1
FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended June 30, 1995
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from ______________________ to ______________________
Commission file number 0-14656
REPLIGEN CORPORATION
Delaware 04-2729386
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
One Kendall Square
Cambridge, Massachusetts 02139
(Address of principal executive offices) (Zip Code)
(617) 225-6000
(Registrant's telephone number, including area code)
-------------------------------------------------------------------------------
(Former name, former address and former fiscal year,
if changed since last report.)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes [X] No [ ]
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of August 11, 1995:
Common Stock, par value $.01 per share 15,358,938
--------------------------------------- -------------------------------------
Class Number of Shares
2
PART I. FINANCIAL INFORMATION
ITEM I. FINANCIAL STATEMENTS
--------------------
REPLIGEN CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
Three Months Ended June 30,
---------------------------
1995 1994
------------ ------------
Revenues:
Research and development $ 2,083,686 $ 3,704,638
Product 392,091 571,893
Investment income 271,708 338,956
Other 88,831 211,566
------------ ------------
2,836,316 4,827,054
------------ ------------
Costs and expenses:
Research and development 3,778,035 8,728,152
Selling, general and administrative 1,347,379 1,641,840
Cost of goods sold 290,147 395,442
Interest 59,375 83,788
------------ ------------
5,474,936 10,849,223
------------ ------------
Net loss $(2,638,620) $(6,022,169)
============ ============
Net loss per common share $ (0.17) $ (0.39)
============ ============
Weighted average common shares outstanding 15,357,784 15,353,445
============ ============
<FN>
See accompanying notes to consolidated financial statements.
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REPLIGEN CORPORATION
CONSOLIDATED BALANCE SHEETS
(Unaudited)
June 30, March 31,
1995 1995
------------ ------------
Current assets:
Cash and cash equivalents $ 7,588,041 $ 13,821,387
Marketable securities 4,012,263 1,480,712
Accounts receivable 1,887,739 1,686,902
Amounts due from affiliates 232,300 962,361
Inventories 1,520,943 1,213,379
Note receivable from affiliate -- 4,620,000
Prepaid expenses and other current assets 779,637 1,039,197
------------ ------------
Total current assets 16,020,923 24,823,938
Property, plant and equipment, at cost:
Leasehold improvements 11,806,097 11,801,854
Equipment 7,637,990 7,625,094
Furniture and fixtures 868,030 869,590
------------ ------------
20,312,117 20,296,538
Less: accumulated depreciation
and amortization 15,738,139 15,312,326
------------ ------------
4,573,978 4,984,212
Restricted cash 1,000,000 1,000,000
Other assets, net 508,178 521,803
------------ ------------
$ 22,103,079 $ 31,329,953
============ ============
<FN>
See accompanying notes to consolidated financial statements.
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REPLIGEN CORPORATION
CONSOLIDATED BALANCE SHEETS
LIABILITIES AND STOCKHOLDERS' EQUITY
(Unaudited)
June 30, March 31,
1995 1995
-------------- --------------
Current liabilities:
Accounts payable $ 634,013 $ 1,221,277
Accrued expenses and other 8,310,907 9,709,092
Unearned income -- 203,000
Term loan payable to a bank -- 4,620,000
-------------- --------------
Total current liabilities 8,944,920 15,753,569
Commitments and contingencies
Stockholders' equity:
Preferred stock, $.01 par value --
authorized -- 5,000,000 shares --
outstanding -- none -- --
Common stock, $.01 par value --
authorized -- 30,000,000 shares--
outstanding -- 15,358,938 and 15,357,030
shares at June 30, 1995 and
March 31, 1995, respectively 153,589 153,570
Additional paid-in capital 127,163,301 126,942,925
Accumulated deficit (114,158,731) (111,520,111)
-------------- --------------
Total stockholders' equity 13,158,159 15,576,384
-------------- --------------
$ 22,103,079 $ 31,329,953
============== ==============
<FN>
See accompanying notes to consolidated financial statements.
