AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON ,APRIL 18, 2000
REGISTRATION NO.
___________
================================================================================- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
----------------------------------------------------------------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
----------------------------------------------------------------------
REPLIGEN CORPORATION
(Exact name of Registrant as specified in its charter)
-----------------------------
DELAWARE 2836 04-2729386
(State or other jurisdiction (Primary Standard Industrial (I.R.S. Employer
of incorporation or organization) Classification Code Number) Identification Number)
------------------------------
117 FOURTH AVENUE
NEEDHAM, MA 02494
(781) 449-9560
(Address, including zip code, and telephone number,
including area code, of Registrant's principal executive offices)
----------------------------------------------------------------------
WALTER C. HERLIHY
PRESIDENT AND CHIEF EXECUTIVE OFFICER
REPLIGEN CORPORATION
117 FOURTH AVENUE
NEEDHAM, MA 02494
(781) 449-9560
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
----------------------------------------------------------------------
COPIES OF ALL COMMUNICATIONS, INCLUDING ALL COMMUNICATIONS SENT TO THE AGENT FOR
SERVICE, SHOULD BE SENT TO:
LAWRENCE S. WITTENBERG, ESQ.
Testa, Hurwitz & Thibeault, LLP
High Street Tower
125 High Street
Boston, Massachusetts 02110
(617) 248-7000
CALCULATION OF REGISTRATION FEE
- ------------------------------------------------------------------------------------------------------------------------------------PROPOSED MAXIMUM PROPOSED MAXIMUM
AMOUNT TO BE OFFERING AGGREGATE OFFERING
TITLE OF EACH CLASS OF SECURITIES TO BE AMOUNT TO BE PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
REGISTERED REGISTERED OFFERING PRICE PER SHARE* AGGREGATE OFFERING PRICE* REGISTRATION FEE*
- ------------------------------------------------------------------------------------------------------------------------------------SHARE(1) PRICE(1)
Common Stock, $0.01 par value per share (issuable upon exercise of the Exchange 1,653,250 $8.00 $13,226,000 $3,491.66
Warrants)
- ------------------------------------------------------------------------------------------------------------------------------------(2)... 14,500 $6.50 $94,250
Common Stock, $0.01 par value per share (issuable upon(upon
exercise of the Modified 353,800 $14.00 $4,953,200 $1,307.64
Original Warrants)
- ------------------------------------------------------------------------------------------------------------------------------------a warrant) (2)... 2,900 $6.50 $18,850
AMOUNT OF
REGISTRATION
TITLE OF EACH CLASS OF SECURITIES TO BE REGISTERED FEE(2)
Common Stock, $0.01 par value per share (2)... $25
Common Stock, $0.01 par value per share (upon
exercise of a warrant) (2)... $5
*(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457 under the Securities Act of 1933, as amended.
(2) Pursuant to Rule 457(g)457(c) under the Securities Act of 1933, the proposed
maximum offering priceregistration
fee has been calculated based upon the average of the high and low prices
per share the proposed maximum aggregate offering
price and the amount of the registration fee with respect to shares to be
offered pursuant to Exchange Warrants andcommon stock of Repligen Corporation on the Modified Original Warrants have
been computed in accordance with clause (1) thereof.Nasdaq National
Market on April 13, 2000.
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after this Registration Statement becomes effective.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. / /
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. /X/
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. / /
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / /
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following. / /
REPLIGEN HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS
MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL REPLIGEN SHALL FILE A FURTHER
AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL
THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE SECURITIES
ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH
DATE AS THE COMMISSION, ACTING PURSUANT TO SECTION 8(a), MAY DETERMINE.
================================================================================- --------------------------------------------------------------------------------
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[begin red herring]
TheThis information in this prospectus is not complete and may be changed. We may
not sell these securities until the registration statement filed with the
Securities and Exchange Commission is effective. This prospectus is not an offer
to sell securities, and it is not soliciting offers to buy these securities in
any state where the offer or sale is not permitted.
[end red herring]
SUBJECT TO COMPLETION, DATED January 28,APRIL 18, 2000
REPLIGEN CORPORATION
2,007,05017,400 SHARES
COMMON STOCK
This Prospectus relates------------------
The selling stockholders listed on page 5 are offering for sale up to 2,007,05014,500
shares of our common stock $.01 par
value per share,and one of Repligen Corporation issuablethe selling stockholders is offering up to
2,900 shares of our common stock upon the exercise of warrants
previously issueda warrant held by Repligen.it.
Repligen's common stock is traded on the Nasdaq National Market under the
symbol "RGEN." The last reported sale price of theour common stock of Repligen on the Nasdaq
National Market on January 26,April 13, 2000 was $5.00$6.50 per share.
Repligen is offering 2,007,050 shares of its common stock issuable upon the
exercise of certain warrants originally issued by it in February 1992 in a
financing transaction to purchasers of units and to the sales agent for the
units and the agent's affiliates. Each unit consisted of a Class A limited
partnership interest in Repligen Clinical Partners, L.P. and a warrant to
purchase 2,900 shares of common stock of Repligen. Of the warrants originally
issued as part of the units, certain warrants were exchanged in March 1994 and
later modified in March 1995 to reduce the exercise price of such warrants (the
"Exchange Warrants"), and the remaining warrants which were not exchanged in
March 1994 were later modified in March 1995 to reduce the exercise price of
such warrants (the "Modified Original Warrants"). The terms and conditions of
the offer and sale of the shares issuable upon exercise of the warrants,
including the price per share, are governed by the provisions of the warrants as
described herein under the caption "Description of Warrants." Repligen will
receive all proceeds from the exercise of the warrants.
