<PAGE> 1
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the fiscal year ended March 31, 1995
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
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Commission file number: 0-21700
REPLIGEN CORPORATION
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(Exact name of registrant as specified in its charter)
Delaware 04-2729386
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
One Kendall Square, Cambridge, Massachusetts 02139
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 617-225-6000
Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange
Title of each class on which registered
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None None
Securities registered pursuant to Section 12(g) of the Act:
Common stock, $0.01 per share
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(Title of Class)
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 .
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<PAGE> 2
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to
this Form 10-K.
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State the aggregate market value of the voting stock held by non-affiliates of
the registrant. The approximate aggregate market value, computed by reference
to the closing sale price of such stock quoted on NASDAQ on June 15, 1995 was
approximately $ 35,517,544.
Indicate the number of shares outstanding of each of the registrant's classes
of common stock as of June 15, 1995: 15,358,938.
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<PAGE> 3
PART IV
Item 14: EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON
FORM 8-K
Item 14(a) The following documents are filed as part of this Annual
Report on Form 10-K:
Item 14(a)(1) Financial Statements: See "Index to Financial Statement and
Supplementary Data " in Item 8.
Item 14(a)(2) Financial Statement Schedules:
1. Schedule II - Valuation and Qualifying Accounts
Other financial statement schedules have not been included because
they are not applicable or the information is included in financial statements
or notes thereto.
Item 14(a)(3) Exhibits.
The following is a list of exhibits filed as part of this Annual Report on
Form 10-K:
3. Articles of Incorporation and By-laws
3.1 -- Restated Certificate of Incorporation, dated June 30, 1992 and
filed July 13, 1992 (filed as Exhibit 4.12 to Repligen
Corporation's Annual Report on Form 10-K for the year ended
March 31, 1993 and incorporated herein by reference).
3.2 -- By-laws (filed as Exhibit 3.4 to Repligen Corporation's Form S-1
Registration Statement No. 33-3959 and incorporated herein by
reference).
4. Instruments Defining the Rights of Security Holders
4.1 -- Stockholder Agreement, dated May 29, 1981, among Dr. Alexander
Rich, Dr. Paul Schimmel, and Dr. William M. Jackson and Repligen
Corporation (filed as Exhibit 4.1 to Repligen Corporation's
Form S-1 Registration Statement No. 33-3959 and incorporated
herein by reference).
4.2 -- Specimen Stock Certificate (filed as Exhibit 4.2 to Repligen
Corporation's Form S-1 Registration Statement No. 33-3959 and
incorporated herein by reference).
4.3 -- Form of Subscription Documents for Series A Preferred Stock
(filed as Exhibit 4.3 to Repligen Corporation's Form S-1
Registration Statement No. 33-3959 and incorporated herein by
reference).
4.4 -- Form of Subscription Documents for Series B Preferred Stock
(filed as Exhibit 4.4 to Repligen Corporation's Form S-1
Registration Statement No. 33-3959 and incorporated herein by
reference).
<PAGE> 4
4.5 -- Common Stock Purchase Agreement, dated May 21, 1985, between The
Gillette Company and Repligen Corporation (filed as Exhibit 4.5
to Repligen Corporation's Form S-1 Registration Statement No.
33-3959 and incorporated herein by reference).
4.6 -- Common Stock Purchase Agreement, dated July 10, 1985, between
Tiedemanns and Repligen Corporation (filed as Exhibit 4.6 to
Repligen Corporation's Form S-1 Registration Statement No. 33-
3959 and incorporated herein by reference).
4.7 -- Purchase and Option Agreement dated as of March 31, 1987 between
Centocor, Inc. and Repligen Corporation (filed as an Exhibit to
Repligen Corporation's Form 8-K filed June 5, 1987 and
incorporated herein by reference).
4.8 -- Form of Limited Partner Warrant, dated as of February 28, 1992
(filed as Exhibit 4.9 to Repligen Corporation's Annual Report on
Form 10-K for the year ended March 31, 1992 and incorporated
herein by reference).
4.9 -- Form of Class B Limited Partner Warrant, dated as of February
28, 1992 (filed as Exhibit 4.10 to Repligen Corporation's Annual
Report on Form 10-K for the year ended March 31, 1992 and
incorporated herein by reference).
4.10 -- Form of Incentive Warrant, dated as of February 28, 1992 (filed
as Exhibit 4.11 to Repligen Corporation's Annual Report on Form
10-K for the year ended March 31, 1992 and incorporated herein
by reference).
4.11 -- Form of Fund Warrant, dated as of February 28, 1992 (filed as
Exhibit 4.12 to Repligen Corporation's Annual Report on Form 10-
K for the year ended March 31, 1992 and incorporated herein by
reference).
4.12 -- The 1992 Repligen Corporation Stock Option Plan (filed as
Exhibit 4.12 to Repligen Corporation's Annual Report on Form 10-
K for the year ended March 31, 1993 and incorporated herein by
reference).
10. Material Contracts
10.1 -- License Agreement, dated December 2, 1980, between the Trustees
of Leland Stanford Junior University and Repligen Corporation
(filed as Exhibit 10.1 to Repligen Corporation's Form S-1
Registration Statement No. 33-3959 and incorporated herein by
reference).
