of Registrant as Specified in Charter)
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Virginia
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001-36042
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26-0084895
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(State or Other Jurisdiction
of Incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers.
On August 8, 2016, Intrexon Corporation (the “Company”)
announced that Andrew J. Last has been appointed as Chief Operating Officer of the Company, effective as of August 29, 2016. Dr. Last will report directly to Geno J. Germano, the Company’s President.
Dr. Last, 56, previously served as an Executive Vice President at Affymetrix, Inc., a leading provider of cellular and genetic analysis
products, from 2010 until its acquisition by Thermo Fisher Scientific Inc. as of March 31, 2016. During his tenure at Affymetrix he had held the roles of Chief Commercial Officer, General Manager and Chief Operating Officer. Before joining
Affymetrix, Dr. Last served as Vice President, Global and Strategic Marketing of BD Biosciences and as General Manager of Pharmingen from 2004 to 2010. From 2002 to 2004, Dr. Last held senior management positions at Applied Biosystems,
Inc., including as Vice President and General Manager from 2003-2004 and Vice President of Marketing 2002-2003. Earlier in his career, Dr. Last served in a variety of senior management positions at other companies, including Incyte Genomics and
Monsanto. Dr. Last has served on the Board of Directors of OncoCyte Corporation, a company focused on non-invasive cancer diagnostics, since December 2015. Dr. Last holds Ph.D. and MS degrees with specialization in Agrochemical Chemicals
and Bio-Aeronautics, respectively, from Cranfield University, and a BS degree in Biological Sciences from the University of Leicester in the United Kingdom.
As provided in an offer letter and a Confidentiality and Proprietary Rights Agreement to which the Company and Dr. Last are parties,
Dr. Last will receive annualized cash compensation of $550,000 and an initial stock option grant of 600,000 shares of Company common stock, vesting over four years in 25% increments. Dr. Last is eligible to participate in the
Company’s employee benefits programs consistent with other senior executives of the Company.
A copy of the press release announcing
his appointment is attached as Exhibit 99.1 to this Current Report on Form
8-K.
Item 9.01. Financial
Statements and Exhibits.
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10.1
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Offer Letter, dated as of August 5, 2016
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99.1
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Press release of Intrexon Corporation.
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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: August 8, 2016
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INTREXON CORPORATION
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By:
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/s/ Donald P. Lehr
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Donald P. Lehr
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Chief Legal Officer
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EXHIBIT INDEX
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Exhibit
Number
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Description
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10.1
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Offer Letter, dated as of August 5, 2016
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99.1
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Press release of Intrexon Corporation.
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Exhibit 10.1
PERSONAL AND CONFIDENTIAL
August 3, 2016
Dear Andrew Last, Ph.D.,
It is my pleasure to extend an offer of employment to you on behalf of Intrexon Corporation (“Intrexon” or the “Company”) for the position
of Chief Operating Officer. In this position, you will report directly to Geno Germano, President; and your work site will be our South San Francisco location. In addition, you will have access to work from the downtown San Francisco office run by
Third Security.
As we have discussed, and contingent upon the satisfaction of the items described below, we expect your start date to be August 29,
2016.
In this position, your salary of $22,916.67 will be paid on a semi-monthly basis which calculates to $550,000.08 on an annualized basis. Please
note that this position is considered an exempt position as defined by the Fair Labor Standards Act, which means that you will not be eligible for overtime pay.
In addition, as an executive officer, you will be eligible to participate in the Executive Incentive Compensation Plan pursuant to which you will be eligible
for an annual potential performance bonus. Please understand that the amount and eligibility of bonus is subject to: your being employed at the time the bonus is paid; your continued strong performance determined by management; and only paid at
the sole discretion of the Compensation Committee of Intrexon’s Board of Directors.
You will be eligible for a stock option grant of 600,000 shares
of Intrexon common stock, which will vest in increments of 25% per year, over a four-year period from the date of hire. Your option grant will have a strike price based on the closing price per share of common stock on your date of hire.
Additional terms of your stock option grant are included in the Intrexon Corporation 2013 Omnibus Incentive Plan Document and your individual stock option agreement, copies of which will be sent to you on the later of your first day of employment or
approval of your grant by the Board.
In this position, you will be eligible to participate in the Company’s employee benefits programs. These
programs include medical, dental, vision, and other benefits; a Summary of Benefits is attached for your reference. You will also be entitled to accrue Paid Time Off (PTO) at a rate of 8.34 hours per pay period, which equals 200 hours per
12-month period. Each of these benefits will be governed in accordance with Intrexon policies and/or the applicable Plan documents.
It should be
noted that Intrexon retains and reserves the right to alter, amend, and/or discontinue any of its benefit plans; to modify any of its policies, practices, or programs at its sole discretion and with or without advance notice.
By signing this letter below, you acknowledge and agree that your employment with Intrexon is considered “at will”, meaning it is for an unspecified
period of time and that the employment relationship may be ended by you or by the Company at any time, with or without cause.
Page 2
Andrew Last, Ph.D.
August 3, 2016
This offer and your continued employment with Intrexon are contingent, among other things, upon the
completion of a background screening being completed to the satisfaction of Intrexon, as determined at the Company’s sole discretion. This offer of employment and your hiring are also contingent upon your submitting original and appropriate
documents to verify your identity and your employment eligibility as required by Federal law. Further, this offer and your continued employment are contingent upon the execution by you and Intrexon of the enclosed Confidentiality and Proprietary
Rights Agreement.
This letter and the Confidentiality and Proprietary Rights Agreement set forth the entire understanding between you and the Company
concerning your employment with the Company, and may not be modified or amended other than by a written agreement executed by the Company. The agreement reflected in this letter and the enclosed Confidentiality and Proprietary Rights Agreement
supersedes all prior discussions, agreements, arrangements, understanding and negotiations, written or oral, between you and the Company regarding the subject matter thereof.
