As filed with the Securities and Exchange Commission on June 29, 2011
    SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM S-8
 REGISTRATION STATEMENTUNDER
THE SECURITIES ACT OF 1933
 KiOR, Inc.
 (Exact name of registrant as specified in charter)
 Delaware
    
    2860
    
    51-0652233(State or other jurisdiction of
    
    (Primary Standard Industrial
    
    (I.R.S. Employerincorporation or organization)
    
    Classification Code Number)
    
    Identification Number)
 13001 Bay Park Road
Pasadena, Texas 77507
(281) 694-8700  Address, including zip code, and telephone number, including area code, of registrants principal executive offices
 2011 Long-Term Incentive Plan
Amended and Restated 2007 Stock Option/Stock Issuance Plan
 Christopher A. Artzer
Vice President, General Counsel and Secretary
13001 Bay Park Road
Pasadena, Texas 77507
(281) 694-8700  Address, including zip code, and telephone number, including area code, of agent for service
 With a copy to:  Felix P. Phillips
Troy S. Lee
Baker Botts L.L.P.
One Shell Plaza
910 Louisiana
Houston, Texas 77002-4995
(713) 229-1234
 
  Large accelerated filer o
Accelerated filer o
Non-accelerated filer þ(Do not check if a smaller reporting company)Smaller reporting company o CALCULATION OF REGISTRATION FEE
 Proposed maximum
    
    
    Proposed maximumAmount to be
    
    
    offering price per
    
    
    aggregate offering
    
    
    Amount ofTitle of securities to be registered
    
    
    registered (1)
    
    
    share
    
    
    price
    
    
    registration feeClass A common stock, par value $0.0001
    
    
    
    10,211,937
    (2)
    
    
    $
    15.03
    (3)
    
    
    $
    153,485,414
    
    
    
    $
    17,820Class A common stock, par value $0.0001
    
    
    
    10,444,340
    (4)
    
    
    $
    2.66
    (5)
    
    
    $
    27,781,945
    
    
    
    $
    3,226Class B common stock, par value $0.0001
    
    
    
    6,743,320
    (6)
    
    
    $
    0.09
    (7)
    
    
    $
    606,899
    
    
    
    $
    71Total
    
    
    
    27,399,597
    
    
    
    
    
    
    
    
    $
    181,874,258
    
    
    
    $
    21,117
 (1)
    
    Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the Securities
Act), this Registration Statement shall also cover any additional shares of the registrants
Class A common stock or Class B common stock that become issuable under the registrants 2011
Long-Term Incentive Plan or Amended and Restated 2007 Stock Option/Stock Issuance Plan by
reason of any stock dividend, stock split, recapitalization or other similar transaction
effected without the receipt of consideration that increases the number of the registrants
outstanding shares of Class A common stock and Class B common stock.(2)
    
    Represents shares of Class A common stock reserved for issuance under the 2011 Long-Term
Incentive Plan. Pursuant to Rule 416(c) under the Securities Act, this Registration Statement
also covers an indeterminate amount of interests to be offered or sold pursuant to the 2011
Long-Term Incentive Plan.(3)
    
    Estimated solely for the purpose of calculating the registration fee in accordance with Rule
457(h) and Rule 457(c) under the Securities Act, based upon the average of the high and low
prices of the Common Stock on June 28, 2011, as quoted on the NASDAQ Global Select Market.(4)
    
    Represents shares of Class A common stock reserved for issuance under the Amended and
Restated 2007 Stock Option/Stock Issuance Plan. No further awards will be made under the
Amended and Restated 2007 Stock Option/Stock Issuance Plan. Shares of Class A common stock
issuable under the Amended and Restated 2007 Stock Option/Stock Issuance Plan consist of (a)
shares issuable upon the exercise of options to purchase 8,820,900 shares of Class A common
stock and (b) 1,623,440 awarded but unissued shares of restricted Class A common stock.(5)
    
    Estimated solely for the purpose of calculating the registration fee in accordance with Rule
457(h) of the Securities Act. The proposed maximum offering price per share is the weighted
average exercise price of outstanding Class A awards granted under the Amended and Restated
2007 Stock Option/Stock Issuance Plan, rounded up to the next cent.(6)
    
