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): May 11, 2017
BIOAMBER INC.
(Exact name of registrant as specified in its charter)
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Delaware |
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001-35905 |
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98-0601045 |
(State or other jurisdiction of incorporation) |
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(Commission File Number) |
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(I.R.S. Employer Identification No.) |
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1250 Rene Levesque West, Suite 4310 Montreal, Quebec, Canada H3B 4W8
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(Address of principal executive offices) |
Registrant’s telephone number, including area code (514) 844-8000
Not Applicable
(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:
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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)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☒
ACTIVE/90972212.1
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Appointment of Robert Frost
On May 12, 2017, Robert Frost was appointed by the Board of BioAmber Inc. (the “Company”) to serve as a Class II director, with a term expiring at the Company’s 2018 Annual Meeting of Stockholders.
Mr. Frost has been acting as a senior advisor and partner to Naxos Capital Partners SCA Sicar since 2009. Prior to joining Naxos, Mr. Frost spent 14 years with various private equity firms, which included a position as Managing Director of Allianz Capital Partners GmbH from 2000 to 2008 and roles with Nikko Principal Investments Limited and the Nomura Principal Finance Group. Mr. Frost began his career at Deloitte & Touche in 1990 where he gained four years of tax structuring and accounting experience. Mr. Frost is experienced in negotiating international transactions, arranging financing and has served in multiple board positions with private companies. Mr. Frost currently serves on the board of directors of Elevance Renewable Sciences, Inc. Mr. Frost holds an M.B.A. from the London Business School. In his role at Naxos, Mr. Frost worked closely with the Company prior to its initial public offering in 2013 and one of the Company’s large stockholders, Naxamber S.A., is wholly-owned by Naxos Capital Partners. As a result, the board of directors believes Mr. Frost will provide the board and management with significant financial expertise and knowledge, extensive knowledge of the Company’s business and industry as well as significant board experience, all of which are expected to strengthen the board’s collective qualifications, skills and experience.
As a non-employee director, Mr. Frost will receive cash and equity compensation paid by the Company pursuant to its non-employee director compensation program. There are no arrangements or understandings between Mr. Frost and any other person pursuant to which Mr. Frost was selected as a director, and there are no transactions between Mr. Frost and the Company that would require disclosure under Item 404(a) of Regulation S-K.
Resignations of Jean-Francois Huc and George F. J. Gosbee
On May 11, 2017, Jean Francois Huc informed the Board of Directors that he had decided to resign as a director of the Company effective May 12, 2017. On May 11, 2017, George F.J. Gosbee also informed the Board of Directors that he had decided to resign as a director of the Company, and from each of the board committees on which he served, effective immediately. The resignations of Messrs. Huc and Gosbee were the result of disagreement with decisions made by the Board of Directors related to board composition following the Company’s Annual Meeting of Stockholders held on May 11, 2017.
Appointment of Chief Financial Officer
On May 12, 2017, the Board of Directors approved the appointment of Mario Settino to replace Raymond Land as Chief Financial Officer. Mr. Land will remain as Chairman of the Company’s Board of Directors.
Mr. Settino is seasoned professional with over 30 years of financial and operational experience in various industries such as services, manufacturing and high-end technology. He previously served as President and Chief Financial Officer of Peds Legwear and prior to this was Chief Financial Officer of Miranda Technologies. Mr. Settino has previously held senior financial positions with Loblaws, Bombardier and LGS, (an IBM company). He is a chartered professional accountant who began his career at Deloitte. Mr. Settino holds a Bachelor of Commerce degree from Concordia University and a Graduate Diploma in Accountancy from McGill University.