- -----------------------------------------------------------------------------------------------------------
Shares of common
stock issuable Per Share Aggregate Underwriting Net
upon exercise of Price to Proceeds to Discounts and Other Proceeds to
warrants Public Company Commissions Expenses Company
- -----------------------------------------------------------------------------------------------------------
Modified Original 353,800 $9.00- $3,184,200- -0- $30,000 $3,154,200-
Warrants(1) $14.00 $4,953,200 $4,923,200
- -----------------------------------------------------------------------------------------------------------
Exchange $2.50/$3.50- $5,216,289- -0- $30,000 $5,186,289-
Warrants(2) 1,653,250 $8.00 $13,226,000 $13,196,000
- -----------------------------------------------------------------------------------------------------------
(1)The Modified Original Warrants are exercisable at $9.00 per share until
the date that is 90 days after Repligen notifies the holder of the Modified
Original Warrants that the Nasdaq National Market closing price per share of the
common stock of Repligen equaled or exceeded $18.00 per share for any 20 out of
30 consecutive trading days, at which time the Modified Original Warrants will
become exercisable at $14.00 per share.
(2)The exercise price of the first 1,000 shares issuable upon exercise of
the Exchange Warrants is $2.50, and the remaining 1,900 shares issuable upon
exercise of the Exchange Warrants are exercisable at $3.50. The exercise price
for all of the shares subject to the Exchange Warrants will increase to $8.00
per share on the date 90 days after Repligen notifies warrantholders that the
Nasdaq National Market closing price per share of the common stock equaled or
exceeded $12.00 per share for 20 out of 30 consecutive trading days.
INVESTING IN THE COMMON STOCK INVOLVES RISKS.
SEE "RISK FACTORS" BEGINNING ON PAGE 3.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED THESE SECURITIES, OR DETERMINED IF THIS
PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
The date of this prospectus is January ___,April , 2000.
YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED IN THIS PROSPECTUS. WE HAVE
NOT AUTHORIZED ANYONE TO PROVIDE YOU WITH INFORMATION DIFFERENT FROM THAT
CONTAINED IN THIS PROSPECTUS. THE INFORMATION CONTAINED IN THIS PROSPECTUS IS
ACCURATE ONLY AS OF THE DATE OF THIS PROSPECTUS, REGARDLESS OF THE TIME OF
DELIVERY OF THIS PROSPECTUS OR OF ANY SALE OF THE COMMON STOCK.
------------------------
TABLE OF CONTENTS
PAGE
--------
Repligen...............................................Repligen.................................................... 2
Risk Factors...........................................Factors................................................ 3
Legal Proceedings...................................... 6Proceedings........................................... 4
Use of Proceeds........................................ 6
Dilution............................................... 6
DescriptionProceeds............................................. 5
Selling Stockholders........................................ 5
Plan of the Warrants............................Distribution........................................ 7
Legal Matters.......................................... 11
Experts................................................ 11Matters............................................... 8
Experts..................................................... 8
Where You Can Find More Information.................... 11Information......................... 8
------------------------
REPLIGEN
We develop new drugs for neurological disease,autism, organ transplantation and cancer. To expand
our drug development program, on March 9, 1999, we acquired the exclusive rights
to patent applications for the use of secretin in the treatment of autism.
Autism is a developmental disorder characterized by poor communicative and
social skills, repetitive and restricted behaviors and in some patients,
gastrointestinal problems and irregular sleep patterns. Secretin is a hormone
produced in the small intestine which regulates the function of the pancreas as
part of the process of digestion. A form of secretin derived from pigs is
approved by the FDA for use in diagnosing problems with pancreatic function.
Recent anecdotal reports indicate that secretin may have beneficial effects in
autism, including improvements in sleep, digestive function, communicative and
social behavior. Following media reports of the potential benefits of secretin,
more than 2,000 autistic children have been treated with the pig-derived
hormone. We intend to manufacture a human, synthetic form of secretin and
evaluate it in FDA approved clinical trials in order to confirm the benefits of
secretin in treating autism and to determine the optimal dosing schedule. There
are currently no drugs approved by the FDA for the treatment of autism.
In October 1999, Repligen licensedwe obtained a license for the commercialization rights to
two diagnostic secretin products from ChiRhoClin Inc., a private company. These
products have been evaluated in clinical trials for the diagnosis of pancreatic
dysfunction and gastrinoma. A New Drug Application was filed with the FDA in
May 1999 seeking approval to market synthetic porcine secretin for these
applications. ChiRhoClin has also conducted clinical studies for these
diagnostic indications with a human form of secretin which it intends to submit
to the FDA in 2000.secretin. Under terms of the
agreement, Repligenwe made an upfront payment upon execution of the agreement and, if
the FDA approves the New Drug Applications, the agreement obligates Repligenus to pay
ChiRhoClin future milestones and royalties.
We are also developing a product named "CTLA4-Ig," which has been shown to
suppress unwanted immune responses in animal models of organ transplants and
autoimmune diseases, such as lupus or multiple sclerosis, in which the immune
system mistakenly attacks the body. Our product candidate is a derivative of a
natural protein whose role is to turn-off an immune response. In animal models
of organ transplantation and autoimmune diseases, CTLA4-Ig has been shown to
block the rejection of a transplanted organ or the effects of the autoimmune
disease. Initial clinical testing of CTLA4-Ig has been carried out in patients
receiving a bone marrow transplant, which is a potential cure for several
diseases of the immune system, including leukemia, myeloma, lymphoma and sickle
cell anemia. Despite the clinical success of bone marrow transplants, a
significant number of patients experience a severe and potentially
life-threatening complication known as Graft Versus Host Disease, in which the
newly transplanted immune system attacks the host (i.e., the patient). In
June 1999, results from a Phase 1 clinical trial reported that treatment of bone
marrow from a family member with Repligen's CTLA4-Ig prevented Graft Versus Host
Disease in eight of eleven transplant patients. In September 1999, we signed a
Clinical Trial Agreement with the National Cancer Institute to further evaluate
CTLA4-Ig in a Phase 2 trial in bone marrow transplantation for leukemia.
Repligen has filed patent applications related to compositions of matter and
methods of use of CTLA4-Ig including bone marrow transplantation. Certain
patents have been issued to Bristol-MeyersBristol-Myers Squibb Corporation relating to the use
and manufacturingmanufacture of CTLA4-Ig. We believe that through one of our licenses we have rights
-2-
licensees is the
co-inventor of one or more of these patents and that the patents issued to
Bristol-MeyersBristol-Myers Squibb do not extend to our use of CTLA4-Ig in bone marrow
transplantation. For more information on our patent litigation, please see
"Legal Proceeding"Proceedings".