    Represents shares of Class B common stock reserved for issuance under the Amended and
Restated 2007 Stock Option/Stock Issuance Plan. No further awards will be made under the
Amended and Restated 2007 Stock Option/Stock Issuance Plan. Shares of Class B common stock
issuable under the Amended and Restated 2007 Stock Option/Stock Issuance Plan consist of
shares issuable upon the exercise of options to purchase 6,743,320 shares of Class B common
stock.(7)
    
    Estimated solely for the purpose of calculating the registration fee in accordance with Rule
457(h) of the Securities Act. The proposed maximum offering price per share is the weighted
average exercise price of outstanding Class B awards granted under the Amended and Restated
2007 Stock Option/Stock Issuance Plan, rounded up to the next cent.




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##### 



PART I
 INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
 Item 1. Plan Information and Item 2. Registrant Information and Employee Plan Annual Information.
  PART II
 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
 Item 3. Incorporation of Documents by Reference.
  (a)
    
    The registrants prospectus filed on June 24, 2011 pursuant to Rule 424(b)
under the Securities Act relating to the Registration Statement on Form S-1, as amended
(File No. 333-173440), which contains the registrants audited financial statements for
the latest fiscal year for which such statements have been filed; and(b)
    
    The description of the registrants Class A common stock contained in the Form
8-A filed on June 23, 2011 under Section 12(b) of the Exchange Act, including any
amendment or report filed for the purpose of updating such description.
  Item 4. Description of Securities.
  Item 5. Interests of Named Experts and Counsel.
  Item 6. Indemnification of Directors and Officers.
  3




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##### 



Item 7. Exemption from Registration Claimed.
  Item 8. Exhibits.
  FiledNumber
    
    Exhibit
    
    Form
    
    File No.
    
    Filing Date
    
    Exhibit
    
    Herewith4.1 -
    
    Amended and Restated
Certificate of
Incorporation.
    
    
    
    
    
    
    
    
    
    
    
    X4.2 -
    
    Amended and Restated Bylaws.
    
    
    
    
    
    
    
    
    
    
    
    X
 4




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##### 



FiledNumber
    
    Exhibit
    
    Form
    
    File No.
    
    Filing Date
    
    Exhibit
    
    Herewith4.3* -
    
    Specimen Stock Certificate
representing Class A common
stock.
    
    S-1
    
    333-173440
    
    June 10, 2011
    
    
    4.14.4* -
    
    Amended and Restated
Investors Rights Agreement
dated April 21, 2011, among
the Registrant and the
Registrants securityholders
listed therein.
    
    S-1
    
    333-173440
    
    May 18, 2011
    
    
    4.24.5* -
    
    Amended and Restated 2007
Stock Option/Stock Issuance
Plan.
    
    S-1
    
    333-173440
    
    April 11, 2011
    
    
    10.34.6* -
    
    Form of Option Award
Agreement under the Amended
and Restated 2007 Stock
Option/Stock Issuance Plan.
    
    S-1
    
    333-173440
    
    April 11, 2011
    
    
    10.44.7* -
    
    Form of Stock Award
Agreement under the Amended
and Restated 2007 Stock
Option/Stock Issuance Plan.
    
    S-1
    
    333-173440
    
    April 11, 2011
    
    
    10.54.8* -
    
    Form of 409A Option Award
Agreement under the Amended
and Restated 2007 Stock
Option/Stock Issuance Plan.
    
    S-1
    
    333-173440
    
    June 1, 2011
    
    
    10.64.9* -
    
    2011 Long-Term Incentive
Plan.
    
    S-1
    
    333-173440
    
    June 10, 2011
    
    
    10.75.1 -
    
    Opinion of Baker Botts L.L.P.
    
    
    
    
    
    
    
    
    
    
    
    X23.1 -
    
    Consent of
PricewaterhouseCoopers LLP.
    
    
    
    
    
    
    
    
    
    
    
    X23.2 -
    
    Consent of Baker Botts
L.L.P. (included in Exhibit
5.1).
    
    
    
    
    
    
    
    
    
    
    
    X24.1 -
    
    Powers of Attorney (included
on the signature page
herein).
    
