SCHEDULE 14a
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
Filed by the registrant [X]
Filed by a party other than the registrant [ ]
Check the appropriate box:
[ ] Preliminary proxy statement
[X] Definitive proxy statement
[ ] Definitive additional materials
[ ] Soliciting Material pursuant to Rule 14a-11(c) or Rule 14a-12
Repligen Corporation
- ------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter
Repligen Corporation
- ------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement)
Payment of filing fee (Check the appropriate box):
[X] $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(j)(2).
[ ] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
- ------------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
- ------------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed pursuant
to Exchange Act Rule 0-11.(1)
- ------------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
- ------------------------------------------------------------------------------
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the form or schedule and the date of its filing.
(1) Amount previously paid:
(2) Form, schedules or registration statement no.:
(3) Filing party:
(4) Date filed:
- -----------------
(1) Set forth the amount on which the filing fee is calculated and state how
it was determined.
<PAGE>
[Letterhead]
[Logo] RepliGen Repligen Corporation
One Kendall Square
Building 700
Cambridge, Massachusetts 02139
Telephone: 617-225-6000
Telefax: 617-494-1786
Telex: 881987
August 18, 1995
Dear Stockholder:
It gives me a great deal of pleasure to invite you to attend Repligen's 1995
Annual Meeting, which will be held at 2:00 p.m. on Thursday, September 14, at
our headquarters, One Kendall Square, Building 700, Cambridge, MA.
We look forward to the opportunity of briefing you on the status of the
company, as well as our strategic direction for the future. Officers of the
company will be available to meet with you. We hope you will plan to visit
your company and learn about its progress.
Enclosed is the Notice and Proxy Statement that describes the topics which
will be presented at the meeting. Whether or not you are planning to attend
this meeting, kindly sign and date the enclosed proxy and mail it promptly to
ensure the representation of your shares.
Sincerely,
/s/ Avery W. Catlin
Avery W. Catlin
Secretary
DIRECTIONS TO REPLIGEN:
Cross the Longfellow Bridge from Boston, continue straight on Broadway (past
the Marriott Hotel) and bear right onto Hampshire Street after you go under
the walkway connecting Charles Stark Draper Labs. One Kendall Square is the
partially renovated industrial complex to your right as you turn onto
Hampshire Street. A garage behind the complex can be reached by taking the
first right on Hampshire Street onto Cardinal Medeiros Avenue and then taking
your first right again onto Binney Street. The garage is located on your left
opposite the Binney Street entrance to the complex.
<PAGE>
Repligen Corporation
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD SEPTEMBER 14, 1995
The Annual Meeting of Stockholders of Repligen Corporation (the "Company")
will be held on Thursday, September 14, 1995, 2:00 p.m. local time, at the
offices of the Company, One Kendall Square, Building 700, Cambridge,
Massachusetts, for the following purposes:
1. To elect a Board of seven directors to serve until the 1996 annual
meeting.
2. To ratify the selection of Arthur Andersen LLP as the independent auditors
of the Company for the fiscal year ended March 31, 1996.
3. To consider and act upon such other business and matters or proposals as
may properly come before said Annual Meeting or any adjournments thereof.
The Board of Directors has fixed the close of business on August 11, 1995 as
the record date for determining the stockholders having the right to receive
notice of and to vote at said Annual Meeting. A list of stockholders entitled
to vote at the Annual Meeting will be open to examination by stockholders
during ordinary business hours for a period of ten (10) days prior to the
Annual Meeting at the offices of the Company set forth above. The list will
also be available at the Meeting.
By Order of the Board of Directors
Cambridge, Massachusetts
August 18, 1995
YOU ARE REQUESTED TO SIGN AND DATE AND MAIL PROMPTLY THE ENCLOSED PROXY WHICH
IS BEING SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS. A RETURN ENVELOPE
WHICH REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES IS ENCLOSED FOR THAT
PURPOSE.
<PAGE>
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
SEPTEMBER 14, 1995
GENERAL INFORMATION
This Proxy Statement is furnished in connection with the solicitation by and
on behalf of the Board of Directors (the "Board") of Repligen Corporation, a
Delaware corporation (the "Company"), of Proxies for use at the Annual
Meeting of Stockholders of the Company to be held, pursuant to the
accompanying Notice of Annual Meeting, on Thursday, September 14, 1995, and
at any adjournments thereof (the "Annual Meeting" or the "Meeting"). Action
will be taken at the Annual Meeting (i) to elect seven directors to serve
until the 1996 annual meeting and until their successors are duly elected and
qualified, (ii) to ratify the selection of Arthur Andersen LLP as the
incumbent auditors of the Company for the fiscal year ended March 31, 1996,
and (iii) to consider and act upon such other business and matters or
proposals as may properly come before the Annual Meeting or any adjournments
thereof.
Proxies in the accompanying form, properly executed and received in time for
the Annual Meeting, will be voted as instructed therein. If no instructions
are given, Proxies will be voted FOR all proposals contained in this Proxy
Statement. Any stockholder giving a Proxy retains the power to revoke it at
any time before it is exercised by a written revocation received by the
Secretary of the Company or by properly executing and returning to the
Company a Proxy bearing a later date. Any stockholder who attends the Annual
Meeting in person will not be deemed thereby to revoke the Proxy unless such
stockholder affirmatively indicates at the Annual Meeting his or her
intention to vote the shares in person.
The cost of preparing, assembling and mailing the proxy material will be
borne by the Company. The Company may solicit Proxies otherwise than by use
of the mail, in that certain officers and regular employees of the Company,
without additional compensation, may use their personal efforts, by telephone
or otherwise, to obtain Proxies. The Company will also request persons, firms
and corporations holding shares in their names, or in the names of their
nominees, which shares are beneficially owned by others, to send the proxy
material to and obtain Proxies from such beneficial owners and will reimburse
such holders for their reasonable expenses in doing so.
The Company's principal executive offices are located at One Kendall Square,
Building 700, Cambridge, Massachusetts 02139. The Company intends to mail
this Proxy Statement and related form of Proxy on or about August 18, 1995 to
its stockholders of record at the close of business on August 11, 1995.
VOTING STOCK
The holders of record of shares of Common Stock of the Company (the "Common
Stock") at the close of business on August 11, 1995 may vote at the Annual
Meeting. On that date, there were outstanding and entitled to vote 15,358,938
shares of Common Stock. Each share of Common Stock is entitled to one vote on
each of the matters listed in the Notice of Annual Meeting.
<PAGE>
The holders of a majority of the shares of Common Stock issued and
outstanding and entitled to vote at the Annual Meeting, present in person or
represented by proxy, shall constitute a quorum at the Annual Meeting. Any
stockholder present in person or by proxy who abstains from voting on any
particular matter described herein will be counted for purposes of
determining a quorum. For purposes of voting on the matters described herein,
the affirmative vote of (i) a plurality of the shares of Common Stock present
or represented at the Annual Meeting is required to elect management's seven
nominees for election to the Board, and (ii) a majority of the shares of
Common Stock present or represented at the Annual Meeting is required to
ratify the selection by the Board of Arthur Andersen LLP as independent
auditors of the Company for the fiscal year ending March 31, 1996. The
aggregate number of votes cast by all such stockholders present in person or
by proxy will be used to determine whether a motion will carry. Accordingly,
an abstention from voting on a matter by a stockholder present in person or
by proxy at the Meeting will have no effect on the item on which the
stockholder abstains from voting. In addition, although broker "non-votes"
will be counted for purposes of determining a quorum, they will have no
effect on the vote on matters at the Annual Meeting.
