五星体育直播

As filed with the Securities and Exchange Commission on March听1, 2019

Registration 狈辞.听333-听听听听听听听听听听听听听听听听

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

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FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

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CODEXIS, INC.

(Exact Name of Registrant as Specified in Its Charter)

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Delaware	听	71-0872999
(State or Other Jurisdiction of Incorporation or Organization)	听	(I.R.S. Employer Identification Number)

200 Penobscot Drive

Redwood City, CA 94063

(Address of Principal Executive Offices, including Zip Code)

五星体育直播 2010 Equity Incentive Award Plan

(Full Title of the Plan)

John J. Nicols

President and Chief Executive Officer

五星体育直播

200 Penobscot Drive

Redwood City, CA 94063

(650) 421-8100

(Name and Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service)

Copy To:

Patrick A. Pohlen, Esq.

Kathleen M. Wells, Esq.

Latham听& Watkins听LLP

140 Scott Drive

Menlo Park, California 94025

(650)听328-4600

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Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definition of 聯large accelerated filer,聰 聯accelerated filer,聰 聯smaller reporting company聰 and 聯emerging growth company聰 in Rule 12b-2 of the Exchange Act.

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Large听accelerated听filer	听	鈽�	听听	Accelerated听filer	听	鈽�
Non-accelerated filer	听	鈽�	听听	Smaller听reporting听company	听	鈽�
	听		听听	Emerging growth company	听	鈽�

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section听7(a)(2)(B) of the Securities Act. 鈽�

CALCULATION OF REGISTRATION FEE

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Title of Securities To Be Registered	听	Amount To Be Registered(1)	听	Proposed Maximum Offering Price Per Share	听	Proposed Maximum Aggregate Offering Price	听	Amount of Registration Fee
Common Stock, $0.0001 Par Value	听	2,162,589(2)	听	$21.57(3)	听	$46,647,045	听	$5,654
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(1)

Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the 聯Securities Act聰), this registration statement shall also cover any additional shares of the Registrant聮s common stock that become issuable under the 五星体育直播 2010 Equity Incentive Award Plan (the 聯2010 Plan聰), by reason of any stock dividend, stock split, recapitalization or similar transaction effected without the Registrant聮s receipt of consideration which would increase the number of outstanding shares of common stock.

(2)	Represents 2,162,589 additional shares of common stock reserved for future issuance under the 2010 Plan.

(3)

This estimate is made pursuant to Rule 457(c) and Rule 457(h) of the Securities Act solely for purposes of calculating the registration fee. The Proposed Maximum Offering Price Per Share is $21.57, which is the average of the high and low prices for the Registrant聮s common stock as reported on The Nasdaq Global Select Market on February听27, 2019.

This registration statement will become effective upon filing in accordance with Rule 462 under the Securities Act. Proposed sale to take place as soon after the effective date of the registration statement as awards under the plan are exercised and/or vest.

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REGISTRATION OF ADDITIONAL SECURITIES

By a registration statement on Form S-8 filed with the Securities and Exchange Commission (the 聯SEC聰) on June听24, 2010, File No.听333-167752 (the 聯Original Registration Statement聰), 五星体育直播 (the 聯Registrant聰) registered 1,997,855 shares of common stock, par value $0.0001 per share (the 聯Common Stock聰), issuable under the 五星体育直播 2010 Equity Incentive Award Plan (the 聯2010 Plan聰). The Original Registration Statement also registered 8,307,026 shares of Common Stock issuable under the 五星体育直播 2002听Stock Plan (the 聯2002 Plan聰), which shares become available for issuance under the 2010 Plan to the extent awards under the 2002 Plan are forfeited or lapse unexercised and are not issued under the 2002 Plan. By a registration statement on Form S-8 filed with the SEC on February听10, 2011, File No.听333-172166 (the 聯2011 Registration Statement聰), the Registrant registered an additional 1,393,142 shares of Common Stock issuable under the 2010 Plan. By a registration statement on Form S-8 filed with the SEC on March听5, 2012, File No.听333-179903 (the 聯2012 Registration Statement聰), the Registrant registered an additional 1,439,827 shares of Common Stock issuable under the 2010 Plan. By a registration statement on Form S-8 filed with the SEC on April听3, 2013, File No.听333-187711 (the 聯2013 Registration Statement聰), the Registrant registered an additional 1,506,707 shares of Common Stock issuable under the 2010 Plan. By a registration statement on Form S-8 filed with the SEC on March听13, 2014, File No.听333-194524 (the 聯2014 Registration Statement聰), the Registrant registered an additional 1,525,434 shares of Common Stock issuable under the 2010 Plan. By a registration statement on Form S-8 filed with the SEC on March听9, 2015, File No.听333-202596 (the 聯2015 Registration Statement聰), the Registrant registered an additional 1,582,505 shares of Common Stock issuable under the 2010 Plan. By a registration statement on Form S-8 filed with the SEC on March听8, 2016, File No.听333-210022 (the 聯2016 Registration Statement聰), the Registrant registered an additional 1,613,731 shares of Common Stock issuable under the 2010 Plan. By a registration statement on Form S-8 filed with the SEC on March听10, 2017, File No.听333-216587 (the 聯2017 Registration Statement聰), the Registrant registered an additional 1,650,207 shares of Common Stock issuable under the 2010 Plan. By a registration statement on Form S-8 filed with the SEC on March听15, 2018, File No.听333-223693 (the 聯2018 Registration Statement聰), the Registrant registered an additional 1,934,591 shares of Common Stock issuable under the 2010 Plan. The Registrant is hereby registering an additional 2,162,589 shares of Common Stock issuable under the 2010 Plan, which shares are now available for grant due to an automatic annual increase provision in the 2010 Plan.