We also develop, manufacture and market products for the production of
therapeutic antibodies. We currently market a line of products for the
purification of antibodies based on a naturally occurring protein, Protein A,
which can specifically bind to antibodies. Repligen ownsWe own composition of matter patents
for recombinant Protein A in the United States and in Europe. In December 1998,
we entered into a ten
2
year agreement to supply recombinant Protein A to Amersham Pharmacia Biotech, a
leading supplier to the biopharmaceutical market.
Repligen'sOur executive offices are located at 117 Fourth Avenue, Needham,
Massachusetts 02494, and Repligen'sour telephone number is (781) 449-9560.
RISK FACTORS
YOU SHOULD CAREFULLY CONSIDER THE RISKS DESCRIBED BELOW BEFORE MAKING AN
INVESTMENT DECISION. ADDITIONAL RISKS AND UNCERTAINTIES THAT WE ARE UNAWARE OF
OR THAT WE CURRENTLY DEEM IMMATERIAL ALSO MAY BECOME IMPORTANT FACTORS THAT
AFFECT REPLIGEN.
IF ANY OF THE FOLLOWING RISKS OCCUR, OUR BUSINESS, FINANCIAL CONDITION OR
RESULTS OF OPERATIONS COULD BE MATERIALLY HARMED. IN THAT CASE THE TRADING PRICE
OF OUR COMMON STOCK COULD DECLINE, AND YOU MAY LOSE ALL OR PART OF YOUR
INVESTMENT.
THIS PROSPECTUS ALSO CONTAINS FORWARD LOOKING STATEMENTS THAT INVOLVE RISKS
AND UNCERTAINTIES. OUR ACTUAL RESULTS COULD DIFFER MATERIALLY FROM THOSE
ANTICIPATED IN THESE FORWARD LOOKING STATEMENTS AS A RESULT OF CERTAIN FACTORS,
INCLUDING THE RISKS FACED BY US DESCRIBED BELOW AND ELSEWHERE IN THIS
PROSPECTUS.
IF WE DO NOT OBTAIN ADDITIONAL CAPITAL, WE WILL BE UNABLE TO DEVELOP OR DISCOVER
NEW DRUGS.
We need additional long-term financing to develop our drug development
programs through the clinical trial process as required by the FDA and our
bioprocessing products business. We also need additional long-term financing to
support future operations and capital expenditures, including capital for
additional personnel and facilities. If we spend more money than currently
expected for our drug development programs and our bioprocessing products
business, we will need to raise additional capital by selling debt or equity
securities, by entering into strategic relationships or through other
arrangements. We may be unable to raise any additional amounts on reasonable
terms when they are needed due to the volatile nature of the biotechnology
marketplace. If we are unable to raise this additional capital, we may have to
delay or postpone critical clinical studies or abandon other development
programs.
IF WE ARE UNABLE TO CONTINUE TO HIRE AND RETAIN SKILLED TECHNICAL AND SCIENTIFIC
PERSONNEL, THEN WE WILL HAVE TROUBLE DEVELOPING PRODUCTS.
Our success depends largely upon the continued service of our management and
scientific staff and our ability to attract, retain and motivate highly skilled
scientific, management and marketing personnel. Potential employees with an
expertise in the field of biochemistry, regulatory -3-
affairs and/or clinical
development of new drug and biopharmaceutical manufacturing are not generally
available in the market and are difficult to attract and retain. We also face
significant competition for such personnel from other companies, research and
academic institutions, government and other organizations who have superior
funding and resources to be able to attract such personnel. The loss of key
personnel or our inability to hire and retain personnel who have technical and
scientific backgrounds could materially adversely affect our product development
efforts and our business.
WE COMPETE WITH LARGER, BETTER FINANCED AND MORE MATURE PHARMACEUTICAL AND
BIOTECHNOLOGY COMPANIES WHO ARE CAPABLE OF DEVELOPING NEW APPROACHES THAT COULD
MAKE OUR PRODUCTS AND TECHNOLOGY OBSOLETE.
The market for therapeutic and bioprocessing products is intensely
competitive, rapidly evolving and subject to rapid technological change.
Pharmaceutical and mature biotechnology companies have substantially greater
financial, manufacturing, marketing, research and development resources than we
3
have. New approaches to the treatment of our targeted diseases by these
competitors may make our products and technologies obsolete or noncompetitive.
IF WE ARE UNABLE TO OBTAIN AND MAINTAIN PATENTS FOR OUR PRODUCTS, WE WILL NOT BE
ABLE TO SUCCEED COMMERCIALLY.
We must obtain patent and trade secret protection for our products and
processes in order to protect them from unauthorized use and to produce a
financial return consistent with the significant time and expense required to
bring our products to market. Our success will depend, in part, on our ability
to:
o- obtain patent protection for our products and manufacturing processes;
o- preserve our trade secrets; and
o- operate without infringing the proprietary rights of third parties.
ThereWe can not be no assurancesure that any patent applications relating to our products
will be filed in the future or that any currently pending applications will
issue on a timely basis, if ever. Since patent applications in the United States
are maintained in secrecy until patents issue and since publication of
discoveries in the scientific or patent literature often lag behind actual
discoveries, we cannot be certain that we were the first to make the inventions
covered by each of our pending patent applications or that we were the first to
file patent applications for such inventions. Even if patents are issued, the
degree of protection afforded by such patents will depend upon the:
o- scope of the patent claims;
o- validity and enforceability of the claims obtained in such patents; and
o- our willingness and financial ability to enforce and/or defend them.
The patent position of biotechnology and pharmaceutical firms is often
highly uncertain and usually involves complex legal and scientific questions.
Moreover, no consistent policy has emerged in the United States and in many
other countries regarding the breadth of claims allowed in biotechnology
patents. Patents which may be granted to us in certain foreign -4-
countries may be
subject to opposition proceedings brought by third parties or result in suits by
Repligenus which may be costly and result in adverse consequences for Repligen.us.