EXECUTIVE OFFICERS
The executive officers of the Company are identified in the table below. Each
executive officer of the Company serves at the pleasure of the Board or until
the next annual meeting of the Board of Directors.
Name Age Positions
- -------------------- ---- --------------------------------------------
Sandford D. Smith 48 President and Chief Executive Officer
Leslie Hudson, Ph.D 48 Executive Vice President and Chief
Operating Officer
Avery W. Catlin 47 Vice President, Finance and Chief
Financial Officer
Eric M. Bonnem, M.D. 43 Vice President, Medical Research
James C. Leung, 41 Senior Vice President, Operations
Ph.D.
Don C. Stark 41 Vice President, Marketing and Corporate
Strategy
ELECTION OF DIRECTORS
At the Meeting, seven directors are to be elected to serve until their
successors are elected and qualified. The Board has designated the
individuals named below as nominees. Proxies received from stockholders of
the Company will be voted, unless authority to so vote is withheld, for the
election of the Board's nominees. Authority to vote for any or all of the
nominees may be withheld in the manner indicated on the enclosed Proxy. If
for any reason any of the nominees for election to the Board becomes
unavailable for election, the Proxies solicited will be voted for such other
nominees as are selected by the Board. The Board has no reason to believe
that any of the nominees will not be available or will not serve if elected.
In October 1994, the Board increased the number of directors constituting the
entire Board from six members to seven members. Elizabeth M. Greetham was
elected by the Board at that time to fill the newly created directorship. Ms.
Greetham is being nominated for election by the stockholders of the Company
for the first time. All of the other nominees for election at this Annual
Meeting were previously elected by the Company's stockholders as directors of
the Company.
<PAGE>
Year First
Became
Name Age Director
- -------------------- ---- --------------
Alexander Rich, M.D. 70 1981
Paul Schimmel, Ph.D 54 1981
Sandford D. Smith 48 1986
Boruch B. Frusztajer 64 1982
G. William Miller 70 1982
Alfred M. Zeien 65 1981
Elizabeth M.
Greetham 45 1994
The Board recommends a vote FOR each of the nominees for election as
directors.
BIOGRAPHICAL INFORMATION
Certain information about the executive officers and directors is set forth
below. This information has been furnished to the Company by the individuals
named.
Alexander Rich, M.D. Co-Founder and Co-Chairman of the Board of Directors of
the Company, has been on the faculty of MIT since 1958 and is the Sedgwick
Professor of Biophysics. Internationally recognized for his contributions to
the molecular biology of nucleic acids, he has determined their three-
dimensional structure and has investigated their activity in biological
systems. He is widely known for his work in elucidating the three-dimensional
structure of transfer RNA, which is a component of the protein synthesizing
mechanism and for his discovery of a novel, left-handed form of DNA. He is a
member of the National Academy of Sciences, the American Philosophical
Society, the Pontifical Academy of Sciences, Rome and a foreign member of the
French Academy of Sciences, Paris. Dr. Rich has been a Director of the
Company since 1981. Dr. Rich is a director of Bristol-Myers Squibb
Corporation and Alkermes, Inc.
Paul Schimmel, Ph.D. Co-Founder and Co-Chairman of the Board of Directors of
the Company, has been on the faculty of MIT since 1967 and is a Professor of
Biochemistry and Biophysics. He is well known for his work in biophysical
chemistry and molecular biology. His field of specialty is the mechanism of
action of proteins and the manner in which they act upon the nucleic acids in
the cell. This work involves broad applications of recombinant DNA
technology. He is a member of the National Academy of Sciences, received the
1978 ACS/Pfizer award for excellence in enzyme research, and is co-author of
a widely read textbook on biophysical chemistry. He also previously served as
the Chairman, Director of Biological Chemistry, American Chemical Society.
Dr. Schimmel has been a Director of the Company since 1981. Dr. Schimmel is a
director of Alkermes, Inc.
Sandford D. Smith joined the Company in October 1986 as President, Chief
Executive Officer and Director. From 1977 to 1986, Mr. Smith was employed by
Bristol-Myers Company in various executive positions. Mr. Smith serves on the
boards of Ariad Pharmaceutical Company Inc., CSP, Inc. and Chemex
Pharmaceutical, Inc.
Leslie Hudson, Ph.D. joined the Company in December 1994 as Executive Vice
President and Chief Operating Officer. From January 1991 to November 1994,
Dr. Hudson was employed by Glaxo Inc., a subsidiary of Glaxo Holding PLC, a
multinational pharmaceutical company, as Vice President for Discovery
<PAGE>
Research and Director of the Cancer and Hyperproliferative Disease
Therapeutic Area. In those capacities, Dr. Hudson was responsible for
directing Glaxo's research and early exploratory development activities in
the United States. From 1988 to 1993, Dr. Hudson also served as Director of
the Division of Cellular and Molecular Sciences at Glaxo Research and
Development Ltd. in the United Kingdom. Prior to joining Glaxo, Dr. Hudson
was Professor of Immunology and taught in both the preclinical and clinical
pathology program at St. George's Hospital Medical School in the United
Kingdom.
Avery W. Catlin joined the Company in June 1992 as Corporate Controller. He
is currently Vice President, Finance, Chief Financial Officer, Secretary and
Treasurer of the Company. From June 1991 to June 1992, he was Director,
Finance and Administration, for Boston Coach Corp., a ground transportation
services company which is a subsidiary of Fidelity Investments. From April
1990 to June 1991, he was Vice President, Finance and Chief Financial Officer
for AquaLife, Inc., N.A., an environmental services company. In each of those
positions, Mr. Catlin served as the principal financial officer of the
entity. Mr. Catlin is a Certified Public Accountant.
James C. Leung, Ph.D. joined Repligen in March 1993 as Vice President of
Process Development. He is currently Senior Vice President Operations. From
1982 to 1993, Dr. Leung held various positions at Genentech, Inc., a publicly
owned biopharmaceutical company. From 1990 until December 1991, he was a
Senior Scientist in Genentech's Cell Culture Development Department. In that
capacity, he oversaw the development of a cell culture process for the
production of recombinant protein for human therapeutic uses. From January
1992 until February 1993, Dr. Leung was Associate Director of Fermentation
Operations at Genentech. The Fermentations Department is responsible for the
fermentations of licensed products. Concurrently, he served as project leader
for two development project teams which developed and implemented new product
strategies.
Eric M. Bonnem, M.D. joined the Company in July 1992 as Vice President of
Medical Research. From 1982 to July 1992, Dr. Bonnem held various positions
at Schering-Plough International, a multinational pharmaceutical company,
including, most recently, Senior Medical Director. In those capacities, he
had primary responsibility for the development of biologic compounds and the
implementation of clinical trials designed to secure regulatory approvals.
Two of the products over which Dr. Bonnem had oversight responsibility at
Schering-Plough were ultimately approved for use in the U.S., Europe and
Asia. Dr. Bonnem is board certified in both oncology and internal medicine.
Don C. Stark joined Repligen in August 1992 as Director of Marketing. He is
currently Vice President, Marketing and Corporate Strategy. Prior to joining
the Company, Mr. Stark was Director of Marketing at Immunex Corporation, a
biopharmaceutical company, from June 1990 to July 1992. In that capacity, he
was responsible for establishing marketing and market research functions for
Immunex.