On May 15, 2017, BioAmber Canada Inc. entered into an employment agreement with Mr. Settino (the “Employment Agreement”). Pursuant to the Employment Agreement, Mr Settino will be paid (i) a base salary of CAD$340,000, which is subject to review and adjustment in accordance with company policy and (ii) a target cash bonus in the first quarter of each fiscal year of 50% of his gross base salary, based on performance and subject to the evaluation and determination of the Company and the Board. In connection with his employment with the Company, the Board granted Mr. Settino an option to purchase 200,000 shares of common stock at a price per share to be determined in accordance with the terms of the Company’s Equity Grant Award Policy. The option vests over four years, with 25% vesting on the first anniversary of the Employment Agreement and the remaining 75% vesting on a monthly basis over the three following years. The Company shall also grant to Mr. Settino, in the first quarter of each fiscal year, stock options to purchase shares of the Company, restricted stock units or other similar awards based on his and the Company’s performance, such grants to be at the discretion of the Board and in accordance with Company policies.
The Employment Agreement shall be in effect for an indeterminate period and Mr. Settino shall have the right to terminate the Employment Agreement at any time by giving a three month written notice to the Company. In the event that the Company terminates Mr. Settino’s employment after August 15, 2017 for reasons other than his death or for cause, Mr. Settino shall receive a severance payment equal to nine month’s gross base salary plus one month per year of service, up to a maximum of twelve months,
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and a pro rata portion of (i) the averag e of the bonuses earned by Mr. Settino for the two previous fiscal years if the termination occurs after the second anniversary date of the effective date of the Employment Agreement or (ii) the bonus earned by Mr. Settino for the previous fiscal year if t he termination occurs after the first anniversary date of the effective date of the Employment Agreement (the “Severance Payment”). In the event that the Company terminates the employment of Mr. Settino for reasons other than his death or for cause in the twelve months following a transaction involving a change of control of the Company, as determined by the Board, Mr. Settino will be entitled to the Severance Payment, except that the nine month period shall be replaced by a eighteen month period and the ma ximum of twelve months shall be replaced by twenty-four months.
Mr. Settino has also agreed to a non-solicit and non-compete clause during his employment and for a period of twelve months thereafter.
A copy of the Employment Agreement is filed with this report as Exhibit 10.1.
Item 5.07 Submission of Matters to a Vote of Security Holders.
The Company held its Annual Meeting of Shareholders on May 11, 2017 in Montreal, Canada (the “Annual Meeting”). According to the inspector of elections, the stockholders present in person or by proxy represented 20,251,660 shares of common stock (entitled to one vote per share). The number of votes cast for, against or withheld, as well as the number of abstentions and broker non-votes with respect to each proposal voted upon at the Annual Meeting are set forth below.
Proposal 1 – The Election of Class I Directors . The stockholders voted on the election of two Class I directors, Kurt Briner and Ellen B. Richstone, to hold office until the 2020 annual meeting of stockholders and until their successors are duly elected and qualified, subject to their earlier resignation or removal. The stockholders voted as follows:
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Votes For |
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Votes Withheld |
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Abstentions |
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Broker Non-Votes |
Kurt Briner |
15,896,243 |
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397,929 |
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3,957,488 |
Ellen B. Richstone |
15,057,488 |
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1,236,684 |
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3,957,488 |
Accordingly, Mr. Kurt Briner and Ms. Ellen B. Richstone were elected to the Company’s board of directors.
Proposal 2 – Ratification of Appointment of Independent Registered Public Accounting Firm. The stockholders voted on the ratification of the appointment of Deloitte LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2017. The stockholders voted as follows:
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Votes For |
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Votes Against |
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Abstentions |
20,165,814 |
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75,774 |
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10,072 |
Accordingly , the appointment of independent registered public accounting firm was ratified.
A copy of the related press release is filed with this report as Exhibit 99.1.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit
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Description |
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10.1 |
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Employment Agreement by and among BioAmber Canada Inc. and Mario Settino dated May 15, 2017. |
99.1 |
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Press Release dated May 15, 2017. |
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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.