If our competitors prepare and file patent applications in the United States
that claim technology also claimed by us, we may be required to participate in
interference proceedings declared by the U.S. Patent and Trademark Office to
determine priority of invention, which would result in substantial costs to us.
In addition, patents blocking our manufacture, use or sale of our products
could be issued to third parties in the United States or foreign countries. The
issuance of blocking patents or an adverse outcome in an interference or
opposition proceeding, could subject us to significant liabilities to third
parties and require us to license disputed rights from third parties on
unfavorable terms, if at all, or cease using the technology.
WE MAY NOT BE YEAR 2000 COMPLIANT, AND AS A RESULT, MAY FACE, AND BE LIABLE FOR,
DATA CORRUPTION, COMPUTER FAILURE AND DISRUPTION OF OPERATIONS.
Many existing computer systems and software products do not properly
recognize dates after December 31, 1999. This "Year 2000" problem could result
in miscalculations, data corruption, system failures or disruptions of
operations. We are subject to potential Year 2000 problems affecting our
computers' systems, our internal systems and the systems of our vendors and
scientific collaborators, any of which could have a material adverse affect on
our business operating results and financial conditions.
Based on our assessments to date, we believe that our internal systems are
substantially Year 2000 compliant although there can be no assurance that Year
2000 errors or defects will not be discoveredLEGAL PROCEEDINGS
As referenced in our internal software systems
and, if such errors or defects are discovered, there can be no assurance thatquarterly report on Form 10-Q for the costs of making such systems Year 2000 compliant will not be material.
Year 2000 errors or defects in the internal systems maintained by our
vendors of clinical trial collaborators could require us to incur significant
delays in our product development programs and unanticipated expenses to remedy
any problems or replace affected vendors. To date, no Y2K problems have been
detected by us and we are not aware of any problems with our suppliers or
collaborators.
-5-
LEGAL PROCEEDINGS
Onperiod ending
June 30, 1999 on July 17, 1998, Repligenwe filed a complaint against Bristol-MeyersBristol-Myers
Squibb Corporation ("BMS") at the United States District Court for the District
of Massachusetts in Boston, Massachusetts seeking correction of inventorship of
certain United States patents which claim compositions and methods of use for
CTLA4 as well as unspecified monetary damages. A correction of inventorship
would result in the University of Michigan being designated as a co-assignee on
any corrected BMS patent. RepligenWe would then have rights
4
to such technology pursuant to a 1992 License Agreement with the University of
Michigan, a 1995 Asset Acquisition Agreement with Genetics Institute, and other
related agreements. On July 13, 1999, the court dismissed the complaint without
prejudice citing a lack of legal standing of Repligen to bring such a complaint.
We believe that the court's finding on standing was in error. The court did not
rule on the validity of Repligen'sour inventorship claim. Repligen continuesWe continue to believe that the
University of Michigan is a rightful co-assignee of the aforesaid BMS patents
and we intend to continue to pursue the correction of inventorship. Repligen'sOur failure
to obtain shared ownership rights in the patents may restrict Repligen'sour ability to
commercialize CTLA4-Ig.
USE OF PROCEEDS
If allWe will not receive any of the warrants are exercised, the net proceeds to Repligen from the
exercise of the warrants (after deducting estimated expenses in connection with
this offering) would range from $8,390,489 to $18,169,200, depending on when the
warrants are exercised. Repligen intends to use the net proceeds, if any, from the sale of theour common stock by
the selling stockholders. See "Selling Stockholders" and "Plan of Distribution".
The principal purpose of this offering is to effect an orderly disposition of
the shares of our common stock being offered herebyand sold from time to time by the
selling stockholders.
SELLING STOCKHOLDERS
Unless otherwise noted below in the table, each person has sole voting and
investment power over the shares shown as beneficially owned except to the
extent authority is shared by spouses under applicable law and except as set
forth in the footnotes to the table. Beneficial ownership is determined in
accordance with the rules of the Securities and Exchange Commission. The
following are deemed to be beneficially owned and outstanding for researchpurposes of
calculating the number of shares and development,
including ongoing development of Repligen's technologies, pre-clinical and
clinical testing, and other costs associated with Repligen's product development
programs, for capital expenditures, and for working capital and other general
purposes. Repligen is offering the percentage beneficially owned by that
person or entity:
- shares of common stock issuable by Repligen to that person upon the
exercise of options or warrants which may be exercised within 60 days
after April 14, 2000.
However, these shares are not deemed to be beneficially owned and outstanding
for purposes of computing the warrants and filing this registration statement related thereto in order
to fulfill its contractual obligations topercentage beneficially owned by any other person
or entity.
For purposes of calculating the warrantholders to maintain an
effective registration statement duringpercentage beneficially owned, the time thatnumber of
shares deemed outstanding after the warrants areoffering includes:
- 25,978,899 shares of common stock outstanding and exercisable.
DILUTION
The net tangible book value of Repligen, as of September 30, 1999, was
$12.4 million, or $.57 per shareMarch 24, 2000; and
- the number of common stock. Net tangible book value per
share representspresently exercisable options and presently exercisable
warrants held by that person.
The table below lists the amount of total tangible assets less total liabilities
divided byfollowing:
- the number of shares of our common stock outstanding atbeneficially owned by the selling
stockholders as of March 24, 2000 and before this offering;
- the maximum number of shares of our common stock that date.
After giving effectthe selling
stockholders may offer and sell pursuant to this prospectus;
- the salenumber of shares owned by Repligenthe selling stockholders after completion of
the 2,007,050 shares of
common stock being offered herebyoffering (assuming that the exercise ofselling stockholders sell all of the
warrants)
at an assumed exercise priceshares offered pursuant to this prospectus); and
5
- the percentage (if one percent or more) of $2.50 and $3.50 per share for the Exchange
Warrants and $9.00 forclass owned by the Modified Original Warrants, our pro forma net
tangible book value asselling
stockholder after completion of September 30, 1999, would have been $20.8 million or
$.87 per share. This represents an immediate increase in pro forma net tangible
book value of $.30 per share to existing stockholders and an immediate dilution
of $1.63 to $8.13 per share to new investors. The following table illustrates
this per share dilution:
-6-
the offering.