Boruch B. Frusztajer has served as a Director of the Company since January
1982. He is the President of BBF Corp., a company which manages the
operations of a group of electronics and chemical companies. He has served in
that capacity since 1984. Mr. Frusztajer serves on the boards of directors of
CSP Inc. and PRI Automation, Inc.
G. William Miller has served as a Director of the Company since January 1982.
Mr. Miller is the Chairman of the Board, G. Miller & Co. Inc., a private
merchant banking firm. He has served in that capacity
<PAGE>
for over five years. From January 1990 until February 1992, Mr. Miller was
Chairman and Chief Executive Officer of Federated Stores, Inc., an owner and
operator of retail department stores, supermarkets and real estate interests.
Mr. Miller is a former Chairman of the Board of Governors of the Federal
Reserve System and served as Secretary of the Treasury under President
Carter. Mr. Miller is a director of the DeBartolo Realty Corporation, a real
estate investment trust, and Kleinwort Benson Australian Income Fund, Inc.
Alfred M. Zeien has served as a Director of the Company since September 1981.
He is Chairman and Chief Executive Officer of The Gillette Company, where he
has worked in various capacities since 1968 and was elected its President in
1990. He was Gillette's Vice Chairman--International/Diversified Operations
from 1987 until 1990, its Vice Chairman--Technical Operations and New
Business Development from 1981 to 1987, and its Senior Vice
President--Technical Operations from 1978 to 1981. He is a director of
Polaroid Corporation, The First National Bank of Boston, Massachusetts Mutual
Life Insurance Co. and Raytheon Company.
Elizabeth M. Greetham has served as a Director of the Company since October
1994. Ms. Greetham has been employed as a portfolio manager and analyst for
Weiss, Peck & Greer, an investment advisory firm ("WPG"), since January 1993.
She presently manages WPG's biotechnology limited partnership fund. From 1990
until December 1992, Ms. Greetham acted as a consultant to WPG. Ms. Greetham
is a director of Medco Research, Inc. and Chemex Pharmaceutical.
No family relationship exists among the officers and directors of the
Company.
INFORMATION WITH RESPECT TO THE BOARD OF DIRECTORS AND COMMITTEES
The Board of Directors met six times during the fiscal year ended March 31,
1995. Each of the incumbent directors, except for Dr. Rich, attended at least
75% of the aggregate number of meetings of the Board and the committees of
which he was a member held during the period in which he served on the Board
or such committee.
The Board has a standing Audit Committee, Compensation Committee and
Executive Committee. The Audit Committee, currently consisting of Mr. Miller,
Dr. Rich and Mr. Zeien, is responsible for determining the adequacy of the
Company's internal accounting and financial controls. It met once with
management and the Company's independent public accountants in 1995 to review
matters pertaining to the 1994 fiscal year audit. No member of the Audit
Committee is a member of the Company's management. The Compensation
Committee, currently consisting of Mr. Frusztajer, Dr. Schimmel and Mr.
Zeien, is responsible for reviewing matters pertaining to the compensation of
the Company's officers and the granting of stock options (other than stock
options which are automatically granted to certain members of the Board
pursuant to the Company's stock option plan) and contributions to the
Company's Employee Stock Ownership Plan. See "Compensation of Directors" and
"Compensation Committee Report to Shareholders." It met two times during
fiscal 1995. No member of the Compensation Committee is a member of the
Company's management. The Executive Committee, currently consisting of Mr.
Miller, Dr. Schimmel and Mr. Smith (an employee of the Company), is
authorized to exercise certain powers of the Board not specifically reserved
to the Board by the Company's By-Laws or Delaware law. It did not meet during
fiscal 1995. The Board does not have a standing nominating committee.
<PAGE>
SUMMARY OF EXECUTIVE COMPENSATION
Summary Compensation Table
The following table sets forth certain information with respect to the annual
and long-term compensation for services in all capacities to the Company for
the fiscal years ended March 31, 1995, 1994, and 1993, of the Company's
"named executive officers" (the "Named Executive Officers") within the
meaning of Item 402(a)(3) of Regulation S-K of the Securities Act of 1933, as
amended.
Annual
Compensation (1)
-----------------
Bonus
Name and Fiscal Salary (2)
Principal Position Year ($) ($)
- -------------------------- ---------- ------ -------
Sandford D. Smith 1995 277,659 --
President and Chief 1994 269,250 --
Executive Officer 1993 252,842 90,000
Eric M. Bonnem, M.D. 1995 203,654 --
Vice President, 1994 198,627 --
Medical Research 1993 143,317 47,500
Ramesh L. Ratan* 1995 145,897 --
Former Sr. V.P. 1994 159,583 --
Administration 1993 152,234 45,000
James C. Leung, Ph.D. 1995 162,000 --
Senior Vice President, 1994 140,000 --
Operations 1993 11,667 --
Don C. Stark 1995 144,025 --
Vice President, 1994 136,250 --
Marketing 1993 78,125 --
Avery W. Catlin 1995 112,500 --
Vice President, Finance 1994 94,583 6,700
Chief Financial Officer 1993 65,682 12,750
All Other
Compensation
Long-Term (4)
Compensation ($)
------------- --------------
Shares
Underlying
Options
Name and Granted (3)
Principal Position (#)
- -------------------------- -------------
Sandford D. Smith 256,738 4,100
President and Chief 24,000 15,110
Executive Officer 30,000 15,812
Eric M. Bonnem, M.D. 50,225 4,500
Vice President, 5,000 15,110
Medical Research 50,000 1,425
Ramesh L. Ratan* 98,738 4,500
Former Sr. V.P. 12,000 13,590
Administration 15,000 14,216
James C. Leung, Ph.D. 67,000 4,423
Senior Vice President, -- 2,100
Operations 20,000 --
Don C. Stark 36,663 4,289
Vice President, 7,500 4,028
Marketing 15,000 938
Avery W. Catlin 42,000 3,168
Vice President, Finance -- 7,907
Chief Financial Officer 12,500 1,063
*In January 1995, Mr. Ratan left the Company to pursue other interests.
(1) The aggregate amount of perquisites and other personal benefits for each
of the Named Executive Officers did not exceed the lesser of either
$50,000 or 10% of the total of such individual's base salary and bonus,
as reported herein, for the applicable fiscal years, and is not reflected
in the table.
(2) No bonuses were awarded to the Named Executive Officers for Fiscal Years
1995 and 1994, except that a $6,700 bonus was awarded to Mr. Catlin in
Fiscal 1994.
(3) Certain of the stock options reported for Fiscal Year 1995 represent
previously issued options which were repriced by the Compensation
Committee and reissued to the named individuals in August 1994. See
"Option Grants in Last Fiscal Year" and "Report on Repricing of Options."
(footnotes continued on following page)
<PAGE>
(4) Amounts reported under this column include the dollar value of the
following:
Contributions
to Contributions
401(k) to
Employee Employee Stock
Savings Plan Ownership Plan
Name Year ($) ($)
- -------------------------- --- ------------ --------------
Sandford D. Smith 1995 4,100 --
1994 4,497 10,613
1993 4,364 11,448
Eric M. Bonnem, M.D. 1995 4,500 --
1994 4,497 10,613
1993 1,425 --
Ramesh L. Ratan 1995 4,500 --
1994 4,497 9,093
1993 4,364 9,852
James C. Leung, Ph.D. 1995 4,423 --
1994 2,100 --
1993 -- --
Don C. Stark 1995 4,289 --
1994 4,028 --
1993 938 --
Avery W. Catlin 1995 3,168 --
1994 3,145 4,762
1993 1,063 --
<PAGE>
Option Grants in Last Fiscal Year
The following table sets forth certain information regarding individual
grants of stock options to purchase shares of Common Stock made to the Named
Executive Officers during fiscal year 1995.
