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): July 2029, 2016

CERES, INC.

(Exact Name of registrant as Specified in its charter)

Delaware	001-35421	33-0727287
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

1535 Rancho Conejo Boulevard
Thousand Oaks, CA	91320
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (805) 376-6500

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:

¨	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 32.01. ~~Notice~~Completion of ~~Delisting~~Acquisition or ~~Failure~~Disposition ~~to Satisfy a Continued Listing Rule or Standard; Transfer~~ of ~~Listing~~Assets.

OnAs ~~July~~previously 20reported, ~~2016~~on June 16, 2016, Ceres, Inc. (the “Company”) ~~received~~, aLand ~~letter~~O’Lakes, ~~(the~~Inc., ~~“Notice”)~~a ~~from~~cooperative ~~The~~corporation ~~Nasdaq~~incorporated ~~Stock~~under ~~Market LLC (“NASDAQ”) notifying~~ the ~~Company~~laws of ~~its~~Minnesota ~~failure to comply with NASDAQ Listing Rule 5550~~(b“Parent”)~~(1).~~, ~~NASDAQ~~and ~~Listing~~Roman ~~Rules~~Merger ~~require~~Sub, ~~that~~Inc., ~~the~~a ~~Company~~corporation ~~satisfy~~incorporated atunder ~~least one of~~ the ~~following~~ ~~criteria:~~laws ~~(1) stockholders’ equity~~ of atDelaware ~~least~~and ~~$2.5~~a ~~million,~~wholly ~~(2)~~owned ~~market value~~ subsidiary of ~~listed~~Land ~~securities~~O’Lakes ~~of at least $35 million or~~ (3“Purchaser”) ~~net income from continuing operations of $500~~,~~000~~ inentered ~~the~~into ~~most~~an ~~recently~~Agreement ~~completed~~and ~~fiscal~~Plan ~~year or in two~~ of ~~the three~~Merger ~~most recently completed fiscal years. Based on~~ (the ~~financial~~“Merger ~~statements~~Agreement”), pursuant ~~included~~to inwhich ~~the~~Purchaser ~~Company’s~~commenced ~~Quarterly Report~~ on ~~Form~~July ~~10-Q for the fiscal quarter ended May 31~~1, 2016, ~~which~~a ~~reported~~cash ~~that~~tender ~~the~~offer ~~Company’s stockholders’ equity fell below $2.5 million,~~ (the ~~Company~~“Offer”) ~~did~~to ~~not,~~purchase asall of ~~June 19, 2016, meet any of these three criteria for continued listing on~~ the ~~NASDAQ~~issued ~~Capital~~and ~~Market.~~outstanding ~~The~~shares ~~Notice~~of ~~provides~~common ~~that the Company must submit a plan to regain compliance with NASDAQ’s continued listing requirements within 45 calendar days~~stock, orpar byvalue ~~September 6, 2016~~$0.01 ~~The~~per ~~Company~~share ~~intends to timely submit a plan to regain compliance to NASDAQ and, if~~ (the ~~plan~~“Common ~~is accepted~~Shares”), ~~NASDAQ may grant an extension~~ of ~~up to 180 calendar days from~~ the ~~date~~Company ofat ~~the~~a ~~Notice for~~price ~~the~~of ~~Company to evidence compliance~~$0.40 ~~There~~per ~~can~~share ~~be no assurance that the Company will be able to provide a plan of compliance~~ in a ~~timely manner~~cash, orwithout ~~that~~interest ~~NASDAQ~~and ~~would~~less ~~accept~~any ~~such~~applicable awithholding ~~plan~~taxes of(the ~~compliance~~“Common Consideration”).