SHARES
BENEFICIALLY
SHARES SHARES OWNED AFTER
BENEFICIALLY OFFERED OFFERING (1)
OWNED PRIOR TO PURSUANT TO -------------------
SELLING STOCKHOLDER OFFERING THIS PROSPECTUS NUMBER PERCENT
- ------------------- -------------- --------------- -------- --------
Assumed exercise price per share:
Exchange Warrants exercisable for 570,086 shares........................ $ 2.50
Exchange Warrants exercisable for 1,083,164 shares...................... 3.50
Modified Original Warrants exercisable for 353,800 shares............... 9.00
Net tangible book value per share at September 30, 1999................. $ .57
Increase per share attributable to new investors........................ .30
------
Pro forma net tangible book value per share after this offering............ .87
-------
Dilution per share to new investors
Holders of Exchange Warrants exercisable for $2.50 per share............ $ 1.63
Holders of Exchange Warrants exercisable for $3.50 per share............ $ 2.63
Holders of Modified Original Warrants exercisable for $9.00 per share... $ 8.13
John E. Abdo TTEE U/A 3/15/76
FBO John E. Abdo (2)........................... 8,700 8,700 0 *
Thomas I & Ceceile R. Brown JWTROS............... 1,450 1,450 0 *
Jules A. Clarkson................................ 1,450 1,450 0 *
Charles Dorsey................................... 1,450 1,450 0 *
Mark W. Kehaya................................... 1,450 1,450 0 *
Michael & Grace Pryomski......................... 2,900 2,900 0 *
Alternatively, if- ------------------------
* Represents less than 1% of the warrants are adjusted suchoutstanding shares.
(1) Assumes that the exercise price
becomes $8.00 per share for the Exchange Warrants and $14.00 per share for
the Modified Original Warrants, and after giving effect to the sale by
Repligenselling stockholders will sell all of the shares registered
hereunder. The stockholders may sell all or part of common stock being offered hereby (assumingtheir shares pursuant to
this prospectus.
(2) Includes 2,900 shares subject to a currently exercisable warrant.
None of the exercise of all the warrants) at such exercise prices, our pro forma net
tangible book value as of September 30, 1999, wouldselling stockholders have been $30.6 million
or $1.28 per share. This represents an immediate increase in pro forma net
tangible book value of $.71 per share to existing stockholders and an
immediate dilution of $6.72 to $12.72 per share to new investors. The
following table illustrates this per share dilution:
Assumed exercise price per share:
Exchange Warrants exercisable for 1,653,250 shares........................... $ 8.00
Modified Original Warrants exercisable for 353,800 shares.................... 14.00
Net tangible book value per share at September 30, 1999...................... $ .57
Increase per share attributable to new investors............................. .71
------
Pro forma net tangible book value per share after this offering................. 1.28
-------
Dilution per share to new investors
Holders of Exchange Warrants exercisable for $8.00 per share................. $ 6.72
Holders of Modified Original Warrants exercisable for $14.00 per share....... $ 12.72
DESCRIPTION OF THE WARRANTS/PLAN OF DISTRIBUTIONany material relationship with us.
In connection with the initial capitalization of Repligen Clinical Partners,
L.P. in February 1992, Repligen issued to certain purchasers and the sales agent
related thereto and the agent's affiliates, units in Repligen Clinical Partners.
Each unit consisted of a Class A limited partnership interest in Repligen
Clinical Partners and a warrant (collectively, the "Original Warrants") to
purchase 2,900 shares of our common stock of Repligen.stock.
In March 1994, Repligenwe offered to the holders of Original Warrants the
opportunity to exchange their Original Warrants for newly issued warrants (the
"Exchange Warrants"). Each holder of an Original Warrant was free to accept or
reject the exchange offer. Many -7-
warrantholders holding warrants to purchase
shares of Repligenour common stock accepted the exchange offer. Some warrantholders
were, however, ineligible to participate in this exchange offer due to their
failure to make payments on promissory notes (the "Promissory Notes") which were originally issued by
certain of the warrantholders in favor of Repligen Clinical Partners to pay for
the units. Some warrantholders who were eligible to participate in the exchange
offer rejected the exchange offer and thus continued to hold Original Warrants.
In connection with the March 1994 exchange of Original Warrants for Exchange
Warrants, we reduced the exercise price under the Exchange Warrants was reduced to $9.00
(from $22.73) per share, subject to increase to $14.00 per share on the date
90 days after Repligenwe notified the warrantholders holding the Exchange Warrants that
the closing price of Repligenour common stock equaled or exceeded $18.00 per share for
20 out of 30 consecutive trading days. TheWe also extended the exercise period
under the Exchange Warrants was also extended to March 31, 2000. The holders of Exchange Warrants
also accepted a reduction in certain royalty rates that each warrantholder would
have received as a limited partner of Repligen Clinical Partners, such royalties
arising out of any sales of the drug (rPF4) being developed by Repligen Clinical
Partners. Acceptance of the Exchange Warrants also resulted in pro rata
reductions in certain other royalties which were payable to such warrantholders
as limited partners of Repligen Clinical Partners. The holders of Original
Warrants to purchase 239,250 shares of our common stock either rejected or
failed to accept the modification of the Exchange Warrants that would have
resulted in a further reduction in the exercise price of the warrants which they
held.
6
In March 1995, Repligen subsequentlywe offered to the warrantholders an opportunity to modify the
Original Warrants and the Exchange Warrants that remained outstanding.outstanding to reduce
the respective exercise prices. With respect to each holder of an outstanding
Original Warrant or Exchange Warrant who was required to make and did make the
fourth installment payment to Repligen Clinical Partners pursuant to the
Promissory Notes, such holders (along with the other warrantholders who did not
have outstanding Promissory Notes)promissory notes) were free to accept or reject the proposed
modifications. With respect to the Original Warrants, the modifications provided that the
terms of the Original Warrants would be modified (the "Modified Original
Warrants") so as to be identical to those of the Exchange Warrants issued in the
1994 exchange offer (i.e., an extension of the exercise period by one year to
March 31, 2000 and a per share exercise price reduction from $22.73 to $9.00,
subject to escalation to $14.00 per share 90 days after Repligen notified
holders thereof that the closing price of Repligen common stock equaled or
exceeded $18.00 per share for 20 out of 30 consecutive trading days).