Percent of
Shares Total Options
Underlying Granted to Exercise
Options Employees in Price Per
Name Granted (1) Fiscal Year Share
- ------------------------ -------------- -------------- ---------
Sandford D. Smith 228,738** 15.3% $2.75
28,000*** 1.8 5.25
Eric M. Bonnem, M.D. 44,225** 2.9 2.75
6,000*** 0.4 5.25
Ramesh L. Ratan* 83,738** 5.5 2.75
15,000*** 1.0 5.25
James C. Leung, Ph.D 23,200** 1.5% 2.75
31,800 2.1 2.75
12,000*** 0.8 5.25
Don C. Stark 20,663** 1.4 2.75
10,000 0.7 2.75
6,000*** 0.4 5.25
Avery W. Catlin 20,000 1.3 2.06
14,500** 1.0 2.75
7,500*** 0.5 5.25
Potential Realizable Value
at Assumed Annual Rates of
Stock Price Appreciation
for Option Terms (2)
---------------------------
Expiration
Name Date 5% 10%
- ------------------------ -------- ----------- -------------
Sandford D. Smith 8/4/04 $395,593 $1,002,511
4/29/04 92,448 234,280
Eric M. Bonnem, M.D. 8/4/04 76,485 193,829
4/29/04 19,810 50,203
Ramesh L. Ratan* 8/4/04 144,822 367,006
4/29/04 49,525 125,507
James C. Leung, Ph.D 8/4/04 40,123 101,681
8/4/04 54,997 139,373
4/29/04 39,620 100,406
Don C. Stark 8/4/04 35,736 90,562
8/4/04 17,295 43,828
4/29/04 20,829 52,785
Avery W. Catlin 1/18/05 25,942 65,742
8/4/04 25,077 63,550
4/29/04 24,763 62,754
(1) The options reported above were issued pursuant to the 1992 Repligen
Corporation Stock Option Plan (the "Plan"). The options identified by a
double asterisk above represent repriced stock options which were issued
by the Compensation Committee in August 1994 (the "Amended Options") in
exchange for previously issued stock options. See "Report on Repricing of
Options." The options denoted by a triple asterisk above were subsequent
to their issuance surrendered by the named recipients in exchange for
Amended Options to purchase a lesser number of shares. Options awarded
under the Plan generally vest in equal annual increments of 20% of the
underlying shares commencing on the one year anniversary of the date of
grant, except that the Amended Options are subject to a three year
vesting schedule. The options are exercisable at the fair market value of
the Common Stock on the date of grant (determined in accordance with the
terms of the Plan). The options have a term of 10 years, subject to early
termination in the event of death or termination of employment. The
options reported herein are non-qualified options.
(2) Amounts represent hypothetical gains that could be achieved from the
exercise of the respective options and the subsequent sale of the Common
Stock underlying such options if the options were exercised at the end of
the option term. These gains are based on assumed rates of stock price
appreciation of 5% and 10% compounded annually from the date the
respective options were granted. These rates of appreciation are mandated
by the rules of the SEC and do not represent the Company's estimate or
projection of the future Common Stock price.
*In January 1995, Mr. Ratan left the Company to pursue other interests.
**Represents the Amended Options.
***Represents options which were surrendered in exchange for Amended
Options.
<PAGE>
Aggregated Option Exercises in Last Fiscal Year and Fiscal Year-End Option
Values
The following table sets forth certain information regarding stock options
held as of March 31, 1995 by the Named Executive Officers.
<TABLE>
<CAPTION>
Number of Shares Value of Unexercised
Underlying Unexercised In-the-Money Options
Options at Fiscal Year-End at Fiscal Year-End
-------------------------- ----------------------------
Shares
Acquired
on Exercise Value Unexercisable Unexercisable
Name (1) Realized Exercisable (2) Exercisable (3)
- -------------------- ------------ -------- ----------- ------------- ----------- --------------
<S> <C> <C> <C> <C> <C> <C>
Sandford D. Smith -- -- 4,800 247,938 -- --
Eric M. Bonnem, M.D. -- -- -- 44,225 -- --
Ramesh L. Ratan -- -- -- 83,738 -- --
James C. Leung,
Ph.D. -- -- -- 55,000 -- --
Don C. Stark -- -- -- 30,663 -- --
Avery W. Catlin --
-- -- -- 34,500 -- --
</TABLE>
(1) None of the Named Executive Officers exercised any stock options during
the fiscal year ended March 31, 1995.
(2) Represents the aggregate number of stock options held as of March 31,
1995 which can and cannot be exercised pursuant to the terms and
provisions of the applicable stock option agreements and the Plan.
(3) All of the unexercised stock options held by the Named Executive Officers
at fiscal year end were "out of the money", i.e., the exercise price of
the options exceeded the fair market value of the Common Stock.
Compensation of Directors
Outside directors who are not officers of the Company or representatives of
one of the Company's major corporate shareholders receive $1,500 for each
Board and Committee meeting which they attend. Drs. Schimmel and Rich, the
Co-Chairmen of the Board of Directors, are compensated pursuant to consulting
agreements described below and receive no separate compensation for
attendance at meetings or otherwise as directors.
Under the terms of the Plan, each non-employee director, other than the
Co-Chairmen of the Board of Directors, is entitled to receive every three
years, beginning in fiscal year 1993, an option to purchase 5,000 shares of
Common Stock at an option price equal to the fair market value of the Common
Stock on the date of grant, determined in accordance with the terms of the
Plan (the "Board Options"). Additionally, each non-employee director who
joins the Board after the effective date of the Plan is entitled to receive a
Board Option to purchase 10,000 shares of Common Stock on the date he or she
joins the Board. The Board Options vest in equal annual installments of 20%
of the underlying shares commencing on the one year anniversary of the date
of grant. Board Options have a term of ten years, subject to early
termination in the event of death or removal or resignation from the Board.
No director is entitled to receive Board Options covering more than an
aggregate of 20,000 shares.
The Company paid to each of Drs. Schimmel and Rich $43,200 during the fiscal
year ended March 31, 1995 pursuant to consulting agreements which have
similar terms. These agreements are automatically extended for successive
one-year terms unless terminated by either party at least 90 days prior to
the next anniversary date. Dr. Schimmel's agreement continues until September
30, 1995 and Dr. Rich's agreement continues until October 31, 1995. Drs.
Schimmel and Rich have advised the Company that they have no
<PAGE>
present intention of terminating their agreements. The Company's subsidiary,
Amira, Inc., also has a consulting arrangement with Dr. Schimmel under which
he was paid $22,000 for the fiscal year ended March 31, 1995.