Pursuant to Instruction E of Form S-8, the contents of the Original Registration Statement, the 2011 Registration Statement, the 2012 Registration Statement, the 2013 Registration Statement, the 2014 Registration Statement, the 2015 Registration Statement, the 2016 Registration Statement, the 2017 Registration Statement and 2018 Registration Statement are incorporated by reference in this registration statement on Form S-8.

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

The information called for in Part I of Form S-8 is not being filed with or included in this Form S-8 (by incorporation by reference or otherwise) in accordance with the rules and regulations of the SEC.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

In this registration statement, 五星体育直播 is sometimes referred to as 聯Registrant,聰 聯we,聰 聯us聰 or 聯our.聰

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Item听3.

Incorporation of Documents by Reference.

The SEC allows us to 聯incorporate by reference聰 the information we file with it, which means that we can disclose important information to you by referring to those documents. The information incorporated by reference is considered to be part of this registration statement, and later information filed with the SEC will update and supersede this information. We hereby incorporate by reference into this registration statement the following documents previously filed with the SEC:

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(a)

The Registrant聮s Annual Report on Form 10-K for the fiscal year ended December听31, 2018, filed by the Registrant with the SEC on March听1, 2019 (File No.听001-34705); and

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(b)

The Registrant聮s Current Reports on Form 8-K, filed by the Registrant with the SEC on January听10, 2019 and February听12, 2019 (File No.听001-34705); and

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(c)

The description of the Registrant聮s Common Stock contained in the Registrant聮s registration statement on Form 8-A (File No.听001-34705), filed by the Registrant with the SEC under Section听12(b) of the Securities Exchange Act of 1934, as amended (the 聯Exchange Act聰) on April听19, 2010, including any amendments or reports filed for the purpose of updating such description.

All documents that the Registrant subsequently files pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a post-effective amendment to the registration statement which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this registration statement and to be a part hereof from the date of the filing of such documents; except as to any portion of any future annual or quarterly report to stockholders, or document or current report furnished under any current or future items of Form 8-K (including current Items 2.02 and 7.01), in each case, that is not deemed filed under such provisions. For the purposes of this registration statement, any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this registration statement.

Under no circumstances will any information filed under current Items 2.02 or 7.01 of Form 8-K be deemed incorporated herein by reference unless such Form 8-K expressly provides to the contrary.

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Item听4.

Description of Securities.

Not applicable.

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Item听5.

Interests of Named Experts and Counsel.

Latham听& Watkins LLP, counsel to the Registrant, and certain attorneys and investment funds affiliated with the firm collectively own an aggregate of less than 1% of the Registrant聮s Common Stock.

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Item听6.

Indemnification of Directors and Officers.

Pursuant to section 145 of the Delaware General Corporation Law (the 聯DGCL聰), a corporation has the power to indemnify a party to any threatened, pending, or completed legal proceeding by reason of his or her service on behalf of a corporation. The DGCL further mandates that indemnification shall be made to any such person who has been successful 聯on the merits聰 or 聯otherwise聰 with respect to the defense of any such proceeding, but does not require indemnification in any other circumstances. The DGCL provides that a corporation has the power to indemnify a director, officer, employee or agent of the corporation and certain other persons serving at the request of the corporation in related capacities against amounts paid and expenses incurred in connection with an action or proceeding to which he or she is or is threatened to be made a party by reason of such position, if such person has acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation, and, in any criminal proceeding, if such person had no reasonable cause to believe his or her conduct was unlawful; provided that, in the case of actions brought by or in the right of the corporation, no indemnification may be made with respect to any matter as to which such person has been adjudged to be liable to the corporation unless and only to the extent that the adjudicating court determines that such indemnification is proper under the circumstances. A corporation may advance the expenses incurred in defending such a proceeding upon the giving of an undertaking, or promise, to repay such sums in the event it is later determined that such indemnitee is not entitled to be indemnified.

