8-K

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): June 18, 2013

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

(b) On June 18, 2013, Douglas Suttles resigned from the Board of Directors (the “Board”) of Ceres, Inc. (the “Company”). Mr. Suttles had served as a director of the Company whose term was scheduled to expire at the 2015 annual meeting of stockholders (a “Class III director”) and member of the compensation committee of the Company. There was no disagreement with the Company on any matter relating to the Company’s operations, policies or practices.

(d) On June 19, 2013, the Board elected Daniel Glat to serve as a Class III director of the Company for a term beginning June 19, 2013 and expiring at the Company’s annual meeting of stockholders in 2015. The Board has determined that Mr. Glat is independent in accordance with the requirements regarding director independence set forth under applicable rules of the Nasdaq Stock Market and the Company’s Corporate Governance Guidelines.

Mr. Glat will receive compensation consistent with the other non-employee directors of the Company. Such compensation currently includes an initial stock option grant to purchase 11,666 shares of common stock of the Company, an annual retainer of $30,000 and an annual stock option grant to purchase 5,833 shares of common stock of the Company.

Item 7.01 Regulation FD Disclosure.

On June 20, 2013, the Company issued a press release announcing Mr. Glat’s election to the Board and Mr. Suttles’ resignation. A copy of this press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference into this Item 7.01.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
99.1	Press Release announcing election of Mr. Glat and resignation of Mr. Suttles

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: June 20, 2013	By:	/s/ PAUL KUC
		Name: Paul Kuc
		Title: Chief Financial Officer

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release announcing election of Mr. Daniel Glat and resignation of Mr. Suttles

EX-99.1

Exhibit 99.1

Brazilian Agribusiness Executive Joins Ceres Board of Directors

THOUSAND OAKS, Calif. – June 20, 2013 – Energy crop company Ceres, Inc. (Nasdaq: CERE) today announced that Brazilian agribusiness executive Daniel Glat has joined the company’s board of directors. Glat succeeds Douglas Suttles, who stepped down from the Ceres board.

“Mr. Glat brings a history of success in the seed business and an extensive understanding of Brazilian agribusiness operations and customs to our board. His perspectives will be welcomed as we build our commercial business with Brazilian ethanol mills,” said Richard Hamilton, President and CEO of Ceres. “On behalf of the board of directors, I would also like to thank Mr. Suttles for his service to Ceres. We wish him well as he takes on a new leadership role in the energy industry,” said Hamilton.

Glat said that he looks forward to joining Ceres’ efforts to expand ethanol production in Brazil. “Brazilian mills are eager to develop new feedstocks and make greater use of their existing land and industrial assets. I am looking forward to supporting Ceres’ development of the sweet sorghum market in Brazil, both as a business opportunity and also as a Brazilian interested in strengthening our domestic supply of renewable transportation fuels.”

Glat is currently a principal of Glat & Associates, an agribusiness consultancy firm in Rio Grande do Sul, Brazil. He previously spent 25 years working for Pioneer Hi-Bred International, Inc., a Dupont business, including 21 years in Brazil. From August 2007 to June 2011, he served as the director for international operations, where he was responsible for Pioneer’s activities in Latin America, Africa and Asia. During this time he also served on the board of directors of Pioneer. From January 1998 to August 2007, Glat was president of the Pioneer’s Brazilian subsidiary, Pioneer Sementes Ltda., having previously held various sales, marketing and business leadership roles at the subsidiary. Glat currently owns a 900-hectare farming operation in the Brazilian state of Tocatins. He received his B.S. and M.S. in Agronomy and Plant Genetics from the University of Arizona.

ABOUT CERES

Ceres, Inc. is an agricultural biotechnology company that markets seeds for energy crops used in the production of renewable transportation fuels, electricity and bio-based products. The company combines advanced plant breeding and biotechnology to develop products that can address the limitations of first-generation bioenergy feedstocks, increase biomass productivity, reduce crop inputs and improve cultivation on marginal land. Its development activities include sweet sorghum, high-biomass sorghum, switchgrass and miscanthus. Ceres markets its products under its Blade brand.

CERES FORWARD-LOOKING STATEMENTS

This press release may contain forward-looking statements. All statements, other than statements of historical facts, including statements regarding Ceres’ efforts to develop and commercialize its products, short-term and long-term business strategies, market and industry expectations, future operating metrics, product yields and future results of operations and financial position, are forward-looking statements. You should not place undue reliance on these forward-looking statements because they involve known and unknown risks, uncertainties and

other factors that are, in some cases, beyond Ceres’ control. Factors that could materially affect actual results can be found in Ceres’ filings with the U.S. Securities and Exchange Commission. Ceres undertakes no intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. These forward-looking statements should not be relied upon as representing Ceres’ views as of any date subsequent to the date of this press release.

# # #

CONTACT:

Ceres, Inc.

Gary Koppenjan

(805) 375-7801

ir@ceres.net