Employment Agreements
On August 28, 1986, the Company entered into a letter agreement with Sandford
D. Smith pursuant to which he became the President, Chief Executive Officer
and a Director of the Company (the "Smith Agreement"). Under the terms of the
Smith Agreement, Mr. Smith is entitled to a minimum salary of $150,000 per
annum, subject to periodic increases at the discretion of the Board of
Directors. Mr. Smith's salary is currently set by the Board at $278,000 per
annum. Additionally, Mr. Smith is eligible to receive discretionary bonuses
and to participate in all of the Company's welfare, profit sharing,
retirement and savings plans on the same basis as other employees of the
Company. Mr. Smith received a stock option to purchase 175,000 shares of
Common Stock pursuant to the Smith Agreement. Mr. Smith's employment by the
Company may be terminated, with or without cause, by either party upon 30
days prior written notice. In such event, Mr. Smith would be entitled to
continue receiving his salary for a period of eight months or until he finds
other employment, whichever occurs first.
On May 9, 1992, the Company entered into a letter agreement with Avery W.
Catlin pursuant to which he joined the Company (the "Catlin Agreement").
Under the terms of the Catlin Agreement, Mr. Catlin is entitled to a minimum
salary of $85,000 per annum, subject to periodic increases at the discretion
of the Board of Directors. Mr. Catlin's salary is currently set by the Board
at $140,000 per annum. Additionally, Mr. Catlin is eligible for participation
in the Company's Senior Staff Initiative Plan and in all of the Company's
welfare, profit sharing, retirement and savings plans on the same basis as
other employees of the Company. Mr. Catlin received a stock option to
purchase 12,500 shares of Common Stock pursuant to the Catlin Agreement. On
February 17, 1995, the Catlin Agreement was amended to provide that, if Mr.
Catlin's employment is terminated, he would be entitled to continue receiving
his salary for a period of nine months following termination.
Compensation Committee Interlocks and Insider Participation
The Compensation Committee currently consists of Mr. Frusztajer, Dr. Schimmel
and Mr. Zeien. No member of the Compensation Committee is a current or former
employee of the Company. There are no Compensation Committee interlocks
between the Company and any other entities involving any of the executive
officers or directors of such entities.
REPORT ON REPRICING OF OPTIONS
On August 4, 1994, the Compensation Committee offered each holder of stock
options (the "Repricing Offer") of the Company the right to exchange his or
her then existing options for Amended Options to purchase a lesser number of
shares, but having a lower exercise price (equal to the fair market value of
the Common Stock on the date of the repricing) and a shorter vesting schedule
(three years in lieu of five years). Amended Options are exercisable, in the
case of executive officers of the Company, in respect of 72.5% of the shares
underlying the surrendered options and, in the case of all other employee
option holders, in respect of 85% of the shares underlying the surrendered
options. Under the Repricing Offer, options to purchase an aggregate of
1,278,450 shares were surrendered in exchange for Amended Options
<PAGE>
to purchase an aggregate of 1,053,087 shares of Common Stock. The following
table sets forth certain information concerning the repricing of options held
by executive officers.
Ten-Year Option Repricings
Number of
Securities
Underlying Market Price
Options/SARs of
Repriced Stock at
or Time of
Amended Repricing or
(1) Amendment
Name Date (#) ($)
- ------------------------ ------- ---------- ------------
Sandford D. Smith 8/4/94 110,200 2.75
8/4/94 5,438 2.75
8/4/94 21,750 2.75
8/4/94 13,050 2.75
8/4/94 29,000 2.75
8/4/94 7,250 2.75
8/4/94 21,750 2.75
8/4/94 20,300 2.75
Eric M. Bonnem, M.D. 8/4/94 36,250 2.75
8/4/94 3,625 2.75
8/4/94 4,350 2.75
James C. Leung, Ph.D. 8/4/94 14,500 2.75
8/4/94 8,700 2.75
Don C. Stark 8/4/94 10,875 2.75
8/4/94 5,437 2.75
8/4/94 4,350 2.75
Avery W. Catlin 8/4/94 9,062 2.75
8/4/94 5,437 2.75
Ramesh L. Ratan* 8/4/94 18,125 2.75
8/4/94 10,875 2.75
8/4/94 10,875 2.75
8/4/94 5,437 2.75
8/4/94 3,625 2.75
8/4/94 4,350 2.75
8/4/94 10,875 2.75
8/4/94 8,700 2.75
8/4/94 10,875 2.75
Exercise
Price
at Time of New Length of Original
Repricing or Exercise Option Term Remaining at
Amendment Price Date of Repricing or
Name ($) ($) Amendment (Months)
- ------------------------ ------------ ------ ------------------------
Sandford D. Smith 7.75 2.75 28
18.50 2.75 33
8.00 2.75 45
6.75 2.75 57
10.75 2.75 68
11.75 2.75 81
12.25 2.75 92
5.25 2.75 117
Eric M. Bonnem, M.D. 12.45 2.75 95
6.56 2.75 105
5.25 2.75 117
James C. Leung, Ph.D. 6.81 2.75 104
5.25 2.75 117
Don C. Stark 10.70 2.75 98
6.55 2.75 107
5.25 2.75 117
Avery W. Catlin 12.45 2.75 95
5.25 2.75 117
Ramesh L. Ratan* 8.00 2.75 28
18.50 2.75 33
8.00 2.75 45
6.75 2.75 57
10.75 2.75 68
11.75 2.75 81
12.25 2.75 92
6.56 2.75 105
5.25 2.75 117
(1) Represents 72.5% of the shares which the Named Executive Officers could
have acquired pursuant to the surrendered options.
* In January 1995, Mr. Ratan resigned from the Company to pursue other
interests.
<PAGE>
The Compensation Committee determined that the Repricing Offer was necessary
in order to recruit, retain and motivate skilled employees and that such
repricing is a common competitive practice within the biotechnology industry.
The Compensation Committee determined that due to a substantial drop in the
price of the Company's Common Stock since the outstanding options were
granted, the outstanding options had lost much of their incentive value. The
Amended Options provide the Company with a greater ability to attract, retain
and motivate employees due to the lower exercise price and shorter vesting
schedule but also limit dilution to shareholders by reducing the number of
shares which employees may purchase pursuant to such options.
Respectfully submitted,
Boruch B. Frusztajer
Alfred M. Zeien
Paul Schimmel
STOCK OWNERSHIP OF PRINCIPAL STOCKHOLDERS AND MANAGEMENT
The following table sets forth certain information as of June 15, 1995
concerning beneficial ownership by (i) all shareholders known by the Company
to own more than five percent of the Company's outstanding voting securities,
(ii) each of the Named Executive Officers, (iii) all directors and nominees,
and (iv) all directors and executive officers as a group. The number of
shares beneficially owned by each director or executive officer is determined
under rules of the Securities and Exchange Commission, and the information is
not necessarily indicative of beneficial ownership for any other purpose.
Under such rules, beneficial ownership includes any shares as to which the
individual has the right to acquire within 60 days of June 15, 1995 through
the exercise of any stock option or other right. Unless otherwise indicated,
each person has sole investment and voting power (or shares such power with
his or her spouse) with respect to the shares set forth in the following
table. The inclusion herein of any shares deemed beneficially owned does not
constitute an admission of beneficial ownership of those shares.
