sc13d
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED
PURSUANT TO RULE 13d-1(a) AND AMENDMENTS
THERETO FILED PURSUANT TO RULE 13d-2(a)
Under the Securities Exchange Act of 1934
(Amendment No. )*
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
(CUSIP Number)
Kathleen Dohmlo, Esq.
LANXESS Corporation
111 RIDC Park West Drive
Pittsburgh, PA 15275-1112
(412) 809-1518
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is subject of this Schedule 13D, and is filing this statement because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. o
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
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NAME OF REPORTING PERSON:
LANXESS Corporation |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF GROUP (SEE INSTRUCTIONS):
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(a) o |
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(b) o |
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SEC USE ONLY: |
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SOURCE OF FUNDS: |
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WC |
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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Delaware
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SOLE VOTING POWER: |
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| NUMBER OF |
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2,244,445 |
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| SHARES |
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SHARED VOTING POWER: |
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| OWNED BY |
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0 |
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SOLE DISPOSITIVE POWER: |
| REPORTING |
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2,244,445 |
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SHARED DISPOSITIVE POWER: |
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0 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: |
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2,244,445 |
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS): |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): |
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9.1% |
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TYPE OF REPORTING PERSON: |
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CO |
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NAME OF REPORTING PERSON:
LANXESS AG |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF GROUP (SEE INSTRUCTIONS):
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(a) o |
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(b) o |
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SEC USE ONLY: |
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SOURCE OF FUNDS: |
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WC |
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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Federal Republic of Germany
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SOLE VOTING POWER: |
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| NUMBER OF |
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2,244,445 |
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| SHARES |
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SHARED VOTING POWER: |
| BENEFICIALLY |
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| OWNED BY |
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0 |
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SOLE DISPOSITIVE POWER: |
| REPORTING |
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2,244,445 |
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| WITH: |
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SHARED DISPOSITIVE POWER: |
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0 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: |
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2,244,445 |
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS): |
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o
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): |
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9.1% |
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TYPE OF REPORTING PERSON |
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CO |
Item 1. Security and Issuer
The class of securities to which this Schedule 13D relates is the common stock, par value
$0.01 per share (the “Shares”) of Gevo, Inc., a Delaware corporation (the
“Issuer”). The Issuer is a renewable chemicals and advanced biofuels company. The
principal executive offices of the Issuer are located at 345 Inverness Drive South, Building C,
Suite 310, Englewood, CO 80112.
Item 2. Identity and Background
(a) This statement is filed by:
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LANXESS Corporation, a Delaware corporation, and |
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LANXESS AG, a corporation formed under the laws of the Federal
Republic of Germany. |
Each of the foregoing is referred to as a “Reporting Person” and together as the “Reporting
Persons.” The Reporting Persons are parties to that certain Joint Filing Agreement, as further
described in Item 6. Accordingly, the Reporting Persons are hereby filing a joint Schedule 13D.
(b) The address of the principal office of LANXESS Corporation is 111 RIDC Park West Drive,
Pittsburgh, PA 15275-1112.
The address of LANXESS AG is Kaiser-Wilhelm Allee 40, 51369 Leverkusen, Germany.
The officers and directors of LANXESS Corporation and their principal occupations and business
addresses are set forth on Schedule B and incorporated by reference in this Item 2.
The Board of Management and the Supervisory Board of LANXESS AG and their principal
occupations and business addresses are set forth on Schedule B and incorporated by reference in
this Item 2.
(c) The principal business of each of LANXESS Corporation and LANXESS AG is specialty
chemicals.
(d) No Reporting Person, nor to their knowledge any person listed on Schedule B, annexed
hereto, has, during the last five years, been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).
(e) No Reporting Person, nor to their knowledge any person listed on Schedule B, annexed
hereto, has, during the last five years, been party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such proceeding was or is subject
to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or finding any violation with respect to
such laws.
Item 3. Source and Amount of Funds or Other Consideration
The Shares purchased by LANXESS Corporation were purchased with working capital. The aggregate
purchase price of the Shares is $27,000,009.