5
REPLIGEN CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
Three Months Ended
------------------------------
1995 1994
-------------- --------------
Cash flows from operating activities:
Net loss $(2,638,620) $(6,022,169)
Adjustments to reconcile net loss to net cash
(used in) provided by operating activities -
Depreciation and amortization 425,813 653,472
Equity in net loss of an affiliate 13,625 27,325
Contribution of common stock to ESOP -- 373,684
Changes in assets and liabilities -
Accounts receivable (200,837) 1,282,107
Amounts due from affiliates 730,061 5,314,668
Inventories (307,564) (253,609)
Prepaid expenses and other current assets 259,560 465,639
Accounts payable (587,264) (784,229)
Accrued expenses and other (1,398,385) 32,251
Unearned income (203,000) (142,013)
-------------- --------------
Net cash (used in) provided by operating activities (3,906,611) 947,126
-------------- --------------
Cash flows from investing activities:
(Increase) decrease in marketable securities (2,531,551) 612,962
Purchases of property, plant and equipment, net (15,579) (141,591)
Decrease in other assets -- 36,428
-------------- --------------
Net cash (used in) provided by investing activities (2,547,130) 507,800
-------------- --------------
Cash flows from financing activities:
Proceeds from sales of common stock and
issuance of warrants 220,395 261,338
Proceeds from note receivable due from affiliate 4,620,000 --
Payment of term loan to bank (4,620,000) --
-------------- --------------
Net cash provided by financing activities 220,395 261,338
-------------- --------------
Net decrease in cash and cash equivalents (6,233,346) 1,716,264
Cash and cash equivalents, beginning of period 13,821,387 27,655,061
-------------- --------------
Cash and cash equivalents, end of period $ 7,588,041 $ 29,371,325
============== ==============
(Continued)
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Supplemental disclosure of cash flow information
Cash paid for interest $ 272,830 $ 95,263
============== ==============
<FN>
See accompanying notes to consolidated financial statements.
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REPLIGEN CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
1. Basis of Presentation
The financial statements included herein have been prepared by Repligen
Corporation (the "Company" or "Repligen") without audit, pursuant to the
rules and regulations of the Securities and Exchange Commission. Certain
information and footnote disclosures normally included in financial
statements prepared in accordance with generally accepted accounting
principles have been condensed or omitted pursuant to such rules and
regulations. The Company believes, however, that the disclosures made are
adequate to ensure that the information presented is not misleading. It is
suggested that these financial statements be read in conjunction with the
audited financial statements and notes thereto included in the Company's
1995 Form 10-K, filed with the Securities and Exchange Commission.
This financial information includes all adjustments (consisting of normal,
recurring adjustments) which the Company considers necessary for a fair
presentation of such information. The results of operations for the
interim periods presented are not necessarily indicative of results to be
expected for the entire year.
The Company has incurred significant operating losses since inception and
is currently undergoing a major restructuring of its operations. The
Company anticipates that without additional significant financing in
calendar 1995 or early 1996 from either an offering by the Company of its
securities, from a third party funding, or the merger of the Company with
or the acquisition of the Company by an entity capable of funding its
operations, the Company will be forced to curtail or cease operations.
2. Net Loss Per Common Share
Primary net loss per common share has been computed by dividing net loss by
the weighted average number of shares outstanding during the period.
Common stock equivalents have not been included for any period as the
effect would be antidilutive. Fully diluted net loss per common share has
not been presented for any period as the amounts would not differ from
primary net loss per common share.
3. Cash Equivalents and Marketable Securities
The Company considers all highly liquid investments with original
maturities of three months or less at the time of acquisition to be cash
equivalents. Included in cash equivalents at June 30, 1995 are $4,493,000
of money market funds, $1,595,000 of bankers acceptances and $1,400,000 of
bank time deposits. These Securities are reported at amortized cost, which
approximates fair market value at June 30, 1995. Investments with a
maturity period of greater than three months are classified as marketable
securities and consist of $3,540,000 of corporate bonds and $472,000 of
collateralized mortgage obligations at June 30, 1995.
