Attached files
file | filename |
---|---|
EX-17.1 - EX-17.1 - Kior Inc | d784573dex171.htm |
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 31, 2014
KiOR, Inc.
(Exact name of registrant as specified in its charter)
Delaware | 001-35213 | 51-0652233 | ||
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) | ||
13001 Bay Park Road Pasadena, Texas |
77507 | |||
(Address of principal executive offices) | (Zip Code) |
Registrants telephone number, including area code: (281) 694-8700
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):
¨ | 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. |
(a)
On August 31, 2014, Paul OConnor, a member of the board of directors (the Board) of KiOR, Inc. (the Company) delivered a letter of resignation to the Company (the Resignation Letter) resigning from the Board, effective immediately. Mr. OConnor delivered the Resignation Letter following a discussion with two members of the Board who, at the direction of the full Board, requested that Mr. OConnor resign. The circumstances underlying the Boards request that Mr. OConnor resign are described in further detail below. At the time of his resignation, Mr. OConnor did not serve on any committees of the Board.
Prior to Mr. OConnors resignation, the Board asked the Companys outside counsel to review Mr. OConnors conduct (the Outside Counsel Review). The matters reviewed by counsel in connection with the Outside Counsel Review included (i) an instance in which Mr. OConnor withheld a third party technology report, paid for by the Company, from the Board and management, (ii) an instance of unauthorized communications with persons during the course of the Outside Counsel Review and (iii) the possibility that Mr. OConnor failed to comply with the Companys insider trading policy.
The Board (other than Mr. OConnor) met to discuss the results of the Outside Counsel Review and, pursuant to that discussion, unanimously agreed to ask Mr. OConnor to resign from the Board.
In his Resignation Letter, Mr. OConnor outlines a number of matters, unrelated to the Outside Counsel Review and the request by the Board for Mr. OConnor to resign, including his concerns about the performance of KiORs management team and KiORs technology. A copy of the Resignation Letter and related exhibits is attached hereto as Exhibit 17.1 to this Current Report on Form 8-K (this Form 8-K). All descriptions of the contents of the Resignation Letter set forth in this Form 8-K are qualified in their entirety by reference to the full text of the Resignation Letter.
The Company and the Board have reviewed the Resignation Letter and concluded that: (i) none of the issues raised in the Resignation Letter were part of the basis for the Boards request for Mr. OConnor to resign, (ii) each of the substantive matters raised in the Resignation Letter were previously raised, investigated and considered by the Companys special independent board committee focused on reviewing the companys operations and (iii) the general substance of the issues addressed in Mr. OConnors Resignation Letter do not require additional action by the Board at this time. In addition, as a summary matter, Company management disagrees with the claims made by Mr. OConnor in the Resignation Letter and Mr. OConnors characterizations of certain facts and his general conclusions.
The Company intends to continue to vigorously respond to allegations by Mr. OConnor that it considers to be false, misleading or inappropriate and is currently considering all of its options, including the possibility of legal action against Mr. OConnor.
The Company has provided Mr. OConnor with a copy of the disclosures it is making in response to this Item 5.02 no later than the date of filing of this Form 8-K with the Securities and Exchange Commission. The Company will provide Mr. OConnor with the opportunity to furnish the Company, as promptly as possible, with a letter addressed to the Company stating whether Mr. OConnor agrees with the statements made by the Company in response to this Item 5.02 and, if not, stating the respects in which he does not agree. The Company will file any such letter received from Mr. OConnor with the Securities and Exchange Commission as an exhibit by amendment to this Form 8-K within two business days after receipt by the Company.
Item 9.01 | Financial Statements and Exhibits. |
(d) | Exhibits |
Exhibit No. |
Description | |
17.1 | Resignation letter of Paul OConnor, dated August 31, 2014. |
Confidential treatment requested as to portions of the exhibit. Confidential materials omitted and filed separately with the Securities and Exchange Commission.
SIGNATURE
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.
KiOR, Inc. | ||
By: | /s/ Christopher A. Artzer | |
Christopher A. Artzer | ||
President, Interim Chief Financial Officer, General Counsel and Secretary |
Date: September 5, 2014
EXHIBIT INDEX
Exhibit No. |
Description | |
17.1 | Resignation letter of Paul OConnor, dated August 31, 2014. |
Confidential treatment requested as to portions of the exhibit. Confidential materials omitted and filed separately with the Securities and Exchange Commission.