If you wish to accept this offer, please do so by signing this letter below and the enclosed Confidentiality and Proprietary Rights Agreement where indicated.
Please either fax or scan and email all of the documents to HR Operations, as indicated below, no later than close of business on August 8, 2016. A facsimile copy or portable document format (PDF) copy of any party’s signature to this
employment offer shall be as effective as an original signature.
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FAX:
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Attention HR Operations at (540) 301-2226
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EMAIL:
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Attention Sarah Castle at Scastle@intrexon.com
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If you should have any questions concerning these instructions, please feel free to contact Sarah Castle, Associate Director,
Human Resources at (540) 443-7227.
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Sincerely,
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/s/ Rick Sterling
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Rick Sterling
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Chief Financial Officer
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Accepted and agreed:
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/s/ Andrew Last, Ph.D.
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8/5/2016
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Andrew Last, Ph.D.
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Date
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1750 Kraft Drive,
Suite 1400, Blacksburg, VA 24060 Office 540.443.7227 FAX 540.301.2226 www.DNA.com
Exhibit 99.1
Intrexon Appoints Dr. Andrew J. Last as Chief Operating Officer
Germantown, MD, August 8, 2016 –
Intrexon Corporation
(NYSE: XON), a leader in the engineering and industrialization of biology to improve
the quality of life and health of the planet, today announced the appointment of Andrew J. Last, Ph.D., as Chief Operating Officer effective August 29, 2016, reporting to Intrexon’s President, Geno Germano. As Chief Operating Officer, Dr.
Last will oversee operations across the Company’s multiple technology divisions and operating subsidiaries, driving efficiency and effectiveness in the application of the Company’s assets toward its development projects, Exclusive Channel
Collaborations and direct market plays.
Mr. Germano, stated, “Andy is a seasoned business executive who brings highly relevant talent and experience
to the COO position at Intrexon. His extensive expertise in both life sciences and agriculture fit in well with our engineering of biology approach with broad applications in these and other markets. We are excited to have him on board and
welcome him to the Intrexon team.”
Dr. Last brings to Intrexon 30 years of experience spanning life sciences, including biotechnology, genomics,
clinical diagnostics, pharmaceuticals and agrochemicals, with several industry leading companies. Most recently Dr. Last served as the Executive Vice President and Chief Operating Officer of Affymetrix where he was responsible for directing
five business units, with each of the units’ leaders reporting to him, and overseeing strategic marketing, product management, R&D, clinical operations, regulatory affairs, QA/QC, and overall manufacturing operations for the
company. Additionally, as a member of the Affymetrix management team, he had a key role in defining and leading execution of the corporate turnaround strategy which led to a significant improvement of financial metrics culminating in the
company’s $1.4 billion acquisition by Thermo Fisher Scientific. Dr. Last also previously served as the Chief Commercial Officer of Affymetrix directly managing global sales, product management, field marketing, service and support.
“Intrexon has built an enviable portfolio of transformative molecular and cellular technology platforms, development collaborations with world class
partners as well as multiple direct market plays through its subsidiary companies,” said Dr. Last. “I am thrilled to be joining the management team, partnering with the operating units and contributing to building a world leading
company.”
Prior to joining Affymetrix, Dr. Last was Vice President, Global & Strategic Marketing of Becton Dickinson’ BioSciences Cell
Analysis Division & General Manager of Pharmingen, contributing as a member of the executive management team responsible for overall business strategy and execution, as well as driving development across a broad product portfolio. He has also
held executive positions with Applied Biosystems and Incyte Genomics. Further, Dr. Last spent a significant tenure with Monsanto Company serving in numerous leadership positions including Director, Worldwide Business and Category Management,
and Director, Ortho Home & Garden, for the Solaris Group, as well as Manager, Innovation and Product Development, Europe/Africa, for the Agricultural Group. He is currently an independent member of the Board of Directors of Oncocyte
Corporation. Dr. Last received a Bachelor’s Degree in Biological Sciences from the University of Leicester, UK and a Master’s degree in Bio-Aeronautics, as well as a Ph.D. in Agrochemical Specialization, from Cranfield University in
the UK.
About Intrexon Corporation
Intrexon Corporation (NYSE:XON) is Powering the Bioindustrial Revolution with Better DNA™ to create biologically-based products that improve the quality
of life and the health of the planet. The Company’s integrated technology suite provides its partners across diverse markets with industrial-scale design and development of complex biological systems delivering unprecedented control, quality,
function, and performance of living cells. We call our synthetic biology approach Better DNA
®
, and we invite you to discover more at
www.dna.com
or follow us on Twitter at
@Intrexon
.
Trademarks
Intrexon, Powering the
Bioindustrial Revolution with Better DNA, and Better DNA are trademarks of Intrexon and/or its affiliates. Other names may be trademarks of their respective owners.
Safe Harbor Statement
Some of the statements made in
this press release are forward-looking statements. These forward-looking statements are based upon our current expectations and projections about future events and generally relate to our plans, objectives and expectations for the development
of our business. Although management believes that the plans and objectives reflected in or suggested by these forward-looking statements are reasonable, all forward-looking statements involve risks and uncertainties and actual future results
may be materially different from the plans, objectives and expectations expressed in this press release.
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For more information regarding Intrexon Corporation, contact:
Investor Contact
Christopher Basta
Vice President, Investor Relations
Tel: +1 (561) 410-7052
investors@intrexon.com
Corporate Contact
Marie Rossi, Ph.D.
Senior Manager, Technical Communications
Tel: +1 (301) 556-9850
publicrelations@intrexon.com