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Date: May 15, 2017 |
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BIOAMBER INC. |
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By: |
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/s/ Fabrice Orecchioni |
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Fabrice Orecchioni |
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President, Chief Operations Officer and Acting Chief Executive Officer
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EMPLOYMENT AGREEMENT
ENTERED INTO as of May 15, 2017.
BETWEEN: |
BIOAMBER CANADA INC. , a corporation duly incorporated in Canada, having a business place located at 1250 Rene-Levesque West, Suite 4310, Montreal, Quebec, H3B 4W8, represented for the purposes hereof by Mr. Fabrice Orecchioni, its President, duly authorized as he so declares; (hereinafter referred to as the "Corporation") |
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MR. MARIO SETTINO , residing and domiciled at 38 Merineau, Kirkland, Quebec, H9J 3V7 ;
(hereinafter referred to as the "Employee") |
WHEREAS the Corporation is a subsidiary of BioAmber Inc., a Delaware corporation (“BioAmber US”);
WHEREAS the Corporation wishes to employ the Employee as its Chief Financial Officer, also serving as Chief Financial Officer of BioAmber US and its other affiliates;
WHEREAS the Employee wishes to act as the Chief Financial Officer of the Corporation and of BioAmber US and its other affiliates;
WHEREAS the parties hereto wish to determine the terms and conditions pertaining to the employment of the Employee;
THEREFORE, THE PARTIES HERETO AGREE AS FOLLOWS:
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EMPLOYMENT |
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1.1. |
The Employee shall serve as Chief Financial Officer of the Corporation and of BioAmber US and its other affiliates, and perform the functions and duties attached to such position in all of the Corporation’s and BioAmber US’ sectors of activity, as well as the tasks and duties that the Chief Executive Officer may delegate to the Employee from time to time. The Employee will report to the Chief Executive Officer of the Corporation. |
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1.2. |
The Employee shall be based in Montreal, but will travel as needed. The Employee also understands that the finance function of the Corporation may have |
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to be eventually relocated outside of Montreal, and confirms that he is prepared to consider to be relocated in such event. |
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2.1. |
In consideration of the Employee’s services pursuant to this Agreement, the Corporation shall: |
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2.1.1. |
pay to the Employee, CAD$13,076.93 bi-weekly which annualizes to CAD$340,000.00, as annual gross base salary, in accordance with the Corporation's and BioAmber US’s remuneration policies; |
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2.1.2. |
review and increase the annualized gross base salary described in section 2.1.1 at the end of each fiscal year end, such salary adjustment being at the discretion of the Board of Directors of the Corporation and of BioAmber US. The salary adjustment is subject to the terms and conditions of the Corporation’s and BioAmber US’s remuneration policies; |
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2.1.3. |
pay to the Employee, in the first quarter of each fiscal year, a target cash bonus of 50% of the gross base salary provided in Section 2.1.1., based on the Employee’s and the Corporation’s performance during the previous fiscal year, such performance evaluation and bonus determination being at the discretion of the Board of Directors of the Corporation and of BioAmber US. The cash bonus is subject to the terms and conditions of the Corporation’s and BioAmber US’s performance bonus plans. |
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STOCK OPTIONS AND OTHER LONG TERM INCENTIVE |
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3.1. |
The Corporation hereby confirms that BioAmber US has granted to the Employee 200,000 options pursuant to BioAmber US’s Stock Option and Incentive Plan, giving the Employee the right to acquire 200,000 shares of Common Stock of BioAmber US at a price per share to be determined in accordance with the terms of the Equity Grant Award Policy of BioAmber US, vesting as follows: twenty-five percent (25%) vesting at the first anniversary date following the coming into force of this Agreement and the remaining seventy-five percent (75%) vesting on a monthly basis over the three (3) following years, the whole according to and subject to the terms and conditions of BioAmber US’s Stock Option and Incentive Plan, its other applicable policies and the applicable rules and regulations of the Securities and Exchange Commission and of the New York Stock Exchange. |