Percentage
of
Number of Shares Common
Name Beneficially Owned Stock
- ----------------------------------- ------------------- ----------
Paul Schimmel, Ph.D. 536,732 (1) 3.5%
Alexander Rich, M.D. 403,400 (2) 2.6%
Elizabeth M. Greetham 198,500 (3) 1.3%
Sandford D. Smith 93,471 (4) *
Boruch B. Frusztajer 58,500 (5) *
G. William Miller 33,000 (6) *
Eric M. Bonnem, M.D. 18,594 (7) *
James C. Leung, Ph.D. 14,016 (8) *
Alfred M. Zeien 13,000 (9) *
Don C. Stark 9,818 (10) *
Avery W. Catlin 8,285 (11) *
All directors and executive
officers as a group (12 persons) 1,387,316 (12)(13) 8.9%
<PAGE>
(1) Includes shares held jointly with Dr. Schimmel's spouse; also includes
26,650 shares held in a charitable trust of which Dr. Schimmel is a
trustee; excludes shares held by Dr. Schimmel's adult children. Dr.
Schimmel disclaims beneficial ownership of the shares held by these
children.
(2) Includes 60,000 shares held by Dr. Rich's spouse; excludes shares held
by Dr. Rich's adult children. Dr. Rich disclaims beneficial ownership of
the shares held by these children.
(3) Consists solely of shares owned by a biotechnology limited partnership
fund for which Ms. Greetham serves as portfolio manager. Ms. Greetham
disclaims beneficial ownership as to all of these shares.
(4) Includes 85,083 shares beneficially owned by Mr. Smith which may be
acquired within 60 days pursuant to an option.
(5) Excludes shares held by Mr. Frusztajer's adult children. Mr Frusztajer
disclaims beneficial ownership of the shares. Includes 13,000 shares
beneficially owned by Mr. Frusztajer which may be acquired within 60
days pursuant to Board Options. See "Compensation of Directors".
(6) Includes 13,000 shares beneficially owned by Mr. Miller which may be
acquired within 60 days pursuant to Board Options. See "Compensation of
Directors".
(7) Includes 14,594 shares beneficially owned by Dr. Bonnem which may be
acquired within 60 days pursuant to an option.
(8) Consists solely of shares beneficially owned by Dr. Leung which may be
acquired within 60 days pursuant to an option.
(9) Excludes 421,408 shares of Common Stock held by The Gillette Company, of
which Mr. Zeien is the Chairman and Chief Executive Officer. See
"Biographical Information". Includes 13,000 shares which may be acquired
within 60 days pursuant to two non-statutory stock options held by Mr.
Zeien for the benefit of The Gillette Company. Mr. Zeien disclaims
beneficial ownership of these shares.
(10) Consists of 1,000 shares held jointly with Mr. Stark's wife and 8,818
shares beneficially owned by Mr. Stark which may be acquired within 60
days pursuant to an option.
(11) Includes 4,785 shares beneficially owned by Mr. Catlin which may be
acquired within 60 days pursuant to an option.
(12) Includes 166,296 shares beneficially owned by all executive officers and
directors as a group which may be acquired within 60 days pursuant to
various options.
(13) The table does not include the beneficial ownership of Ramesh L. Ratan,
formerly the Senior Vice President, Administration, Chief Financial
Officer, Secretary and Treasurer of the Company, who resigned from the
Company in January 1995 to pursue other interests.
* Represents less than 1% of the outstanding shares.
COMPLIANCE WITH SECTION 16(a)
OF THE SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
directors, executive officers, and persons who own more than ten percent of
the Company's Common Stock, to file with the Securities and Exchange
Commission ("SEC") initial reports of ownership and reports of changes in
ownership of Common Stock of the Company. Officers, directors and greater
than ten-percent shareholders are required by SEC regulation to furnish the
Company with copies of all Section 16(a) reports they file. Except as set
forth below, to the Company's knowledge, based solely upon review of the
copies of such reports furnished to the Company and written representations
that no other reports were required, during the fiscal year ended March 31,
1995, all Section 16(a) filing requirements applicable to its officers,
directors and greater than ten-percent beneficial owners were fulfilled in a
timely manner. The table below shows the officers and directors who failed to
file reports required by Section 16(a) during the last fiscal
<PAGE>
year, showing, for each of them, the number of late reports, the number of
transactions that were not reported on a timely basis and, to the Company's
knowledge, the number of reports not filed. The majority of the delinquent
filings relate to Amended Options issued pursuant to the Repricing Offer
which the recipients inadvertently failed to report on a timely basis. See
"Report on Repricing of Options."
Late Reports
Name Reports Not Filed Transactions
- ------------------------ ----------- ----------- ---------------
Alexander Rich, M.D. 0 1 1
Sandford D. Smith 0 1 1
Eric M. Bonnem, M.D. 0 1 1
Ramesh L. Ratan 0 1 1
Leslie Hudson, Ph.D 0 1 1
James C. Leung, Ph.D. 0 1 2
Don C. Stark 0 1 2
Avery W. Catlin 0 1 2
Additionally, Don C. Stark inadvertently omitted to include in his Section
16(a) reports 1,000 shares of Common Stock owned by him. The Company is
assisting its officers and directors in bringing their Section 16(a) reports
up to date and has taken steps to assist them in complying with their
reporting obligations in the future.
COMPENSATION COMMITTEE REPORT TO SHAREHOLDERS
The Compensation Committee which meets on a periodic basis, is comprised of
three non-employee members of the Board of Directors. The Committee
formulates and administers the Company's compensation policies for the
President and Chief Executive Officer and all vice presidents of the Company.
The Committee is also responsible for determining to whom and under what
terms stock options should be granted (other than options which are
automatically granted to members of the Board of Directors) under the Plan
and the amount of contributions to the Company's Employee Stock Ownership
Plan.
Compensation Philosophy
In designing its compensation programs, the Company takes into account a
number of considerations, some relevant to companies in general and some
relevant primarily to biotechnology and other research and development
intensive companies. The ultimate goal of the Company's compensation program
is to motivate each employee to enhance stockholder value, to provide a fair
reward for this effort, and to stimulate each employee's professional and
personal growth. In addition, the Company's compensation program attempts to
achieve the following:
o Provide compensation which is consistent with the Company's annual and
long term objectives and achievements.
o Promotion and reward of individual initiative, effort and accomplishment.
o Establishment of a competitive total compensation package that enables the
Company to attract and retain qualified and motivated personnel.
<PAGE>
Performance Criteria
Since the Company is still in the process of developing its proprietary
products and because of the highly volatile nature of biotechnology stocks in
general, it is not appropriate to use the traditional performance standards,
such as profit levels and stock performance, to measure the success of the
Company and an individual's contribution to that success.
Accordingly, the compensation of executive officers is based, for the most
part, on the achievement of certain goals by the Company as a whole and the
individual (and his or her business unit) concerned. The Committee therefore
examines three specific areas in formulating the compensation packages of its
five most senior executives. Criteria and specific goals within each category
are as follows:
Company Performance:
o The extent to which key research, clinical, product manufacturing, product
sales and financial objectives of the Company have been met during the
preceding fiscal year.
o The development, acquisition and licensing of key technology.
o The achievement by the Company of certain milestones, whether specified in
agreements with third party collaborators or determined internally.
Executive Performance:
o An executive's involvement in and responsibility for the development and
implementation of strategic planning and the attainment of strategic
objectives of the Company.
o The participation by an executive in the relationship between the Company
and the investment community.
o The involvement of an executive in personnel recruitment, retention and
morale.
o The responsibility of the executive in working within budgets, controlling
costs and other aspects of expense management.
Other Factors:
o The necessity of being competitive with companies in the pharmaceutical
and biotechnology industries, taking into account relative company size,
stage of development, performance and geographic location as well as
individual responsibilities and performance.
Mix of Compensation
The Company's executive compensation has four principal components: base
salary; annual cash bonuses; incentive and/or non-qualified stock options;
and miscellaneous benefits.