The Registrant聮s amended and restated certificate of incorporation provides that the Registrant may, and the Registrant聮s amended and restated bylaws provide that the Registrant shall, indemnify and advance expenses to each the Registrant聮s directors and officers, and may indemnify and advance expenses to the Registrant聮s employees and other agents, to the fullest extent permitted by the DGCL, as described above.

The Registrant has also entered into indemnification agreements with each of its directors and executive officers, and certain other of its employees, in addition to the indemnification provisions provided for in its amended and restated certificate of incorporation and amended and restated bylaws. Subject to the limitations of the DGCL and other applicable law, these agreements provide for the indemnification of the Registrant聮s directors, officers and some employees for certain expenses and liabilities incurred in connection with any action, suit, proceeding or alternative dispute resolution mechanism, or hearing, inquiry or investigation that may lead to the foregoing, to which they are a party or participant in, or are threatened to be made a party or participant in, by reason of the fact that they are or were a director, officer, employee, agent or fiduciary of the Registrant, or any of the Registrant聮s subsidiaries, by reason of any action or inaction by them while serving as an officer, director, agent or fiduciary, or by reason of the fact that they were serving at the Registrant聮s request as a director, officer, employee, agent or fiduciary of another entity. In the case of an action or proceeding by or in the right of the Registrant or any of its subsidiaries, no indemnification will be provided for any claim where a court determines that the indemnified party is prohibited from receiving indemnification. The Registrant intends to enter into indemnification agreements with any new directors and executive officers in the future.

The Registrant has purchased and will maintain insurance on behalf of any person who is or was a director or officer against any loss arising from any claim asserted against him or her and incurred by him or her in that capacity, subject to certain exclusions and limits of the amount of coverage.

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Item听7.

Exemption from Registration Claimed.

Not applicable.

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Item听8.

Exhibits.

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Exhibit No.	听听	Description
听听4.1	听听
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听听5.1	听听	Opinion of Latham听& Watkins LLP.
23.1	听听	Consent of Latham听& Watkins LLP (included in Exhibit 5.1 hereto).
23.2	听听	Consent of Independent Registered Public Accounting Firm.
24.1	听听	Power of Attorney (included in the signature page to this registration statement).
99.1	听听

Item听9.

Undertakings.

(a) The Registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i) To include any prospectus required by Section听10(a)(3) of the Securities Act;

(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20听percent change in the maximum aggregate offering price set forth in the 聯Calculation of Registration Fee聰 table in the effective registration statement;

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the registration statement is on Form S-8 and the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the SEC by the Registrant pursuant to Section听13 or 15(d) of the Exchange Act that are incorporated by reference in the registration statement.

(2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(b) The Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant聮s annual report pursuant to Section听13(a) or 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan聮s annual report pursuant to Section听15(d) of the Exchange Act) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Redwood City, State of California, on this 1^st day of March, 2019.

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POWER OF ATTORNEY

Each person whose individual signature appears below hereby authorizes and appoints John J. Nicols, Gordon Sangster and Richard A. Sabalot, and each of them, with full power of substitution and resubstitution and full power to act without the other, as his or her true and lawful attorney-in-fact and agent to act in his or her name, place and stead and to execute in the name and on behalf of each person, individually and in each capacity stated below, and to file any and all amendments to this registration statement, including any and all post-effective amendments and amendments thereto, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing, ratifying and confirming all that said attorneys-in-fact and agents or any of them or their or his substitute or substitutes may lawfully do or cause to be done by virtue thereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the date indicated.

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Signature	听听	Title	听	Date
/s/ John J. Nicols	听听	President, Chief Executive Officer and Director (Principal Executive Officer)	听	March听1, 2019
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John J. Nicols			听	听
/s/ Gordon T. B. Sangster	听听	Senior Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)	听	March听1, 2019
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Gordon T. B. Sangster			听	听
/s/ Bernard J. Kelley	听听	Chairman of the Board of Directors	听	March听1, 2019
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Bernard J. Kelley			听	听
/s/ Thomas R. Baruch	听听	Chairman Emeritus, Director	听	March听1, 2019
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Thomas R. Baruch			听	听
/s/ Pam P. Cheng	听听	Director	听	March听1, 2019
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Pam P. Cheng			听	听

/s/ Byron L. Dorgan	听听	Director	听	March听1, 2019
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Byron L. Dorgan			听	听
/s/ Kathleen S. Glaub	听听	Director	听	March听1, 2019
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Kathleen S. Glaub			听	听
/s/ David V. Smith	听听	Director	听	March听1, 2019
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David V. Smith			听	听
/s/ Dennis P. Wolf	听听	Director	听	March听1, 2019
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Dennis P. Wolf			听	听
/s/ Patrick Y. Yang	听听	Director	听	March听1, 2019
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Patrick Y. Yang			听	听

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