With respect to the Exchange Warrants being modified in March 1995, the
exercise price of the first 1,000 shares of Repligen common stock issuable upon
exercise thereof was reduced from $9.00 per share to $2.50 per share, and the
exercise price for the remaining 1,900 shares of Repligen common stock issuable
upon exercise thereof was reduced from $9.00 per share to $3.50 per share. The
exercise price of the modified Exchange Warrants was subject to increase to
$8.00 per share on the date 90 days after Repligen notified holders thereof that
the closing price of Repligen common stock equaled or exceeded $12.00 per share
for 20 out of 30 consecutive trading days. Lastly, Repligen further modified the
Exchange Warrants by extending the expiration period for the Exchange Warrants
by one year, to March 31, 2001. The proposed modifications did not include
further reductions in any royalty rates payable by Repligen. The difference in
treatment between the Original Warrants and Exchange Warrants in the March 1995
modification was due to the fact that holders of Original Warrants were those
warrantholders
-8-
who did not acceptaccepted such modification
received a warrant exercisable at $9.00 per share with an expiration date of
March 31, 2000 (these warrants are referred to as the 1994 exchange offer and consequently had a right to
receive higher royalty rates than holders"Modified Limited Partner
Warrants"). Each selling stockholder acquired their shares of Exchange Warrants.
The exercise price and the number of shares issuable upon exercise of each
warrant will be appropriately adjusted in the event of stock splits, stock
combinations, stock dividends, reclassifications or rights offerings involvingour common stock
or distributions of certain subscription rights, warrants or
evidences of indebtedness to holders of common stock. Repligen will not issue
fractional shares upon exercise of the warrants. Instead Repligen will pay to
the holderin a cash adjustment equal to the amount of fractional shares based on
the closing price of common stock as reported on the Nasdaq National Market on
the date of exercise.
With certain exceptions, in case of any reclassification or capital
reorganization, or in case of any consolidation or merger of Repligen or any
sale, lease, transfer or conveyance of all or substantially all of the assets of
Repligen, each holder of a warrant hereunder shall have the right, upon
subsequent exercise of such warrant, to purchase the kindprivate placement transaction and amount of shares
of stock or other securities and property receivable upon such reclassification,
capital reorganization, consolidation, merger, sale, lease, transfer or
conveyance by a holder of the number of shares of common stock that might have
been received upon the exercise of suchModified Limited
Partner Warrants.
In April 2000, we issued a warrant immediately priorexercisable for 2,900 shares of our
common stock at $9.00 per share and expiring on July 6, 2000 to such event,John E. Abdo as
trustee for the benefit of himself U/A 3/15/76 (the "Abdo Trust") to settle a
dispute with Mr. Abdo and the exercise price of such warrants will be appropriately adjusted. The
warrants do not confer upon the warrantholders any rights as stockholders of
Repligen.
As of December 1, 1999, Modified Original Warrants and Exchange Warrants to
purchase 353,800 shares of Repligen common stock were issued and outstanding and
such warrants will expire on March 31, 2000. As of December 1, 1999, modified
Exchange Warrants to purchase 1,653,250 shares of Repligen common stock were
issued and outstanding and such warrants will expire on March 31, 2001.
Repligen had previously filed a registration statement in April 1994 to
registerAbdo Trust involving the issuance of common stock upon exercise ofa Modified
Limited Partner Warrant to the warrants issued as
part of the units issued by Repligen Clinical Partners. Because that
registration statement became inactive (due to in part because the exercise
price of the warrants was significantly higher than the fair market value of the
underlying common stock), Repligen isAbdo Trust.
We are filing this registration statement to register for public sale the issuance of
shares of common stock acquired upon exercise of the Modified OriginalLimited Partner
Warrants and the modified Exchange Warrants in compliance with its
contractual obligationsshares of our common stock which may be acquired upon the
exercise of the warrant held by the Abdo Trust.
PLAN OF DISTRIBUTION
The shares of our common stock covered by this prospectus may be sold by the
selling stockholders from time to time for their own account We will pay the
warrantholders to maintain an effective
registration statement during the period the warrants are outstanding and
exercisable.
WARRANT EXERCISE PROCEDURE
Repligen has not engaged any underwriter, broker or dealerexpenses incurred in connection with the issuanceregistration of the shares toof our
common stock, except that the warrantholders andselling stockholders will pay noor assume brokerage
commissions thereon. In order to effectively exerciseand similar charges, the warrantslegal fees and purchaseexpenses of counsel for the
selling stockholders and any stock transfer taxes or other expenses incurred in
connection with the sale of the shares issuable upon exercise thereof, a warrantholder must comply with the
procedure described below. Failure to follow this procedure may result in either
a delay in the warrantholder's receipt of a stock certificate or an ineffective
exercise and return to the warrantholderour common stock. We will not receive
any of the materials submitted for
exercise.
The warrantholder must useproceeds from the "Purchase Form" attached to the endresale of the certificate representingshares of common stock by the warrant ("selling
stockholders.
The distribution of the Warrant Certificate").shares of our common stock by the selling
stockholders is not subject to any underwriting agreement. The warrantholder must specifyshares of our
common stock offered by the number of
-9-
shares being purchased and the exercise payment being remitted. The
warrantholder must sign the Purchase Form where indicated and the signature must
conform with the mannerselling stockholders may be sold from time to time
in which the Warrant Certificate is held as appearstransactions on the warrant register maintained by Repligen (the "Warrant Register").
Each holderNasdaq National Market, in negotiated transactions,
through the writing of a Warrant Certificate must deliveroptions on the completed Purchase
Form, and cashshares of our common stock, or a
check drawn to the ordercombination of "Repligen Corporation" for the
exact amountsuch methods of the exercise price for the shares being purchased to the
Director of Finance, Repligen Corporation, 117 Fourth Avenue Needham, MA 02494.