In each case, the Committee regularly compares the individual elements
comprising the Company's executives' mix of compensation to that of a similar
group of other biotechnology companies.
<PAGE>
The comparison group is based on a multi-tiered classification of
representative companies within the biotechnology industry according to
numerous characteristics, including but not limited to company size, the
number of proprietary products, stage of development of the company's
products and total revenues. The tiered classification of biotechnology
companies is reviewed annually and, if appropriate, revised as members of
such tiers change from year to year.
After completing a review of the comparison group's compensation policies,
the Committee determines competitive compensation levels for each executive
position.
Levels of base salary are reviewed on an annual basis by the Committee.
Base salary may be altered in line with changes in compensation amongst the
companies included in the Committee's comparison group and further adjusted if
the committee determines that an executive's contribution to the Company has
increased or decreased.
Annual cash bonuses are voted in April and calculated as a percentage of an
executive's base salary as determined by both the bonus schedule that is
established at the beginning of each fiscal year and by the various criteria set
forth above. Stock options are also awarded from time to time based upon the
same criteria and are intended both to retain and reward the executive and to
provide further incentive for him or her to continue contributing to the
long-term success of the Company.
Committee Activities
The base salary of Sandford D. Smith, the Company's President and Chief
Executive Officer, for fiscal year 1995 was $278,000, a 3% increase from his
base salary for fiscal year 1994. Although many of the Company's objectives
were met or exceeded in fiscal 1995, the Committee determined to award Mr.
Smith only a small increase in his base salary in light of the continued
industry-wide downturn in stock valuations and the desire to further control
costs. For the same reasons, the Committee decided to forego altogether
awarding cash bonuses in fiscal year 1995 to Mr. Smith and to the Company's
other executive officers.
Stock options covering 28,000 shares of the Company's common stock were
awarded to Mr. Smith under the Plan in April 1994. In making such
determination, the Committee viewed the individual components of Mr. Smith's
compensation package in light of those of the companies within the comparison
group and applied the various criteria listed above under "Company
Performance" and "Executive Performance." In August 1994, the Compensation
Committee offered all employees the right to exchange their then existing
options for Amended Options in accordance with a predetermined formula. See
"Report on Repricing of Options". Mr. Smith elected to surrender options to
purchase 315,500 shares in the aggregate, including all of the options
granted to him in April 1994, in exchange for Amended Options to purchase
228,738 shares. See "Options Grants in Last Fiscal Year" and "Report on
Repricing of Options."
Tax Deductibility of Executive Compensation Plans
It is the policy of the Compensation Committee to have the executive
compensation plans of the Company treated as fully tax deductible under
Section 162(m) of the Internal Revenue Code, as amended (the "Code")
whenever, in the judgment of the Committee, to do so would be consistent with
the business objectives of those plans. All compensation paid during fiscal
year 1995 was, in fact, fully tax deductible.
<PAGE>
The Compensation Committee, however, reserves the right to grant future
compensation awards in such amounts as it may deem appropriate in the
exercise of its business judgment, notwithstanding whether those awards are
fully tax deductible.
Respectfully submitted,
Boruch B. Frusztajer
Alfred M. Zeien
Paul Schimmel
The report of the Compensation Committee shall not be deemed incorporated by
reference by any general statement incorporating by reference this proxy
statement into any filing under the Securities Act of 1933 or under the
Securities Exchange Act of 1934, except to the extent that the Company
specifically incorporates this information by reference, and shall not
otherwise be deemed filed under such Acts.
STOCK PRICE PERFORMANCE GRAPH
The following graph illustrates a comparison of the cumulative stockholder
return (change in stock price plus reinvested dividends) of the Company's
Common Stock with the NASDAQ Stock Market Index (U.S.) (the "NASDAQ Composite
Index") and the NASDAQ Pharmaceutical Stock Index (the "NASDAQ Pharmaceutical
Index"). The comparisons in the graph are required by the Securities and
Exchange Commission and are not intended to forecast or be indicative of
possible future performance of the Company's Common Stock.
<PAGE>
[Line graph]
NASDAQ NASDAQ
RGEN Closing Pharmaceutical Composite
Stock Index Index Index (U.S.)
1990 $100 $100 $100
1991 122 226 125
1992 137 312 159
1993 137 312 159
1993 61 216 183
1994 43 218 198
1995 15 219 220
Assumes $100 invested on March 31, 1990 in each of Repligen Corporation
Common Stock, the securities comprising the NASDAQ Composite Index and the
securities comprising the NASDAQ Pharmaceutical Index.
INDEPENDENT AUDITORS
Arthur Andersen LLP, certified public accountants, have been appointed by the
Board, upon recommendation of the Audit Committee of the Board, as
independent auditors for the Company to examine and report on its financial
statements for the 1996 fiscal year, which appointment is being submitted to
the stockholders for ratification at the Meeting. Representatives of Arthur
Andersen LLP are expected to be present at the Meeting, with the opportunity
to make a statement if they desire to do so, and to be available to respond
to appropriate questions. The appointment of the independent auditors will be
ratified if it receives the affirmative vote of the holders of a majority of
shares of the Common Stock of the Company present at the Meeting, in person
or by proxy. Submission of the appointment of the auditors to the
stockholders for ratification will not limit the authority of the Board to
appoint another accounting firm to serve as independent auditors if the
present auditors resign or their engagement is otherwise terminated.
The Board recommends a vote FOR the appointment of Arthur Andersen LLP as
independent auditors.
STOCKHOLDERS' PROPOSALS
Any proposal by a stockholder of the Company intended to be presented at the
1996 Annual Meeting of Stockholders must be received by the Company at its
principal executive office not later than March 31, 1996 for inclusion in the
Company's proxy statement and form of proxy relating to that meeting. Any
such proposal must also comply with the other requirements of the proxy
solicitation rules of the SEC.
<PAGE>
OTHER BUSINESS
Management does not know of any other matters to be brought before the
Meeting except those set forth in the notice thereof. If other business is
properly presented for consideration at the Meeting, it is intended that the
Proxies will be voted by the persons named therein in accordance with their
judgment on such matters.
Even if you plan to attend the Meeting in person, please sign, date and
return the enclosed Proxy promptly. If you attend the Meeting, your Proxy
will be voided at your request and you can vote in person. A postage-paid
return-addressed envelope is enclosed for your convenience. Your cooperation
in giving this matter your immediate attention and in returning your proxies
will be appreciated.
By order of the Board of Directors
August 18, 1995
<PAGE>
REPLIGEN CORPORATION
Annual Meeting of Stockholders -- September 14, 1995
This Proxy is Solicited on Behalf of the Board of Directors
The undersigned hereby appoints Paul Schimmel, Sandford D. Smith and Avery W.
Catlin and each of them, the proxies of the undersigned with power of
substitution to each of them, to vote all shares of Repligen Corporation
Common Stock which the undersigned is entitled to vote at the Annual Meeting
of Stockholders to be held at the offices of the Company, One Kendall Square,
Building 700, Cambridge, Massachusetts 02139 on September 14, 1995 at 2:00
P.M. local time, and at any and all adjournments thereof, with respect to the
matters set forth on the reverse side and described in the Notice of Annual
Meeting and Proxy Statement dated August 18, 1995, receipt of which is hereby
acknowledged, and hereby revokes any proxy heretofore given with respect to
such shares.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN
BY THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE
VOTED FOR PROPOSALS 1 AND 2. PLEASE VOTE PROMPTLY.