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4. Inventories
Inventories are stated at the lower of cost (first-in, first-out) or market
and consist of the following:
June 30, March 31,
1995 1995
---------- ----------
Raw materials and work-in-process $ 325,003 $ 240,044
Finished goods 1,195,940 973,335
---------- ----------
Total $1,520,943 $1,213,379
========== ==========
Work in process and finished goods inventories consist of material, labor
and manufacturing overhead. The increase in finished goods inventories is
due primarily to anticipated demand for the Company's Protein A product
line.
5. Eli Lilly and Company Agreement
In May 1992, the Company entered into a Research, Collaboration and License
Agreement with Eli Lilly and Company ("Lilly"), whereby the Company granted
Lilly an exclusive license to make, use and sell products utilizing
antibodies, antibody fragments and engineered polypeptides that bind to
CD11b (the "Products"). This agreement expired in February 1995. In June
1995, the Company and Lilly announced an extension of their collaboration
and licensing agreement through November 1996. The Company recognized
revenues of approximately $1,313,000 and $1,614,000 for research and
development performed during the three month periods ended June 30, 1995
and 1994, respectively.
6. Repligen Clinical Partners, L.P.
In February 1992, Repligen Clinical Partners, L.P. (the "Partnership")
completed a private placement of 900 limited partnership units, with net
proceeds of approximately $40,300,000 in cash and notes receivable, to be
received by the Partnership over a three-year period. In connection with
the formation of the Partnership, the Company granted to the Partnership an
exclusive license to all technology and know-how related to the
manufacture, use and sale of recombinant platelet factor-4 (rPF4) in the
United States, Canada and Europe (the "Technology"). A wholly-owned
subsidiary of the Company, Repligen Development Corporation, serves as the
general partner of the Partnership (the "General Partner").
The Partnership's primary source of funding and capital resources has been
the capital contributions made by the limited partners and the General
Partner. The primary use of the Partnership's capital resources is to fund
research and development performed by the Company pursuant to the Product
Development Agreement (the "Development Agreement") and to develop products
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and receive marketing approval for the sale of such products. As of
June 30, 1995, the Partnership had working capital of $1,703,000. As of
July 31, 1995, the Partnership has received $11,673,000 of the $13,433,000
final installment due from the limited partners and although the
Partnership's working capital and capital requirements may change, the
Company believes that the existing resources of the Partnership, assuming
the remaining $1,760,000 of unpaid installations is not paid, will be
sufficient to fund the operations of the Partnership until at least
March 31, 1996. At that time it is expected that the additional funds
necessary to continue clinical trials and begin commercialization of
products will be provided by the Company, if the Company has the necessary
resources, or by other corporate partners.
Under the terms of the Development Agreement with the Partnership, the
Company performs research and development activities and will seek to
obtain approval from the U.S. Food and Drug Administration for the sale of
products that may be developed utilizing the licensed technology. The
Partnership is required to reimburse the Company for research and
development expenses incurred under the Development Agreement, and pay a
management fee equal to 10% of such expenses. Included in the accompanying
statements of operations for the three month periods ended June 31, 1995
and 1994 are research and development revenues of approximately $771,000
and $2,091,000 respectively, recognized pursuant to the Development
Agreement. During fiscal 1995, the Company incurred an additional
$1,641,000 of research and development expenses which could have been
charged to the Partnership, but which were absorbed by the Company in an
effort to preserve the funds of the Partnership. No such costs were
absorbed in the three months ended June 30, 1995. Included in other
revenues for the three month periods ended June 31, 1995 and 1994 are
approximately $99,000 and $235,000, respectively, representing the 10%
management fee under the Development Agreement.
In June 1994, the Company completed an exchange offer with a majority of
the holders of Limited Partner Warrants and Class B Warrants pursuant to
which their existing warrants ("Existing Warrants") were exchanged for new
warrants ("Exchange Warrants").
In March 1995, the Company subsequently Offered to modify the majority of
Existing Warrants and the Exchange Warrants. Each holder of an outstanding
warrant who made the fourth installment payment was free to accept or
reject modifications. As of June 9, 1995, 601 of the 811 nondefaulted
limited partnership units had accepted the modifications. As a result,
Existing Warrants to purchase 130,500 shares of the Company's common stock,
modified Existing Warrants to purchase 153,700 shares of the Company's
common stock, Exchange Warrants to purchase 466,900 shares of the Company's
common stock and modified Exchange Warrants to purchase 1,694,950 shares of
the Company's common stock are outstanding at June 9, 1995.