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BioAmber US. All grants of securities shall be in accordance with BioAmber US’ Stock Option and Incentive Plan. |
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FRINGE BENEFITS |
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4.1. |
The Employee shall be entitled, as an employee of the Corporation, (i) to the insurance and benefits (including any health, dental, accident, disability and life insurance) approved from time to time by the Board of Directors of the Corporation, (ii) to the reimbursement by the Corporation of his annual professional association dues, as well as his professional mandatory training, (iii) to a parking spot in the Montreal offices of the Corporation, and (iv) to a car allowance of CAD$2,000.00 per month in reimbursement of costs relating to the professional and private use of a car (for tax purposes, the Employee recognizes that the private use of the car represents a taxable benefit). |
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EXPENSES |
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The Corporation agrees to reimburse the Employee, for all the reasonable fees, expenses and disbursements incurred by the Employee in the performance of his duties, on behalf and for the benefit of the Corporation, in accordance with the applicable Corporation’s policies. The Employee shall submit to the Corporation a periodic report together with supporting documents concerning the fees, disbursements and expenses incurred by the Employee in the performance of his duties during the said period. |
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UNDERTAKINGS OF THE EMPLOYEE |
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6.1. |
The Employee undertakes, during the term of this Agreement: |
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6.1.1. |
on a full-time basis, to devote and to use all his efforts and professional knowledge in the exercise of his functions; and |
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to act at all times within the scope of his employment and in the best interests of the Corporation, to perform his duties to the best of his ability, faithfully, honestly and diligently and to conform at all times to the instructions and directives that may be given to the Employee by the Chief Executive Officer of the Corporation. |
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7.1. |
The Employee hereby: |
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property rights on the Works; |
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7.1.2. |
renounces to any right, and more particularly, but without limitation, to any intellectual property rights which may arise during the execution of the Works, including any moral rights; and |
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agrees that the Corporation may dispose of or modify the Works and the rights pertaining to the Works, at its sole discretion, and without any obligation on its part to consult, notify or compensate the Employee. |
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VACATION |
9. |
TERM |
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9.1. |
This Agreement will take effect on May 15, 2017, and continue in force for an undetermined period thereafter. |
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9.2. |
The Employee shall have the right to terminate this Agreement at any time by giving a three (3) month written notice to this effect to the Corporation. |
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9.4. |
In the event that the Corporation terminates the employment of the Employee for any reason whatsoever (other than according to the provision of Section 9.5 hereof) in the twelve (12) months following a transaction involving a change of control of BioAmber US, as determined by the Board of directors of BioAmber US, the Employee will be entitled to the severance payment provided in Section 9.3, except that the nine (9) month period shall be replaced by a eighteen (18) month period and the maximum of twelve (12) months shall be replaced by twenty-four (24) months. |
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9.5. |
This Agreement shall terminate: |
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upon the termination of the employment of the Employee resulting from (i) the commitment by the Employee of any act of embezzlement, fraud or similar conduct involving the Corporation, and/or (ii) the commission of any indictable offence by the Employee and/or (iii) the persistent failure of Employee to perform his duties hereunder after notices to do so by the Corporation, or |
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9.5.2. |
upon the death of the Employee, |
in any case without any severance payment in lieu of notice being due.