In addition, to satisfy Internal Revenue Service requirements, the exercising
warrantholder should provide Repligen with his or her social security number or
taxpayer identification number. Also, an exercising warrantholder should provide
Repligen with the address to which he, she or it wants the share certificate
delivered. Each warrantholder should direct any questions concerning exercise of
the warrants to the Director of Financesale, at the address listed above.
Upon receipt of the Warrant Certificate, including the completed Purchase
Form, appropriate payment for the shares being purchased, and the exercising
warrantholder's social security or taxpayer identification number, Repligen will
instruct its transfer agent to issue a share certificate in the warrantholder's
name (or other name if so designated) for the shares being purchased. The
transfer agent will send the share certificate to the exercising warrantholderfixed prices that may be changed, at
the address indicatedmarket prices prevailing at the time of exercise; otherwisesale, at prices relating to such
prevailing market prices or at negotiated prices. Any broker-dealers that
participate with selling stockholders in the transfer agent
will senddistribution of shares of our
common stock may be deemed to be underwriters and any commissions received by
them and any profit on the share certificateresale of shares of our common stock placed by them
might be deemed to be underwriting discounts and commissions within the meaning
of the Securities Act, in connection with such sales.
Any shares covered by the prospectus that qualify for sale pursuant to
Rule 144 under the Securities Act may be sold under Rule 144 rather than
pursuant to this prospectus.
Since the selling stockholders are not restricted as to the address listed onprice or prices
at which they may sell their shares of our common stock, sales of such shares of
our common stock at less than the Warrant Register.
Unless otherwise agreed to by Repligen, Repligen will send all share
certificates by first class mail with an estimated delivery time of about four
weeks frommarket prices may depress the date of Repligen's receiptmarket price of
the exercise material.
Upon receipt of the Warrant Certificate, including the completed Purchase
Form, appropriate payment for the shares being purchased, and the exercising
warrantholder's social security or taxpayer identification number, the
warrantholder will become the holder of record of those shares being purchased
and shall have all of the rights of a stockholder, including the right to vote
the shares.
PARTIAL EXERCISE
A warrantholder may exercise his or her Warrant Certificate for only part
of the shares the Warrant Certificate represents. If a warrantholder exercises
only a part of the shares represented by a Warrant Certificate, then in addition
to the share certificate for the exercised shares, he or she will receive a new
Warrant Certificate, dated the date of his or her original Warrant Certificate,
representing those shares still subject to exercise.our common stock.
EquiServe, 150 Royall Street, Canton, MA 02021, is the transfer agent for
the shares of common stock of Repligen.
-10-
LEGAL MATTERS
The validity of the shares of our common stock of Repligen offered hereby will be passed
upon for Repligenus by Testa, Hurwitz & Thibeault, LLP, Boston, Massachusetts.
7
EXPERTS
The financial statements incorporated by reference in this prospectus and
elsewhere in the registration statement to the extent and for the periods
indicated in their reports have been audited by Arthur Andersen LLP, independent
public accountants, as indicated in their reports with respect thereto, and are
included herein in reliance upon the authority of said firm as experts in
auditing and accounting.
WHERE YOU CAN FIND MORE INFORMATION
Repligen files annual, quarterly and special reports, proxy statements and
other information with the SEC. You may read and copy any document we file with
the SEC at the SEC's public reference room at 450 Fifth Street, N.W.,
Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further
information on operation of the public reference room. Our SEC filings are also
available to the public from the SEC's website at "http://www.sec.gov." Our
website is located at "http://www.repligen.com." Information contained on our
website is not part of this prospectus.
The SEC allows Repligen to "incorporate by reference" the information we
file with them, which means that we can disclose important information to you by
referring you to those documents. The information incorporated by reference is
considered to be part of this prospectus, and information that we file later
with the SEC will automatically update and supersede this information. Repligen
incorporates by reference the documents listed below and any future filings we
will make with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Exchange
Act (File No. 000-14656):
1. Annual report on Form 10-K for the year ended March 31, 1999;
2. Repligen's proxy statement, filed on July 29, 1999, for the 1999 annual
meeting of shareholders;
3. Quarterly reports on Form 10-Q for the quarters ended December 31, 1999,
September 30, 1999 and June 30, 1999;
4. Current reports on Form 8-K filed March 21, 2000, October 6, 1999,
MarchApril 24, 1999, as amended by Form 8-K/A filed June 15, 1999 and current
report on Form 8-K filed May 17, 1999; and
5. The "Description of Registrant's Securities to be Registered" contained
in Repligen's registration statement filed on Form 8-A, dated May 28,
1986.
You may request a copy of these filings, at no cost, by writing or
telephoning our Chief Financial Officer at the following address: Repligen
Corporation, 117 Fourth Avenue Needham, MA 02494 (781) 449-9560.
-11-
This prospectus is part of a registration statement we filed with the SEC.
You should rely only on the information or representations provided in this
prospectus. We have authorized no one to provide you with different information.
We are not making an offer of these securities in any state where the offer is
not permitted. You should not assume that the information in this prospectus is
accurate as of any date other than the date on the front of the document.
-12-8
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following table sets forth an estimate (other than with respect to the
Registration Fee) of the expenses expected to be incurred in connection with the
issuance and distribution of the securities being registered, other than
underwriting discounts and commissions:
Registration Fee -- SecuritiesFee--Securities and Exchange Commission....Commission........ $ 4,799.3030.00
Blue Sky Fees and Expenses................................Expenses.................................. $ 1,000.00
Accounting Fees and Expenses..............................Expenses................................ $ 3,000.001,000.00
Legal Fees and Expenses...................................Expenses..................................... $ 10,000.005,000.00
Transfer Agent feesFees and expenses..........................Expenses............................ $ 5,000.00
Miscellaneous.............................................1,000.00
Miscellaneous............................................... $ 6,200.70
------------
TOTAL...................................$ 30,000.00
============1,970.00
----------
TOTAL................................................... $10,000.00
==========
Repligen will bear all expenses shown above.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Delaware General Corporation Law, Article Seventh of Repligen's Restated
Certificate of Incorporation, as amended, and Article V of Repligen's By-laws
provide for indemnification of Repligen's directors and officers for liabilities
and expenses that they may incur in such capacities. In general, directors and
officers are indemnified with respect to actions taken in good faith in a manner
reasonably believed to be in, or not opposed to, the best interests of Repligen,
and with respect to any criminal action or proceeding, actions that the
indemnitee had no reasonable cause to believe were unlawful.