AsThe ~~previously~~Offer ~~reported~~and withdrawal rights expired as scheduled at 12:00 midnight, ~~the~~New ~~Company~~York ~~received a~~City ~~letter~~time, ~~from~~at ~~NASDAQ~~the onend of Friday, July 1229, 2016. ~~indicating~~The ~~that,~~Offer was asnot aextended. ~~result~~American ofStock ~~the~~Transfer ~~Company’s~~& ~~failure~~Trust toCompany, ~~regain~~LLC, ~~compliance~~the ~~with~~depositary for the ~~minimum~~ ~~bid~~Offer, ~~price~~has ~~requirement~~advised ~~for~~that, ~~continued~~as ~~listing~~of ~~set~~the expiration ~~forth~~of inthe ~~NASDAQ~~Offer, ~~Listing~~20,064,361 ~~Rule~~Common ~~5550~~Shares (~~a)(2)~~excluding 56,034 ~~NASDAQ~~Common ~~staff~~Shares ~~determined~~tendered tounder ~~delist the~~guaranteed ~~Company’s~~delivery ~~common~~procedures), representing ~~stock~~approximately ~~from~~72.1% of the ~~NASDAQ~~Common ~~Capital~~Shares ~~Market.~~issued ~~The~~and ~~Company~~outstanding ~~has~~as ~~appealed~~of ~~NASDAQ’s~~the ~~July~~expiration 12of the Offer, ~~2016~~had ~~delisting~~been ~~determination,~~validly tendered and ~~NASDAQ’s~~not ~~determination~~validly ~~has~~withdrawn pursuant to the Offer. As all conditions to the Offer have been ~~stayed~~satisfied, Purchaser ~~pending~~has aaccepted ~~final~~for ~~written~~payment ~~decision~~all byCommon ~~NASDAQ’s~~Shares ~~Hearings~~that ~~Panel.~~were validly tendered and not validly withdrawn pursuant to the AOffer. ~~hearing~~The ~~before~~notice ~~NASDAQ’s~~of ~~Hearings~~guaranteed ~~Panel~~delivery ~~has~~period ~~been~~will ~~scheduled~~end ~~for~~at 5:00 p.m. New York City time, on August 253, 2016. Parent and Purchaser are required to make prompt payment of the Common Consideration for such shares.

AsFollowing ~~previously reported, on June 16, 2016,~~expiration ~~the Company, Land O’Lakes, Inc., a cooperative corporation incorporated under the laws~~ of ~~Minnesota (“Land O’Lakes”), and Roman Merger Sub, Inc., a corporation incorporated under~~ the ~~laws~~Offer ~~of Delaware~~ and ~~a wholly owned subsidiary of Land O~~Purchaser’~~Lakes (“Merger~~s ~~Sub”),~~subsequent ~~entered~~acceptance ~~into~~for anpayment ~~Agreement and Plan~~ of ~~Merger (~~the ~~“Merger~~Common ~~Agreement”)~~Shares, ~~pursuant~~Purchaser tohad ~~which Merger~~ownership ~~Sub~~sufficient ~~commenced on July 1, 2016, a cash tender offer (the “Offer”)~~ to ~~purchase all of the issued and outstanding~~ ~~shares~~effect of the ~~common~~merger ~~stock at a price of $0.40 per share in cash~~ (the “~~Common Offer Price~~Merger”), ~~without~~under ~~interest~~Section ~~and less any applicable withholding taxes. Subject to the terms and conditions of the Merger Agreement, following the consummation of the Offer, Merger Sub will be merged with and into the Company~~ 251(~~the “Merger”~~h), ~~with~~of the ~~Company~~DGCL aswithout ~~the surviving corporation as~~ a ~~wholly~~vote ~~owned subsidiary~~ of ~~Land~~stockholders ~~O’Lakes. The Merger Agreement contemplates that, in connection with the closing~~ of the ~~Merger~~ ~~Agreement, the~~ Company~~’s common stock would be delisted from NASDAQ~~. ~~If the Merger is not completed~~Accordingly, ~~the Company expects~~ ~~to take additional steps intended to keep the Company’s common stock listed~~ on ~~the~~August ~~NASDAQ~~1, ~~Capital Market~~2016, ~~including~~Purchaser ~~the~~effected ~~implementation of a reverse stock split in compliance with~~ the ~~terms of the~~ Merger ~~Agreement,~~in which ~~reverse~~Purchaser ~~stock~~merged ~~split~~with ~~was~~and ~~approved~~into by the Company~~’s stockholders on April 5~~, ~~2016,~~with ~~for implementation at~~ the ~~discretion of the~~ Company’s ~~Board of Directors, and, in the event~~surviving the Merger ~~Agreement~~and iscontinuing ~~terminated,~~as ~~the~~a ~~raising~~wholly ofowned ~~additional~~subsidiary ~~capital.~~of ~~There can be no assurances that the Company would be successful in regaining or maintaining compliance with NASDAQ’s other continued listing requirements~~Parent.