7. Restructuring Charge
During fiscal 1995, the Company substantially restructured its operations
in an effort to reduce its current rate of expenditures and preserve its
available cash and investment balances. In the second quarter, the Company
recorded a charge of $975,000 to cover severance costs and related
benefits, as well as certain rental losses associated with the sublease of
certain facilities. During the fourth quarter, the Company recorded a
charge of $10,325,000 to cover severance costs and related benefits, rental
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losses associated with the sublease of certain facilities, the write-off of
certain leasehold improvements, equipment and intangible assets which will
no longer be utilized and to reserve for future operating lease payments
for equipment which will also no longer be utilized. The restructurings
were done in order to reorganize certain business operations and to permit
its senior management team to focus on the clinical development of certain
lead product candidates. The total restructuring charge of $11,300,000
included cash related expenditures of $6,545,000 and a non-cash charge of
$4,755,000. The cash related expenditures consisted of $2,035,000 of
severance and related benefits for approximately 140 terminated employees,
$3,250,000 of future operating lease payments for assets no longer being
utilized, $940,000 of rental losses associated with the sublease of surplus
lab and office space, and $320,000 of contract termination fees. The non-
cash charge was related to the write-off of leasehold improvements,
equipment and other intangibles no longer being utilized. As of June 30,
1995, approximately $1,841,000 of the severance costs, benefit costs and
contract termination fees have been paid. The balance is anticipated to be
paid over the following three months. As of June 30, 1995, approximately
$589,000 of the equipment and facility lease payments have been paid. The
balance is scheduled to be paid through fiscal 1998; however, the Company
is currently in default under the equipment leases, which gives the lessors
thereunder the right to accelerate all future payments ($5,224,000 at
June 30, 1995, of which $3,040,000 is included in accrued expenses at
June 30, 1995) under these leases. The Company is currently negotiating
with the equipment and certain of the facility lessors for early lease
termination and a reduction and lease obligation.
8. Lease Commitments
The Company leases its office, research and manufacturing facilities and
certain equipment under operating lease arrangements. Certain of the
equipment lease arrangements require that the Company maintain certain
restrictive covenants, including cash and cash equivalent balances of not
less than $12,000,000 and certain financial ratios. In addition, one of
the lease arrangements requires that the Company maintain $1,000,000 of
restricted cash in an escrow account. The Company was not in compliance
with certain of these covenants at June 30, 1995 and anticipates that it
will not meet these financial covenants during fiscal 1996, which will give
the lessors thereunder the right to accelerate all future payments under
these equipment leases ($5,224,000 at June 30, 1995, of which $3,040,000
is included in accrued expenses at June 30, 1995).
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
---------------------------------------------------------------
Results of Operations
Revenues -
Total revenues for the three month period ended June 30, 1995 were
$2,836,000 as compared to $4,827,000 in the comparable fiscal 1995 period.
Research and development revenues for the three month period ended June 30,
1995 were $2,084,000 compared to $3,705,000 in the comparable fiscal 1995
period. The decrease of $1,621,000 in the first quarter of fiscal 1996
from the comparable fiscal 1995 period is due primarily to a reduction in
revenue from Lilly for the anti-inflammation program and from the
Partnership related to the development program for recombinant platelet
factor - 4 (rPF4). The decline in revenues from Lilly and the Partnership
is caused by a decrease in the need for process development, pre-clinical
research and manufacturing activity as both products under development have
entered phase I/II clinical trials and is also due to lack of resources of
the Partnership, limiting the Partnership's ability to fund the rPF4
program.
Product revenues for the three month periods ended June 30, 1995 and 1994
were $392,000 and $572,000, respectively. Product revenue for the first
quarter fiscal 1996 decreased over the similar fiscal 1995 period due
primarily to the timing of Protein A product shipments.
Investment income decreased in the fiscal quarter of fiscal 1996 over the
comparable three month period in fiscal 1995 primarily because of lower
average funds available for investment offset in part by higher interest
rates.