Item 4. Purpose of Transaction
LANXESS Corporation acquired 584,113 shares of the Issuer’s Series D-1 Convertible Preferred
Stock on May 7, 2010 at a price of $17.12 per share for a total purchase price of $10,000,014. The
shares of Series D-1 Preferred Stock were converted into 1,111,112 shares of the Company’s Common
Stock upon completion of the Company’s initial public offering on February 14, 2011. LANXESS
Corporation purchased an additional 1,133,333 shares of the Company’s Common Stock in the Company’s
initial public offering at the initial public offering price of $15.00 per share for a total
purchase price of $16,999,995. LANXESS Corporation acquired the Shares as a strategic investment to
support the development of a source of bio-isobutanol for the purpose of producing butadiene and
isobutylene for use in the production of polybutadiene and butyl rubber.
No Reporting Person has any present plan or proposal which would relate to or result in any of
the matters set forth in subparagraphs (a) — (j) of Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer
The aggregate percentage of Shares reported owned by each person named herein is based upon
24,640,360 Shares outstanding which is the total number of Shares outstanding as of the completion
of the Company’s initial public offering as set forth in the Company’s Prospectus filed pursuant to
Rule 424(b)(4) with the Securities and Exchange Commission on February 10, 2011
(i) LANXESS Corporation
(a) As of the date hereof, LANXESS Corporation beneficially owns 2,244,445 Shares.
Percentage: Approximately 9.1%.
(b) 1. Sole power to vote or direct vote: 2,244,445
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 2,244,445
4. Shared power to dispose or direct the disposition: 0
(c) The transactions in the Shares by LANXESS Corporation in the past 60 days are set forth in
Schedule A and are incorporated by reference.
(ii) LANXESS AG
(a) As of the date hereof, as the parent company of LANXESS Corporation, LANXESS AG is deemed
the beneficial owner of the 2,244,445 Shares owned by LANXESS Corporation.
Percentage: Approximately 9.1%.
(b) 1. Sole power to vote or direct vote: 2,244,445
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 2,244,445
4. Shared power to dispose or direct the disposition: 0
(c) LANXESS AG did not enter into any transactions in the Shares in the past 60 days. The
transactions in the Shares in the past 60 days on behalf of LANXESS Corporation are set forth in
Schedule A and are incorporated by reference.
(d) No person other than the Reporting Persons is known to have the right to receive, or the
power to direct the receipt of dividends from, or proceeds from the sale of, such shares of the
Common Stock.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of
the Issuer.
On
February 17, 2011, the Reporting Persons entered into a Joint Filing Agreement in which the
Reporting Persons agreed to the joint filing on behalf of each of them of statements on Schedule
13D, with respect to securities of the Issuer, to the extent required by applicable law. A copy of
this agreement is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Other than as described herein, there are no contracts, arrangements, understandings or
relationships among the Reporting Persons, or between the Reporting Persons and any other person,
with respect to the securities of the Issuer.
Item 7. Material to be Filed as Exhibits.
99.1 Joint Filing Agreement by and among LANXESS Corporation and LANXESS AG
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the
information set forth in this statement is true, complete and correct.
Date: February 17, 2011
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LANXESS Corporation
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By: |
/s/ Randall S. Dearth
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Randall S. Dearth |
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President and Chief Executive Officer |
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LANXESS AG
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By: |
/s/ Stephanie Cossmann
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/s/ Jochen Schroer |
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Dr. Stephanie Cossmann
Dr. Jochen Schroer |
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SCHEDULE A
On February 14, 2011, LANXESS Corporation acquired 1,111,112 shares of the Company’s Common
Stock upon the automatic conversion of 584,113 shares of Series D-1 Convertible Preferred Stock on
completion of the Company’s initial public offering. Also on February 14, 2011, LANXESS Corporation
purchased an additional 1,133,333 shares of the Company’s Common Stock at the initial public
offering price of $15.00 per share.
SCHEDULE B
Directors and Officers of LANXESS Corporation
The name and current principal occupation of each director and executive officer of LANXESS
Corporation is set forth below. Unless otherwise noted, each director and officer is a citizen of
the United States and the business address of each director and executive officer is c/o 111 RIDC
Park West Drive, Pittsburgh, PA 15275-1112.