~~Forward-Looking~~In ~~Statements~~the Merger, each Common Share outstanding (other than Common Shares accepted for payment in the Offer, Common Shares held by the Company, and Common Shares for which a stockholder of the Company has properly exercised appraisal rights under Delaware law) was converted into the right to receive a price per Common Share equal to the Common Consideration.

~~Certain~~In ~~statements in this Form 8-K regarding~~ the ~~Merger~~ ~~Agreement~~Merger, ~~the Offer and the transactions contemplated thereby, the expected timetable~~each ~~for~~share ~~completing~~of ~~the~~Series ~~merger,~~A-1 ~~expectations~~Convertible ~~regarding~~Preferred ~~Nasdaq’s delisting and hearing processes~~Stock, ~~the~~par ~~Company’s~~value ~~prospects to~~$0.01 ~~regain~~per ~~compliance~~share ~~with Nasdaq’s continuing listing standards and remain listed on~~ (the ~~Nasdaq~~“Preferred ~~Capital Market~~Shares”), ~~and~~outstanding ~~any~~ (other ~~statements~~than ~~regarding~~Preferred ~~the~~Shares ~~Company’s,~~held ~~Land~~by ~~O’ Lakes’ or Merger Sub’s expected performance constitute “forward-looking statements” within~~ the meaning of the Private Securities Litigation Reform Act of 1995. The forward looking statements included in this Form 8-K are made only as of the date of this Form 8-K on the basis of the current beliefs, expectations and assumptions of the management of the Company ~~regarding future events~~ and ~~are~~Preferred ~~subject~~Shares tofor ~~significant~~which ~~risks and~~a ~~uncertainty. Investors~~stockholder ~~and~~has ~~security~~properly ~~holders~~exercised ~~are~~appraisal ~~cautioned not to place undue reliance on any such forward-looking~~rights ~~statements,~~under ~~which~~Delaware ~~speak~~law) ~~only~~was asconverted ofinto the ~~date~~right ~~they are made. The Company undertakes no obligation~~ to ~~update~~receive ~~or revise these statements, whether as~~ a result of new information, future events or otherwise, except as required by law. It is uncertain whether any of the events anticipated by the forward-looking statements will transpire or occur, or if any of them do, what impact they will have on the results of operations and financial condition of the Company or the price ofper ~~the~~Preferred ~~Company’s stock. These~~Share ~~forward-looking~~equal ~~statements involve certain risks and uncertainties that could cause actual results~~ to ~~differ materially~~$1,000 ~~from~~per ~~those indicated in such forward-looking statements~~share.

~~SIGNATURES~~The foregoing summary description of the Merger Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Merger Agreement, which was filed as Exhibit 2.1 to the Current Report on Form 8-K filed by the Company with the SEC on June 17, 2016, and which is incorporated herein by reference.

~~Pursuant~~Item to3.01 ~~the~~Notice ~~requirements~~ of ~~the~~Delisting ~~Securities~~or ~~Exchange~~Failure ~~Act of 1934, the registrant has duly caused this report~~ to beSatisfy ~~signed~~a onContinued ~~its~~Listing ~~behalf~~Rule byor ~~the~~Standard; ~~undersigned,~~Transfer ~~hereunto~~of ~~duly authorized~~Listing.

	CERES, INC.
Date: July 22, 2016	By:	/s/ Paul Kuc
	Name:	Paul Kuc
	Title:	Chief Financial Officer

On August 1, 2016, the Company (i) notified the NASDAQ Stock Market LLC (“NASDAQ”) of the consummation of the Merger and (ii) requested that NASDAQ (x) halt trading in the Common Shares for August 1, 2016 and suspend trading of the Common Shares effective August 1, 2016 and (y) file with the SEC a Form 25 Notification of Removal from Listing and/or Registration to delist and deregister the Common Shares under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Company intends to file with the SEC a certification on Form 15 under the Exchange Act, requesting the suspension of the Company’s reporting obligations under Sections 13 and 15(d) of the Exchange Act with respect to the Common Shares.

