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Form 8-K

 

 

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): March 14, 2012

 

 

Gevo, Inc.

(Exact Name of Registrant as Specified in its Charter)

 

 

 

Delaware   001-35073   87-0747704

(State or Other Jurisdiction

of Incorporation)

  

Commission

File Number

  

(IRS Employer

Identification No.)

345 Inverness Drive South, Building C, Suite 310,

Englewood, CO 80112

(Address of Principal Executive Offices) (Zip Code)

Registrant’s telephone number, including area code: (303) 858-8358

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:

 

¨ 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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

(d) Election of Director.

On March 14, 2012, the board of directors (the “Board”) of Gevo, Inc. (the “Company”) approved the appointment of Ruth I. Dreessen to the Board as a Class I director and as a member of the Audit Committee, with a current term that will expire at the annual meeting of stockholders to be held in 2014. Ms. Dreessen has also been appointed to serve as chairperson of the Audit Committee, effective immediately. Upon her appointment to the Board, Ms. Dreessen received an initial equity grant valued at $125,000, half of which will be paid by the issuance of an option to purchase shares of the Company’s common stock and half of which will be paid in restricted shares of the Company’s common stock. Both awards were made pursuant to the Company’s 2010 Stock Incentive Plan and will vest in equal monthly installments over a period of three years from the grant date. Ms. Dreessen will also be eligible to receive annual grants of restricted shares and stock options, and other compensation consistent with the Company’s compensation policy for her service as a non-employee director, as specified from time to time by the Board. Ms. Dreessen will also enter into the Company’s form of indemnification agreement for directors. Copies of the Company’s form of restricted stock award agreement, form of stock option award agreement and form of indemnification agreement are attached as exhibits to this Current Report on Form 8-K and are incorporated herein by reference.

Ms. Dreessen is a chemicals industry veteran and brings significant experience to the Company’s Board. Ms. Dreessen currently serves as Managing Director of Lion Chemical Capital, LLC, and has previously served as Executive Vice President and Chief Financial Officer of TPC Group, Inc. and as Senior Vice President, Chief Financial Officer and director of Westlake Chemical Corporation. Ms. Dreessen received a Bachelor of Arts degree in European History from New College of Florida and a Masters in International Affairs from Columbia University. The Company issued a press release announcing the appointment of Ms. Dreessen on March 14, 2012, a copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits.

 

10.1    Form of Restricted Stock Award Agreement under the 2010 Stock Incentive Plan (incorporated by reference to Exhibit 10.21 to the Company’s Form 10-K for the period ended December 31, 2010, which was filed on March 29, 2011).
10.2    Form of Stock Option Award Agreement under the 2010 Stock Incentive Plan (incorporated by reference to Exhibit 10.22 to the Company’s Form 10-K for the period ended December 31, 2010, which was filed on March 29, 2011).
10.3    Form of Indemnification Agreement (incorporated by reference to Exhibit 10.33 to the Company’s Registration Statement on Form S-1/A which was filed on January 19, 2011 (File No. 333-168792)).
99.1    Press Release of Gevo, Inc., dated March 14, 2012.

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.

 

 

Gevo, Inc.

  By:  

  /s/ Mark Smith

    Mark Smith
    Chief Financial Officer
Date: March 14, 2012    
Press Release of Gevo, Inc., dated March 14, 2012.

Exhibit 99.1

 

LOGO

For Immediate Release

Gevo Appoints Ruth Dreessen, Managing Director of Lion Chemical Capital,

LLC, to the Board of Directors

ENGLEWOOD, Colo. — March 14, 2012 — Gevo, Inc. (NASDAQ: GEVO), a leading renewable chemicals and advanced biofuels company, today announced the appointment of Ruth Dreessen to its Board of Directors. Dreessen is Managing Director of the Lion Chemical Capital, LLC, a private equity firm focused on the chemical and related industries.

“Ruth Dreessen brings a depth of experience as an executive officer with two well known public companies,” said Dr. Patrick Gruber, CEO of Gevo. “She brings a successful track record in investment banking with a focus in the chemical industry and a strong core understanding of the chemical market. Ruth’s expertise will be invaluable to our Board of Directors as we move forward with our commercialization plans.”

Prior to joining Lion Chemical Capital, Dreessen served as the Executive Vice President and Chief Financial Officer of TPC Group, Inc. from 2005 to 2010. During this time, Dreessen executed the acquisition and financing of Huntsman’s C4 processing business and lead the finance, accounting and treasury functions as well as strategic planning and corporate development initiatives. Before joining TPC Group, Dreessen served as Senior Vice President, Chief Financial Officer and Director of Westlake Chemical Corp. She spent 21 years at JP Morgan Securities and predecessor companies ultimately as a Managing Director of chemicals investment banking, focused on leveraged and private equity transactions in chemicals and related industries.

Dreessen currently serves on the board of Versar, Inc. (VSR) and she has previously served on the boards of the Georgia Gulf Corporation, Westlake Chemical Corporation and the Better Minerals & Aggregates Corporation and Georgia Gulf Corporation. She holds a master’s degree in International Affairs from Columbia University and a bachelor’s degree in European History from New College of Florida.

About Gevo

Gevo is converting existing ethanol plants into biorefineries to make renewable building block products for the chemical and fuel industries. The Company plans to convert renewable raw materials into isobutanol and renewable hydrocarbons that can be directly integrated on a “drop in” basis into existing chemical and fuel products to deliver environmental and economic benefits. Gevo is committed to a sustainable biobased economy that meets society’s needs for plentiful food and clean air and water. For more information, visit www.gevo.com

Forward-Looking Statements

Certain statements in this press release may constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include statements that are not purely statements of historical fact, and can sometimes be identified by our use of terms such as “intend,” “expect,” “plan,” “estimate,” “future,” “strive” and similar words. These forward-looking statements are made on the basis of the current beliefs, expectations and assumptions of the management of Gevo and are subject to significant risks and uncertainty. Investors are cautioned not to place undue reliance on any such forward-looking statements. All such forward-looking statements speak only as of the date they are made, and the company undertakes no obligation to update or revise these statements, whether as a result of new information, future events or otherwise. Although the company believes that the expectations reflected in these forward-looking statements are reasonable, these statements involve many risks and uncertainties that may cause actual results to differ materially from what may be expressed or implied in these forward-looking statements. For a further discussion of risks and uncertainties that could cause actual results to differ from those expressed in these forward-looking statements, as well as risks relating to the business of Gevo in general, see the risk disclosures in the Annual Report on Form 10-K of Gevo for the year ended December 31, 2011, and in subsequent reports on Forms 10-Q and 8-K and other filings made with the SEC by Gevo.

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Media Contact:    Investor Contact:
Beth E. Starkin    Sarah McCabe
Peppercom for Gevo    Stern IR for Gevo
T: (212) 931-6108    T: (267) 909-9237
bstarkin@peppercom.com    sarah@sternir.com