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Current Principal Occupation |
Randall S. Dearth
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Director, President and Chief Executive Officer |
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Dr. Rainier van Roessel
Kaiser-Wilhelm Allee 40,
51369 Leverkusen, Germany
Citizen of the Netherlands
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Director; Member of the Board of Management
(Industrial Relations Director) of LANXESS AG |
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Matthias Zachert
Kaiser-Wilhelm Allee 40,
51369 Leverkusen, Germany
Citizen of Federal
Republic of
Germany
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Director, Member of the Board of Management
(Chief Financial Officer) of LANXESS AG |
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Bruce R. Davis
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Treasurer |
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Todd A. Portzline
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Assistant Secretary |
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Raymond D. Newhouse
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Vice President and Chief Financial Officer |
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Marcy L. Tenaglia
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Vice President, General Counsel & Secretary |
Directors and Executive Officers of LANXESS AG
The name and current principal occupation of each member of the Board of Management and Supervisory
Board of LANXESS Ag is set forth below. Unless otherwise noted, each such member is a citizen of
the Federal Republic of Germany. The business address of each member of the Board of Management is
Kaiser-Wilhelm Allee 40, 51369 Leverkusen, Germany.
BOARD OF MANAGEMENT
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Current Principal Occupation |
Dr. Axel Claus Heitmann
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Chairman of the Board of Management |
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Dr. Werner Breuers
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Member of the Board of Management |
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Dr. Rainier van Roessel
Citizen of the Netherlands
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Member of the Board of Management (Industrial Relations Director) |
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Matthias Zachert
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Member of the Board of Management (Chief Financial Officer) |
SUPERVISORY BOARD
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Current Principal Occupation |
Stockholder Representatives |
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Dr. Rolf Stomberg
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Chairman of the Supervisory Board
Chairman of the Board of Directors of Management
Consulting Group plc. |
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Dr. Friedrich Janssen
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Formerly Member of the Executive Board of E.ON Ruhrgas
AG, Essen |
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Robert J. Koehler
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Chairman of the Board of Management of SGL Carbon SE,
Wiesbaden |
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Rainer Laufs
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Self-employed Consultant
formerly Chairman of the Executive Board of Management
of Deutsche Shell AG, Hamburg |
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Prof. h.c. (CHN)
Dr. rer. oec.
Ulrich Middelmann
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Formerly Chairman of the Executive Board of Management
of ThyssenKrupp Steel AG, Duisburg |
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Theo H. Walthie
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Self-employed Consultant |
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Employee Representatives |
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Ulrich Freese
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Vice Chairman of the Supervisory Board
Vice Chairman of the German Mine, Chemical and Power
Workers’ Union (IG BCE) |
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Axel Berndt
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Member of the LANXESS Works Council Leverkusen |
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Wolfgang Blossey
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Head of Trade Union district of the main Executive
Board of the German Mine, Chemical and Power Workers’
Union (IG BCE) Hanover |
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Dr. Rudolf Fauss
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Chairman of the LANXESS Managerial Employees’ Committee
Head of Central Functions Human Resources at LANXESS
Deutschland GmbH |
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Hans-Jürgen Schicker
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Chairman of the Works Council Uerdingen |
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Giesela Seidel
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Chairwoman of the Works Council Dormagen |
All of the above with postal address at Kaiser-Wilhelm-Allee 40, 51369 Leverkusen, Germany
Exhibit 99.1
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as
amended, the persons named below agree to the joint filing on behalf of each of them of a Statement
on Schedule 13D filed on February 22, 2011 (including additional amendments thereto) with respect
to the shares of Common Stock, par value $.01 per share, of Gevo, Inc. This Joint Filing Agreement
shall be filed as an Exhibit to such Statement.
Dated: February 17, 2011
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LANXESS Corporation
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By: |
/s/ Randall S. Dearth
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Randall S. Dearth |
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President and Chief Executive Officer |
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LANXESS AG
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By: |
/s/ Stephanie Cossmann
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/s/ Jochen Schroer |
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Dr. Stephanie Cossmann
Dr. Jochen Schroer |
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