Item 3.03 Material Modification to Rights of Security Holders.

The information set forth under Item 2.01, Item 3.01, Item 5.01 and Item 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.

Item 5.01 Changes in Control of Registrant.

As a result of Purchaser’s acceptance for payment of all Common Shares that were validly tendered and not withdrawn pursuant to the Offer and the consummation of the Merger pursuant to Section 251(h) of the DGCL on August 1, 2016, a change in control of the Company occurred, and the Company now is a wholly owned subsidiary of Parent. The information set forth under Item 2.01 and Item 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 5.01.

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

Pursuant to the Merger Agreement, at the effective time of the Merger, Cheryl P. Morley, Pascal Brandys, Richard Flavell, Robert Goldberg and Richard Hamilton each resigned as, and ceased to be, members of the Company’s Board of Directors. These resignations were not a result of any disagreement between the Company and the directors on any matter relating to the Company’s operations, policies or practices.

Pursuant to the Merger Agreement, at the effective time of the Merger, Barry C. Wolfish became the sole director of the Company.

In addition, effective as of the effective time of the Merger, all of the executive officers of the Company were removed from their respective positions as executive officers, and Shawn Barnett became the Chief Executive Officer and President of the Company, Mark McCaslin became the Vice President and Treasurer of the Company, and Charles Von Feldt became the Secretary of the Company.

Information regarding the new directors and officers has been previously disclosed in Schedule I of the Offer to Purchase as filed with the Tender Offer Statement on Schedule TO, originally filed by Parent and Purchaser on July 1, 2016, which information is incorporated herein by reference.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

Pursuant to the terms of the Merger Agreement, at the effective time of the Merger, the Company’s certificate of incorporation and bylaws, as in effect immediately prior to the effective time of the Merger, were amended and restated in their entirety. Copies of the Company’s amended and restated certificate of incorporation and amended and restated bylaws are attached as Exhibits 3.1 and 3.2, respectively, hereto and are incorporated herein by reference.

Item 8.01 Other Events.

On August 1, 2016, Parent issued a press release announcing the expiration and results of the Offer and the completion of the Merger. The full text of the press release is attached as Exhibit 99.1 hereto and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number	Description
2.1	Agreement and Plan of Merger, dated as of June 16, 2016, by and among Ceres, Inc., Land O’Lakes, Inc. and Roman Merger Sub, Inc. (incorporated herein by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by Ceres, Inc. with the SEC on June 17, 2016).
3.1	Amended and Restated Certificate of Incorporation of Ceres, Inc.
3.2	Amended and Restated Bylaws of Ceres, Inc.
99.1	Press Release issued by Land O’Lakes, Inc., dated August 1, 2016 (incorporated herein by reference to Exhibit (a)(5)(iii) to the Schedule TO filed by Land O’Lakes, Inc. and Roman Merger Sub, Inc. with the SEC on August 1, 2016).

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.

	CERES, INC.



Date: August 1, 2016	By:	/s/ Shawn Barnett
	Name:	Shawn Barnett
	Title:	Chief Executive Officer and President

EXHIBIT INDEX

Exhibit Number	Description
2.1	Agreement and Plan of Merger, dated as of June 16, 2016, by and among Ceres, Inc., Land O’Lakes, Inc. and Roman Merger Sub, Inc. (incorporated herein by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by Ceres, Inc. with the SEC on June 17, 2016).
3.1	Amended and Restated Certificate of Incorporation of Ceres, Inc.
3.2	Amended and Restated Bylaws of Ceres, Inc.
99.1	Press Release issued by Land O’Lakes, Inc., dated August 1, 2016 (incorporated herein by reference to Exhibit (a)(5)(iii) to the Schedule TO filed by Land O’Lakes, Inc. and Roman Merger Sub, Inc. with the SEC on August 1, 2016).

Filing Compare · Ceres, Inc.