SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): April 30, 1999
REPLIGEN CORPORATION
- --------------------------------------------------------------------------------
(Exact name of Registrant as specified in its charter)
117 FOURTH AVENUE, NEEDHAM, MASSACHUSETTS
- --------------------------------------------------------------------------------
(Address of principal executive offices)
02494
- --------------------------------------------------------------------------------
(Zip Code)
(781) 449-9560
- --------------------------------------------------------------------------------
Registrant's telephone number, including area code
NO CHANGE SINCE LAST REPORT
- --------------------------------------------------------------------------------
(Former name or address, if changed since last report)
DELAWARE 000-14656 04-2729386
-------- --------- ----------
(State or other jurisdiction of (Commission file number) (I.R.S. Employer
incorporation or organization) Identification No.)
ITEM 5. OTHER EVENTS.
On April 30, 1999 and May 14, 1999, Repligen Corporation entered into
binding agreements with certain investors to raise an aggregate of $9,000,000 in
a private placement of an aggregate of 3,600,000 shares of its Common Stock at a
price of $2.50 per share.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) Financial Statements of Business Acquired: None required.
(b) Pro Forma Financial Information: None required.
(c) EXHIBITS:
Exhibit No. Description
----------- -----------
4.1 Stock Purchase Agreement dated as of April
30, 1999, by and among Repligen Corporation
and Wellington Management Company, LLP, as
Investment Advisor to the investors listed
on Schedule I thereto.*
4.2 Stock Purchase Agreement dated as of May 14,
1999, by and among Repligen Corporation and
the investors listed on the Schedule I
thereto.*
99.1 Press release of the Company dated May 17,
1999.
* The schedules and exhibits to the Stock Purchase Agreements, included as
Exhibits 4.1 and 4.2 hereto, are not being filed herewith. The Stock Purchase
Agreements filed herewith contain a list briefly identifying the contents of all
schedules and exhibits to such documents. The Company undertakes to furnish
supplementally a copy of any omitted schedule and exhibit to the Commission upon
request. Pursuant to Item 601 (b) (2) of Regulation S-K, set forth below is a
list of the omitted schedules and exhibits.
STOCK PURCHASE AGREEMENT (EXHIBIT 4.1 HERETO)
Exhibit A Opinion of Testa, Hurwitz & Thibeault, LLP
Schedule I List of Investors
STOCK PURCHASE AGREEMENT (EXHIBIT 4.2 HERETO)
Exhibit A Opinion of Testa, Hurwitz & Thibeault, LLP
Schedule I List of Investors
-2-
SIGNATURE
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
By: /s/ Walter Herlihy
-----------------------------
Name: Walter Herlihy
-----------------------------
Title: President & CEO
-----------------------------
Date: May 17, 1999
-3-
EXHIBIT INDEX
Exhibit No. Description
- ----------- -----------
4.1 Stock Purchase Agreement dated as of April 30, 1999,
by and among Repligen Corporation and Wellington
Management Company, LLP, as Investment Advisor to the
investors listed on Schedule I thereto.*
4.2 Stock Purchase Agreement dated as of May 14, 1999, by
and among Repligen Corporation and the investors listed
on the Schedule I thereto.*
99.1 Press release of the Company dated May 17, 1999.
* The schedules and exhibits to the Stock Purchase Agreements, included as
Exhibits 4.1 and 4.2 hereto, are not being filed herewith. The Stock Purchase
Agreements filed herewith contain a list briefly identifying the contents of
all schedules and exhibits to such documents. The Company undertakes to
furnish supplementally a copy of any omitted schedule and exhibit to the
Commission upon request. Pursuant to Item 601 (b) (2) of Regulation S-K, set
forth below is a list of the omitted schedules and exhibits.
STOCK PURCHASE AGREEMENT (EXHIBIT 4.1 HERETO)
Exhibit A Opinion of Testa, Hurwitz & Thibeault, LLP
Schedule I List of Investors
STOCK PURCHASE AGREEMENT (EXHIBIT 4.2 HERETO)
Exhibit A Opinion of Testa, Hurwitz & Thibeault, LLP
Schedule I List of Investors
-4-