    
    
    
    
    
    
    
    
    
    
    X
 
 *
    
    Incorporated herein by reference as indicated. 5




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##### 



Item 9. Undertakings.
 (a)
    
    The undersigned 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 10(a)(3) of the
Securities Act;(ii)
    
    To reflect in the prospectus any facts or events arising after
the effective date of this 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 this
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 Commission pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent no more than a 20 percent
change in the maximum aggregate offering price set forth in the Calculation of
Registration Fee table in this Registration Statement; and(iii)
    
    To include any material information with respect to the plan
of distribution not previously disclosed in this Registration Statement or any
material change to such information in this Registration Statement;
 provided however
 (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; and(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 undersigned registrant hereby undertakes that, for purposes of determining
any liability under the Securities Act, each filing of the registrants annual report
pursuant to Section 13(a) or Section 15(d) of the Exchange Act that is incorporated by
reference in this 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 Commission 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.
 6




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##### 



SIGNATURES
  KiOR, Inc.By:
    /s/ Fred CannonFred CannonPresident and Chief Executive Officer POWER OF ATTORNEY
   Signature
    
    Title/s/ Fred Cannon

Fred Cannon
    
    President, Chief Executive Officer and Director
(Principal Executive Officer)/s/ John H. Karnes

John H. Karnes
    
    Chief Financial Officer
(Principal Financial Officer)/s/ George E. Staggs

George E. Staggs
    
    Controller and Treasurer
(Principal Accounting Officer)Ralph Alexander
    
    Director/s/ Jagdeep Singh Bachher

Jagdeep Singh Bachher
    
    Director/s/ Samir Kaul

Samir Kaul
    
    Director/s/ John Melo

John Melo
    
    Director/s/ Paul OConnor

Paul OConnor
    
    Director
 7




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##### 



Signature
    
    Title/s/ William Roach

William Roach
    
    DirectorGary L. Whitlock
    
    Director
 8




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##### 



EXHIBIT INDEX
 Number
    
    Exhibit
    
    Form
    
    File No.
    
    Filing Date
    
    Exhibit
    
    Filed Herewith4.1 -
    
    Amended and Restated
Certificate of
Incorporation.
    
    
    
    
    
    
    
    
    
    
    
    X4.2 -
    
    Amended and Restated Bylaws.
    
    
    
    
    
    
    
    
    
    
    
    X4.3* -
    
    Specimen Stock Certificate
representing Class A common
stock.
    
    S-1
    
    333-173440
    
    June 10, 2011
    
    
    4.14.4* -
    
    Amended and Restated
Investors Rights Agreement
dated April 21, 2011, among
the Registrant and the
Registrants securityholders
listed therein.
    
    S-1
    
    333-173440
    
    May 18, 2011
    
    
    4.24.5* -
    
    Amended and Restated 2007
Stock Option/Stock Issuance
Plan.
    
    S-1
    
    333-173440
    
    April 11, 2011
    
    
    10.34.6* -
    
    Form of Option Award
Agreement under the Amended
and Restated 2007 Stock
Option/Stock Issuance Plan.
    
    S-1
    
    333-173440
    
    April 11, 2011
    
    
    10.44.7* -
    
    Form of Stock Award
Agreement under the Amended
and Restated 2007 Stock
Option/Stock Issuance Plan.
    
    S-1
    
    333-173440
    
    April 11, 2011
    
    
    10.54.8* -
    
    Form of 409A Option Award
Agreement under the Amended
and Restated 2007 Stock
Option/Stock Issuance Plan.
    
    S-1
    
    333-173440
    
    June 1, 2011
    
    
    10.64.9* -
    
    2011 Long-Term Incentive Plan
    
    S-1
    
    333-173440
    
    June 10, 2011
    
    
    10.75.1 -
    
    Opinion of Baker Botts L.L.P.
    
    
    
    
    
    
    
    
    
    
    
    X23.1 -
    
    Consent of
PricewaterhouseCoopers LLP.
    
    
    
    
    
    
    
    
    
    
    
    X23.2 -
    
    Consent of Baker Botts
L.L.P. (included in Exhibit
5.1).
    
    
    
    
    
    
    
    
    
    
    
    X24.1 -
    
    Powers of Attorney (included
on the signature page
herein).
    
    
    
    
    
    
    
    
    
    
    
    X
 
 *
    
    Incorporated herein by reference as indicated. 9