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10.2.1. |
encourage or attempt to bring any person employed by the Corporation or any of its affiliated companies to leave his employment with the Corporation or its affiliated companies or hire, directly or indirectly, any such employees; and |
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10.3. |
The Employee acknowledges that his failure to respect his undertakings and obligations mentioned in 10.1 and 10.2 would be detrimental to the Corporation so as to justify, without prejudice to any other recourse of the Corporation, an injunction and a seizure before judgment, all recourses of the Corporation being cumulative and non-alternative. |
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10.4. |
The Employee acknowledges and agrees that all the restrictions contained in 10.1 and 10.2 are reasonable and valid, in particular in respect of their duration, their scope and the persons they affect, and that these restrictions are essential in order to allow the Corporation and its affiliated companies to adequately protect their position in the field in which they carry on business and operate. |
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ASSIGNMENT |
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11.1. |
Except in the event of a merger or change in control involving the Corporation, the Corporation may not transfer or assign in whole or in part its rights and obligations hereunder without the prior written consent of the Employee. The Employee may not transfer or assign in whole or in part its rights and obligations hereunder. |
12. |
PREAMBLE |
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12.1. |
The preamble forms an integral part of this Agreement. |
13. |
NOTICES |
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13.1. |
Any notice or other communication which is required or permitted to be given hereunder shall be given in writing and shall be deemed properly given when delivered to its recipient, either by bailiff, by courier, messenger or by mail, or by fax or e-mail, in which latter case said notice shall immediately thereafter be confirmed by mail copy, when sent to the addresses set out on the first page hereof. |
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13.2. |
Any notice sent in accordance with this Agreement shall be deemed to be received by its recipient at the time of its delivery, if delivered by courier, messenger or by |
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bailiff, or the fifth (5th) business day following its sending by mail, or the business day after its sending by e-mail or fax. However, if ordinary postal service is interrupted and such interruption is by reason of force majeure, the party sending said notice shall use a service that has not been interrupted or send said notice by courier or messenger to ensure prompt delivery of same. Any change of address may be given in the manner above described. |
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14.1. |
This Agreement shall in all respects be interpreted in accordance with and its performance governed by the laws applicable in the province of Quebec without regard to any principle of conflict of laws. |
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14.2. |
Any disputes which cannot be amicably resolved between the parties shall be settled by arbitration in the city of Montreal as follows according to the Rules of the International Chamber of Commerce (ICC) : |
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14.2.1. |
The arbitration shall take place in the city of Montreal, according to the laws applicable in the province of Quebec. |
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14.2.2. |
The decision of arbitration shall be final. Enforcement of the award may be requested by either party through application to any court having jurisdiction. |
15. |
GENERAL PROVISIONS |
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15.1. |
The parties agree to sign all documents and to do all things required to give effect to the provisions of this Agreement. |
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15.2. |
All amounts referred to in this Agreement are so in Canadian Dollars (CAD$). |
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15.3. |
The waiver by a party hereto to the breach of any provision of this Agreement by the other party shall not prevent said party from exercising any of its rights as a result of a subsequent breach of said provision or of any other provision of this Agreement. A waiver by a party to any provision of this Agreement shall be made in writing; otherwise it shall not be deemed to be a waiver. |
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15.4. |
This Agreement expresses the entire agreement between the parties hereto with respect to all matters contained herein and supersedes any other agreement, proposal, representation, negotiation, oral or written, among the parties concerning such matters. |
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15.5. |
The headings and captions contained in this Agreement are for reference purposes only and shall not affect the meaning or interpretation hereof. |
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and enforced only to the extent that such provision is enforceable. |
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15.7. |
Any modification, amendment or qualification hereof shall be null and void and shall not be binding upon any party unless recorded by written instrument duly signed by the parties hereto. |
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15.8. |
This Agreement may be executed in one or more counterparts, each of which so executed shall constitute an original and all of which together shall constitute one and the same Agreement. |
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15.9. |
Subject to section 14, each of the parties attorns and submits to the non-exclusive jurisdiction of the courts of the province of Quebec with respect to any matter or dispute pertaining to this Agreement. |
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15.10. |
This Agreement shall be binding upon and enure to the benefit of the parties hereto together with their respective heirs, executors, successors and permitted assigns. |
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15.11. |
The parties have agreed that this Agreement be drawn up in the English language. Les parties aux présentes ont convenu que le présent contrat soit rédigé en anglais. Furthermore, the parties undertake to never contest the legality or validity of the present Agreement because of the fact that it has been drawn up in the English language. |
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IN WITNESS WHEREOF, THE PARTIES HAVE SIGNED THIS AGREEMENT AT THE PLACE AND AT THE DATE HEREINABOVE FIRST MENTIONED.