Repligen maintains directors and officers liability insurance for the
benefit of its directors and certain of its officers.
II-1
ITEM 16. EXHIBITS.
The following exhibits, required by Item 601 of Regulation S-K, are filed as
a part of this Registration Statement. Exhibit numbers, where applicable, in the
left column correspond to those of Item 601 of Regulation S-K.
EXHIBIT NO. ITEM AND REFERENCE
- ----------- ------------------------------------------------------------
4.1 Form--Form of Modified Limited Partner Warrant dated as of
February 28, 1992 (referred to as the Modified Original
Warrant) (filed as Exhibit
4.3 to Repligen Corporation's Annual Report on Form 10-K for the year endeddated March 31,
1998 and incorporated herein by reference).
+4.2 Form of Amended, Modified and Restated
4.2 --Common Stock Purchase Warrant (referreddated April 14, 2000 issued
to as
the Exchange Warrant).
+5 -- LegalJohn E. Abdo TTEE U/A 3/15/76 FBO John E. Abdo
5 --Legal Opinion of Testa, Hurwitz & Thibeault, LLP
+23.1 -- Consent23.1 --Consent of Arthur Andersen LLP
23.2 -- Consent--Consent of Testa, Hurwitz & Thibeault, LLP (included in
Exhibit 5)
+24 -- Power24 --Power of Attorney (included on signature pages)
- ------------------
+ filed herewithII-1
ITEM 17. UNDERTAKINGS.
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 of 1933;
(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, represents 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 and 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 20 percent change in the maximum
aggregate offering price set forth in the "Calculation of Registration
Fee" 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.
II-2
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, 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.
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) 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.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to provisions described in Item 15 above, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities Act of 1933 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 of 1933 and will be governed by the final adjudication of such
issue.
II-3II-2
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-3 and has duly caused this Registration
Statement on Form S-3 to be signed on its behalf by the undersigned, thereunto
duly authorized in the Town of Needham, Commonwealth of Massachusetts on
January
28,April 18, 2000.
Repligen Corporation
By: /s/REPLIGEN CORPORATION
BY: /S/ WALTER C. HERLIHY
-----------------------------------------
Walter C. Herlihy
------------------------------------
Walter C. Herlihy
President and Chief Executive
OfficerPRESIDENT AND CHIEF EXECUTIVE OFFICER
POWER OF ATTORNEY
Each person whose signature appears below on this Registration Statement
hereby constitutes and appoints Walter C. Herlihy with full power to act as his
true and lawful attorney-in-fact and agent, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities (until revoked in writing) to sign any and all amendments (including
post-effective amendments and amendments thereto) to this Registration Statement
on Form S-3 of Repligen Corporation, and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorney-in-fact and agents full power
and authority to do and perform each and every act and thing requisite and
necessary fully to all intents and purposes as he might or could do in person
thereby ratifying and confirming all that said attorney-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 hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement on Form S-3 has been signed below by the following
persons on behalf of the Registrant and in the capacities and on the dates
indicated.
NAME CAPACITY DATE
/s/ Walter C. Herlihy President and Chief Executive January 28,NAME CAPACITY DATE
- ------------------------------ --------------------------- -------------------
President and Chief
Executive Officer, Chief
/s/ WALTER C. HERLIHY Financial Officer and
- ------------------------------ Director (principal April 18, 2000
Walter C. Herlihy executive, financial and
accounting officer)
/s/ ALEXANDER RICH Co-Chairman of the Board of
- ------------------------------ Directors , M.D. April 18, 2000
Alexander Rich
/s/ PAUL SCHIMMEL Co-Chairman of the Board of
- ------------------------------ Directors, Ph.D. April 18, 2000
Paul Schimmel
/s/ ROBERT J. HENNESSEY Director
- ------------------------------ April 18, 2000
Robert J. Hennessey
/s/ G. WILLIAM MILLER Director
- ------------------------------ April 18, 2000
- -------------------------------------- Officer, Chief Financial Officer
Walter C. Herlihy and Director (principal executive,
financial and accounting officer)
/s/ Alexander Rich, M.D. Co-Chairman of the Board of January 28, 2000
- -------------------------------------- Directors
Alexander Rich, M.D.
II-4
/s/ Paul Schimmel, Ph.D. Co-Chairman of the Board of January 28, 2000
- -------------------------------------- Directors
Paul Schimmel, Ph.D.
/s/ Robert J. Hennessey Director January 28, 2000
- --------------------------------------
Robert J. Hennessey
/s/ G. William Miller Director January 28, 2000
- --------------------------------------
G. William Miller
II-5II-3
INDEX TO EXHIBITS
EXHIBIT NO. ITEM AND REFERENCE
- ----------- ------------------------------------------------------------
4.1 Form--Form of Modified Limited Partner Warrant dated as of February
28, 1992 (referred to as the Modified Original Warrant) (filed as Exhibit
4.3 to Repligen Corporation's Annual Report on Form 10-K for the year endeddated March 31,
1998 and incorporated herein by reference).
+4.2 Form of Amended, Modified and Restated
4.2 --Common Stock Purchase Warrant (referreddated April 14, 2000 issued
to as
the Exchange Warrant).
+5 -- LegalJohn E. Abdo TTEE U/A 3/15/76 FBO John E. Abdo
5 --Legal Opinion of Testa, Hurwitz & Thibeault, LLP
+23.1 -- Consent23.1 --Consent of Arthur Andersen LLP
23.2 -- Consent--Consent of Testa, Hurwitz & Thibeault, LLP (included in
Exhibit 5)
+24 -- Power24 --Power of Attorney (included on signature pages)
- -----------------
+ filed herewith
II-6