Other revenues for the three month period ended June 30, 1995 decreased
from the comparable fiscal 1995 period primarily because of a decrease in
management fees received from the Partnership.
Expenses -
During fiscal 1995, the Company substantially restructured its operations
in an effort to reduce its current rate of expenditures and preserve its
available cash and investment balances. The restructurings were done in
order to reorganize certain business operations and to permit its senior
management team to focus on the clinical development of the Company's two
lead product candidates. In the second quarter, the Company recorded a
charge of $975,000 to cover severance costs and related benefits, as well
as certain rental losses associated with the sublease of certain
facilities. During the fourth quarter, the Company recorded a charge of
$10,325,000 to cover severance costs and related benefits, rental losses
associated with the sublease of certain facilities, the write-off of
certain leasehold improvements, equipment and intangible assets which will
no longer be utilized and to reserve for future operating lease payments
for equipment which will also no longer be utilized.
Total expenses for the three month periods ended June 30, 1995 and 1994
were $5,475,000 and $10,849,000, respectively. This decrease in the three
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month fiscal 1996 period reflects lower operating costs as a result of the
fiscal 1995 restructuring efforts.
Research and development expenses for the three month periods ended
June 30, 1995 and 1994 were $3,778,000 and $8,728,000, respectively. The
decreased expenses in the first quarter of fiscal 1996 from the comparable
period in fiscal 1995 reflect the Company's efforts to reduce costs and to
focus its resources on the clinical development of its two lead product
candidates. The Company continues to be committed to its research and
development agreements with the Partnership and Lilly and to moving these
product candidates through clinical trials.
Selling, general and administrative expenses for the three month periods
ended June 30, 1995 and 1994 were $1,348,000 and $1,642,000, a decrease of
$295,000, which reflects a decrease in administrative personnel and related
expenses as part of the Company's cost reduction efforts.
Cost of goods sold for the three month periods ended June 30, 1995 and 1994
were $290,000 and $395,000, respectively. Cost of goods sold in the three
month periods were 74% and 69% of product revenues, respectively. The
increase in cost of sales as a percentage of revenue are primarily a
result of a change in product mix between the two periods.
Capital Resources and Liquidity
The Company's total cash, cash equivalents and marketable securities
decreased to $11,600,000 at June 30, 1995 from $15,302,000 at March 31,
1995, a decrease of $3,702,000 or 24%. The decrease reflects net operating
losses during the three month period of approximately $2,639,000, the
increase in inventories of $308,000 and the reduction of current
liabilities of $6,809,000, offset by the reduction in note receivable from
affiliate of $4,620,000 and the collection of amounts due from the
Partnership as a result of the receipt from the partners of their fourth
installment. Working capital decreased to $7,076,000 at June 30, 1995 from
$9,070,000 at March 31, 1995 reflecting primarily the loss during the three
months ended June 30, 1995.
The Company has funded operations primarily with cash derived from the
sales of its equity securities, research and development contracts, product
sales, investment income, proceeds from a term loan with a bank, the sale
of the Company's share of a joint venture and leasing of certain equipment.
In May 1992, the Company entered into a research and development agreement
with Lilly which provided $6,262,000 and $7,790,000 in research funding in
fiscal 1995 and 1994, respectively, and $1,313,000 and $1,614,000 in
research funding during the three-month period ended June 30, 1995 and
June 30, 1994, respectively, and will provide additional funding for
research and milestones during the course of the project. In June 1995,
the collaboration and licensing agreement with Lilly was extended through
November 1996.
The Company is receiving research and development funding and a 10%
management fee from the Partnership pursuant to the Development Agreement.
The Company recorded revenue in the three month period ended June 30, 1995
of $771,000 compared to $2,091,000 in the comparable fiscal 1994 period.
The Company currently expects funding from the Partnership to continue into
the fourth quarter of calendar 1995, although at a reduced rate from fiscal
1994, based upon the existing resources of the Partnership. Funding into
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the fourth quarter of calendar 1995 is dependent upon reductions in the
rate of expenditures by the Company under the Development Agreement and the
absorption by the Company of certain costs which would qualify for
reimbursement under the Product Development Agreement. At June 30, 1995,
the Partnership had working capital of $1,703,000.