(Please date and sign on reverse side)
SEE REVERSE
SIDE
P
R
O
X
Y
<PAGE>
[x] Please mark
votes as in
this example.
In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the Annual Meeting, including the
election of any person as a director if any of the nominees named below is
unable or unwilling to serve and upon matters incident to the conduct of the
Annual Meeting.
1. Election of Directors.
Nominees: A. Rich, P. Schimmel, S.D. Smith,
B.B. Frusztajer, G.W. Miller, A.M. Zeien, E.M.
Greetham [box] FOR [box] WITHHELD
ALL FROM ALL
NOMINEES NOMINEES
--------------------------------------
For all nominees except as noted above
FOR AGAINST ABSTAIN
2. To ratify and approve the [box] [box] [box]
selection by the Board of
Directors of Arthur Andersen
LLP as independent public
accountants for the Company
for the fiscal year ending
March 31, 1996.
MARK HERE
FOR ADDRESS [box]
CHANGE AND
NOTE AT LEFT
Please sign exactly as your name or names appear hereon. When
signing as attorney, executor, administrator, trustee or guardian,
please give your full titles as such. If a corporation, please sign in
full corporate name by president or other authorized officer. If a
partnership, please sign in partnership name by authorized person.
Signature: Date:
------------------------------- ------------------
Signature: Date:
------------------------------- ------------------
RepliGen Letter from the President
To Our Shareholders:
There is no escaping the fact that fiscal 1995 was a difficult year for
biotechnology companies. Structural changes in the pharmaceutical industry and
healthcare environment, coupled with a scarcity of new capital, motivated us to
review the business strategy outlined in last year's annual report. The current
business environment combined with the reduction of our valuation underscore the
need to use cash reserves more effectively. Consequently, through a rigorous
self-examination we have developed an innovative plan that we anticipate will
position Repligen to meet the challenges of the fluctuating industry landscape
in pursuit of revenues, profit and enhanced shareholder return.
*Reconfiguring for Success
Our business planning process during fiscal 1995 was challenging. Difficult
choices had to be made to preserve short-term cash reserves and ensure the
company's long-term viability. Our first step was to prioritize our diverse
product portfolio resulting in the selection of a single, lead product
candidate. This was achieved by a newly established cross-disciplinary team
headed by Chief Operating Officer Leslie Hudson, Ph.D., formerly of Glaxo,
Incorporated. The team reviewed each of our development programs and identified
recombinant platelet factor-4 (rPF4) as the product candidate to which we would
devote the majority of our resources.
As expected, several promising programs in cancer and organ transplantation
were suspended as a result of this prioritization process. These cutbacks were
done in order to intensify our efforts in rPF4. Moreover, we reduced our total
work force and implemented other stringent cost-cutting measures. Combined,
these changes are expected to save Repligen $12 million a year, cutting our
annual expenditure rate nearly in half.
The second significant component in our new business plan involves the
formation of two strategic business units (SBU): the Allegro Biologics Division
and the Therapeutics Research Division. These two entities should enable
Repligen to capitalize on existing strengths and build a business that is
responsive to industry needs.
*Strategic Business Units
Ongoing fundamental changes in the biotechnology and pharmaceutical
industries convince us that process development and contract manufacturing will
be in high demand in the future. Repligen has a unique ability to provide
companies with a preclinical and phase I/II clinical manufacturing capability.
Already Repligen's expertise has been demonstrated by our established track
record in the development and manufacture of bulk proteins. Led by newly
appointed General Manager Ashley Lawton, Ph.D., formerly of Celltech Biologics,
Inc., the Allegro Biologics Division is designed to create a revenue-generating
specialty business focused on the development and manufacture of FDA-regulated
protein-based products. Alternatively, this SBU could be strategically partnered
to provide funding for research and product development if such an arrangement
is in the best interest of the Company.
The overall objective of the Therapeutics Research Division is to advance
research concepts into mature programs suitable for third-party support. The
SBU's first objective is to develop rPF4, including accelerating and supporting
the clinical development of our new, cost-effective, commercial product form of
rPF4. The long-term strategy of this SBU is to rebuild our research effort by
partnering at least one of our technology platforms. As funding allows, we
intend to continue in-house research efforts on the B-7/CD28 pathway (immune
modulation program) and the chemokine platform in the area of cell regulation.
*Intensified Efforts on rPF4 Program
As a result of the reconfiguration, our commitment to rPF4 has never been
greater. Our decision to focus on rPF4 was triggered by promising results
established in recent clinical studies for both cardiovascular (restoration of
coagulation) and cancer (inhibition of tumor growth) indications. We continue to
seek a commercial partner for rPF4; success in this endeavor is critical to our
ability to complete this important program.
rPF4's safety and biological activity in cardiovascular patients was
demonstrated in data published in the scientific journal Circulation (April 15,
1995) by researchers from The University of North Carolina Hospitals. In June
1994, the Texas Heart Institute began a phase I/II trial to further evaluate the
safety of rPF4 and its ability to reverse the effects of heparin in coronary
artery bypass graft (CABG) surgery patients. Furthermore, analysis of
pharmacoeconomic data, obtained from two studies sponsored by Repligen but
carried out by recognized, independent experts in this field, clearly
establishes a strong economic rationale to pursue rPF4 for cardiovascular
indications.
For cancer, the Mayo Clinic and Dana Farber Cancer Institute are conducting
dose-finding, tumor-directed clinical trials of rPF4 in glioma (brain tumor)
patients to reaffirm rPF4's safety profile and biological activity in patients
with no therapeutic options. Preliminary phase I/II data presented by
researchers from the University of California, San Francisco, and Repligen at
the American Society of Clinical Oncology (ASCO) in May 1995 demonstrated that
systemically delivered rPF4 has an effect on and is well tolerated by
AIDS-related Kaposi's sarcoma patients. A year earlier at ASCO, researchers from
The Graduate Hospital of Philadelphia also reported antitumor response and
product safety for rPF4 -- the first data providing evidence of an antitumor
response with rPF4 as an angiogenesis inhibitor and potential new cancer
treatment.
*Eli Lilly Contract Extended
Repligen and Eli Lilly and Company have been collaborating since 1992 to
develop a CD11b-targeted therapeutic for acute inflammation. In February 1995,
we agreed to extend our collaboration until November 1996 with funding from
Lilly, during which time the program will be transferred to Lilly. Lilly also
agreed to new milestone payments and to increasing the royalties which Repligen
will receive on sales of the genetically engineered humanized version of the
product, h60.1, which is poised to enter clinical testing. Lilly's extension
represents a strong vote of confidence in our anti-CD11b/h60.1 program.
*Future Outlook
The choices made during fiscal 1995 regarding program and staffing cutbacks
were not easy. We believe strongly in the potential of the people who have left
us. We wish them well and thank them for the many contributions they made to
Repligen.
In summary, Repligen remains committed to maximizing shareholder value
through the dual SBU concept outlined above. We will continue to examine new
opportunities that will position Repligen, and thus you, for success.
Sincerely,
[Signature of Sandford D. Smith]
Sandford D. Smith
President and Chief Executive Officer
RepliGen
One Kendall Square, Building 700
Cambridge, MA 02139
Telephone: 617-225-6000
Telefax: 617-494-1786 (c)Repligen Corporation, Aug. 1995
