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): April 19, 2012
 
__________________
 
Lyris, Inc.
(Exact name of registrant as specified in its charter)
 
Delaware 333-82154 01-0579490
(State or other (Commission File Number) (I.R.S. Employer
jurisdiction of incorporation)   Identification Number)
 
6401 Hollis St., Suite 125    
Emeryville, CA   94608
(Address of principal   (Zip code)
executive offices)    

Registrant's telephone number, including area code: (800) 768-2929
 
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:
 
       o      Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
       
  o   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
       
  o   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
       
  o   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 April 19, 2012, Lyris, Inc. (“Company”) and Deborah Eudaley, the Company’s Chief Financial Officer, entered into an amendment (“Amendment”) to Ms. Eudaley’s offer letter dated October 17, 2011.

     Under the Amendment, if Lyris is acquired or undergoes a change in control, and Ms. Eudaley is terminated in her role as an executive without cause three months prior to or two years following a change in control, Ms. Eudaley will be entitled to: (1) a severance payment equal to twelve months of her base salary, at the rate in effect on the date of termination of employment; (2) 100% of her annual bonus; (3) twelve months of company-paid COBRA health insurance premiums; and (4) full vesting of all of her then unvested options.

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

(e) The information set forth under Item 1.01, “Entry into a Material Definitive Agreement,” is incorporated herein by reference.



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.

Lyris, Inc.
 
   
By: /s/ Wolfgang Maasberg  
Name:  Wolfgang Maasberg
Title: Chief Executive Officer

Date: April 25, 2012