UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K/A

(Amendment No. 1)

 

 

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)`

Registrant’s 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))

 

 

 

Explanatory Note

This Current Report on Form 8-K/A (“Amendment No. 1”) amends the Current Report on Form 8-K filed with the Securities and Exchange Commission on September 5, 2014 (the “Initial Filing”) by KiOR, Inc. (the “Company”).

This Amendment No. 1 is being filed pursuant to Item 5.02(a)(3)(iii) of Form 8-K in order to file as an exhibit a letter received from Paul O’Connor pursuant to the opportunity to respond to the Initial Filing granted to him under Item 5.02(a)(3)(ii) of Form 8-K. The information contained in this Amendment No. 1 supplements the information contained in Items 5.02 and 9.01 of the Initial Filing.

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

On October 1, 2014, the Company received a letter from Paul O’Connor, a former member of the Company’s Board of Directors, a copy of which is attached hereto as Exhibit 99.1, and is incorporated herein by reference.

 

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

 

Exhibit

No.

   

Description

    17.1†*    Resignation letter of Paul O’Connor, dated August 31, 2014.
99.1    Response letter of Paul O’Connor, dated October 1, 2014.

 

† Confidential treatment requested as to portions of the exhibit. Confidential materials omitted and filed separately with the Securities and Exchange Commission.
* Previously Filed.

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: October 2, 2014

EXHIBIT INDEX

 

Exhibit

No.

   

Description

    17.1†*    Resignation letter of Paul O’Connor, dated August 31, 2014.
99.1    Response letter of Paul O’Connor, dated October 1, 2014.

 

† Confidential treatment requested as to portions of the exhibit. Confidential materials omitted and filed separately with the Securities and Exchange Commission.
* Previously Filed.
EX-99.1

Exhibit 99.1

To: the Board of Directors of KiOR, Inc.,

Re: KiOR, Inc - Form 8-K filing dated 5 September 2014

Dear Sirs,

I refer to the Form 8-K filing dated 5 September 2014, and in particular Item 5.02 thereof (Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers).

In Item 5.02, reference is made to my resignation letter delivered to the board of directors of KiOR, Inc. on 31 August 2014. Management suggests that my resignation letter was delivered following a discussion with two members of the Board who, at the direction of the full Board, requested that I resign further to the results of an Outside Counsel Review (as defined therein) of my conduct, including (i) an instance in which I allegedly 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 I failed to comply with the Company’s insider trading policy.

Furthermore, the Board, after having reviewed my resignation letter, appears to have concluded that (i) none of the issues raised in my resignation letter were part of the basis for the Board’s request for me to resign, (ii) each of the substantive matters raised in the resignation letter were previously raised, investigated and considered by the Company’s special independent board committee focused on reviewing the Company’s operations and (iii) the general substance of the issues addressed in my resignation letter do not require additional action by the Board at this time. In addition, as a summary matter, management disagrees with the claims made by me in the resignation letter and my characterizations of certain facts and my general conclusions.

My view is that the matters as presented by management in the 8-K filing and as reflected in the results of the Outside Counsel Review are incorrect and did not justify an Outside Counsel Review. I disagree with the statements made by the Company’s management in response to Item 5.02 and its characterization of certain facts and general conclusion.

Yours sincerely.

 

LOGO

Paul O’Connor