Repligen anticipates that it will need approximately $60,000,000 to
complete the remainder of the rPF4 Research Program, to obtain all FDA and
other regulatory approvals and to commence sales of any rPF4 Products.
Although the Company's working capital and capital requirements may change,
the Company estimates that it has funds sufficient to continue the rPF4
Research Program and its other current operations until at least March 31,
1996. Thus, without additional financing in calendar 1995 or early 1996
from either an offering by Repligen of its securities, from third party
funding, or the merger of Repligen with or the acquisition of Repligen by
an entity capable of funding the rPF4 Research Program, Repligen and the
Partnership will not have sufficient funding to continue the rPF4 Research
Program and Repligen will be forced to curtail or cease its operations. In
the event that Repligen is unable to continue the rPF4 Research Program on
behalf of the Partnership, it is obligated under one of the agreements
ancillary to the Development Agreement to use its best efforts to license
or sell the Technology to a third party. Given the current market for
biotechnology securities, Repligen does not believe that an offering of its
securities sufficient in aggregate amount to fund the remainder of the rPF4
Research Program is currently feasible. Repligen is currently at the
preliminary stages of discussing with various pharmaceutical companies a
joint venture pursuant to which such pharmaceutical company would fund the
remaining rPF4 Research Program along with Repligen and together they would
manufacture and market any rPF4 Products. Because such discussions are at
a preliminary stage, the terms of any such joint venture are not known.
Any such third party may seek to modify the Development Agreement, possibly
including a reduction in the royalty rates payable to the Limited Partners
under such agreements. Any such amendment would require the consent of the
Limited Partners. In addition, any such third party may require that the
Partnership be a party to any such joint venture agreement, which may also
require the consent of the Limited Partners.
The General Partner of the Partnership periodically reviews the progress of
the Partnership's research program to determine whether the continuation of
all or any part thereof is in the best interest of the Limited Partners of
the Partnership. If at any time the Board of Directors determines that such
research is infeasible or uneconomic and should be discontinued or
otherwise determines that the program should be discontinued, or if the
Board of Directors of the Company determines not to contribute the
additional funds to the Partnership which are determined to be required
when all Partnership funds have been expended and no FDA marketing approval
has been received for any product developed by the Partnership, the Product
Development Agreement will terminate. The Company believes that rPF4 may
be useful (i) as a neutralizing agent to reverse the anticoagulant effects
of heparin and (ii) as a therapy in the treatment of certain solid tumor
cancers. Repligen is committed to the rPF4 development program and intends
to finance it with third party funding and Repligen's and the Partnership's
remaining funds.
Repligen has entered into certain operating lease agreements which require
the Company to maintain certain restrictive covenants. The Company was not
in compliance with certain of these covenants at June 30, 1995 and
anticipates that it will not meet these financial covenants during 1996,
14
which will give the lessors thereunder the right to accelerate all future
payments under these leases. As of June 30, 1995, $5,224,000 was due on
these operating leases, of which $3,040,000 was included in the accrued
restructuring charge.
In March 1993, the Company entered into an unsecured term loan agreement
with a bank whereby the bank loaned the Company $4,620,000 at such bank's
base rate plus one-half of one percent. The loan matured and was paid in
full in May 1995. In addition, the Company had a $4,000,000 unsecured
demand line of credit with a bank which expired in June 1995.
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PART II. OTHER INFORMATION
Item 1. Not applicable
Item 2. Not applicable
Item 3. Not applicable
Item 4. Not applicable
Item 5. Not applicable.
Item 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibit 27 Financial Data Schedule (provided for the information
of the Securities and Exchange Commission only)
(b) None
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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 thereunto duly authorized.
REPLIGEN CORPORATION
(Registrant)
Date: August 11, 1995 By: /S/ Avery W. Catlin
-------------------------------------
Chief Financial Officer
Signing on behalf of the Registrant
and as Principal Financial and
Accounting Officer