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BIOAMBER CANADA INC. |
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Per: |
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FABRICE ORECCHIONI |
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MARIO SETTINO |
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BioAmber Announces Changes to its Board of Directors, the Appointment of a
Chief Financial Officer and the Results of its Annual Stockholders Meeting
MONTREAL, Canada, May 15, 2017 - BioAmber Inc. (NYSE: BIOA) (TSX: BIOA), a leader in renewable materials, today announced that Robert Frost is joining its board of directors, effective today. Mr. Frost will fill one of the board seats vacated by the resignations of Jean-Francois Huc and George F.J. Gosbee effective May 12, 2017 and May 11, 2017, respectively. Mr. Frost is a Partner at Naxos Capital Partners, one of the Company’s largest stockholders. Mr. Frost brings extensive financial experience and deep knowledge of the Company, its business and its industry. Mr. Frost has been elected a Class II director, to hold office until the 2018 annual meeting of stockholders. Please refer to the Company’s recently filed Current Report on Form 8-K for additional information related to the changes to the Company’s board of directors.
The Company is also pleased to announce the appointment of Mario Settino as the Company’s Chief Financial Officer. Mr. Settino replaces the Company’s current Interim Chief Financial Officer, Raymond Land, who will continue to serve as Chairman of the Company’s Board of Directors. Mr. Settino is seasoned professional with over 30 years of financial and operational experience in various industries such as services, manufacturing and high-end technology. He previously served as President and Chief Financial Officer of Peds Legwear and prior to this was Chief Financial Officer of Miranda Technologies. Mr. Settino has previously held senior financial positions with Loblaws, Bombardier and LGS, (an IBM company). He is a chartered professional accountant who began his career at Deloitte.
Finally, the Company is also pleased to announce that at the Company’s Annual Meeting of Stockholders held in Montreal, Canada on May 11, 2017, the Company’s stockholders voted to re-elect Kurt Briner and Ellen B. Richstone to the Company’s board of directors and to ratify the appointment of Deloitte LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2017.
About BioAmber
BioAmber (NYSE: BIOA) (TSX: BIOA), is a renewable materials company. Its innovative technology platform combines biotechnology and catalysis to convert renewable feedstock into building block materials that are used in a wide variety of everyday products including plastics, paints, textiles, food additives and personal care products. For more information visit
www.bio-amber.com
Forward-Looking Statements
This press release contains forward-looking statements. All statements other than statements of historical fact in this press release are forward-looking statements. These statements often include words such as "believe," "expect," "anticipate," "intend," "plan," "estimate," "seek," "will," "may" or similar expressions. Forward-looking statements are subject to a number of risks and uncertainties, many of which involve factors or circumstances that are beyond BioAmber's control. BioAmber's actual results could differ materially from those stated or implied in forward-looking statements due to a number of factors. Although the Company believes that the expectations reflected in the forward-
looking statements are reasonable, it cannot guarantee that the events and circumstances reflected in the forward-looking statements will be achieved or occur and the timing of events and circumstances and actual results could differ materially from those projected in the forward-looking statements. Accordingly, you should not place undue reliance on these forward-looking statements. All such statements speak only as of the date made, and the Company undertakes no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise. For additional disclosure regarding these and other risks faced by BioAmber, see disclosures contained in BioAmber's public filings with the SEC including, the "Risk Factors" section of BioAmber's most recent Annual Report on Form 10-K and Quarterly Report on Form 10-Q for the Quarter ended March 31, 2017 .
BioAmber Investor Contact
Roy McDowall
Sr. VP Business Development
514-844-8000 Ext. 260
roy.mcdowall@bio-amber.com
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