10.2 -- Biological Supply Agreement, dated November 26, 1985, between
Applied ImmuneSciences, Inc. and Repligen Corporation, with
schedules (filed as Exhibit 10.5 to Repligen Corporation's Form
S-1 Registration Statement No. 33-3959 and incorporated herein
by reference).
<PAGE> 5
10.3 -- Lease, dated August 15, 1984, between Robert A. Jones, K. George
Najarian and David E. Clem, Trustees of Old Kendall Realty Trust
and Repligen Corporation relating to premises located at One
Kendall Square in Cambridge, Massachusetts (filed as Exhibit
10.6 to Repligen Corporation's Form S-1 Registration Statement
No. 33-3959 and incorporated herein by reference).
10.4 -- Letter, dated December 30, 1985, from The First National Bank of
Boston to Repligen Corporation establishing a $4,000,000 line of
credit (filed as Exhibit 10.11 to Repligen Corporation's Form
S-1 Registration Statement No. 33-3959 and incorporated herein
by reference).
10.5 -- Consulting Agreement, dated October 1, 1981, between Dr. Paul
Schimmel and Repligen Corporation (filed as Exhibit 10.14 to
Repligen Corporation's Form S-1 Registration Statement No. 33-
3959 and incorporated herein by reference).
10.6 -- Consulting Agreement, dated November 1, 1981, between Dr.
Alexander Rich and Repligen Corporation (filed as Exhibit 10.15
to Repligen Corporation's Form S-1 Registration Statement No.
33-3959 and incorporated herein by reference).
10.7 -- Purchase and Option Agreement, as amended, dated March 31, 1987,
and Transfer, License and Collaborative Research Agreement,
dated March 31, 1987, both between Centocor, Inc. and Repligen
Corporation, (filed as an Exhibit to Repligen Corporation's Form
8-K filed April 21, 1987 and incorporated herein by reference).
10.8 -- Research Collaboration and License Agreement, dated May 26,
1987, between Merck & Co., Inc. and Repligen Corporation (filed
as an Exhibit to Repligen Corporation's Form 8-K filed June 5,
1987 and incorporated herein by reference).
10.9 -- Supply Agreement, dated May 26, 1987, between Merck and Co.,
Inc. and Repligen Corporation (filed as an Exhibit to Repligen
Corporation's Form 10-K filed June 29, 1987 and incorporated
herein by reference).
10.10 -- Letter, dated May 27, 1987, from The First National Bank of
Boston to Repligen Corporation regarding a $4,000,000 line of
credit (filed as an Exhibit to Repligen Corporation's Annual
Report on Form 10-K filed June 29, 1987 and incorporated herein
by reference).
10.11 -- Amendment Agreement No. 6, dated April 1, 1989, between
Centocor, Inc. and Repligen Corporation (filed as Exhibit 10.20
to Repligen Corporation's Form 10-K Annual Report for the year
ended December 31, 1988, between Centocor, Inc. and Repligen
Corporation and incorporated herein by reference).
10.12 -- National Institute of Allergy and Infectious Diseases grant no.
[SRC (91)] 1-U01-AID28243-01 dated March 22, 1989 (filed as
Exhibit 10.19 to Repligen Corporation's Annual Report on Form
10-K for the year ended March 31, 1990 and incorporated herein
by reference).
<PAGE> 6
10.13 -- Lease Modification, dated January 6, 1989, among Robert A.
Jones, K. George Najarian and David E. Clem, Trustees of Old
Kendall Realty Trust and Repligen Corporation relating to
premises located at One Kendall Square in Cambridge,
Massachusetts (filed as Exhibit 10.23 to Repligen Corporation's
Form 10-K Annual Report for the year ended December 31, 1988,
and incorporated herein by reference).
10.14 -- Purchase Agreement, dated October 2, 1989, between various
selling shareholders of Repligen Corporation (filed as Exhibit
28.1 to Repligen Corporation's Form S-3 Registration Statement
No. 33-31705 and incorporated herein by reference).
10.15 -- Sublicense Agreement, dated as of March 30, 1990, among Repligen
Corporation and Cambridge BioScience Corporation (filed as
Exhibit 10.24 to Repligen Corporation's Annual Report on Form
10-K for the year ended March 31, 1990 and incorporated herein
by reference).
10.16 -- Amendment Agreement No. 7, dated March 31, 1990, between
Centocor, Inc. and Repligen Corporation (filed as Exhibit 10.25
to Repligen Corporation's Annual Report on Form 10-K for the
year ended March 31, 1990 and incorporated herein by reference).
10.17 -- Employment Agreement, dated August 28, 1986, between Sandford D.
Smith and Repligen Corporation (filed as Exhibit 10.26 to
Repligen Corporation's Annual Report on Form 10-K for the year
ended March 31, 1990 and incorporated herein by reference).
10.18 -- License Agreement, dated November 14, 1990, between the Regents
of the University of Michigan and Repligen Corporation (filed as
Exhibit 10.27 to Repligen Corporation's Annual Report on Form
10-K for the year ended March 31, 1991 and incorporated herein
by reference).
10.19 -- Agreement and Plan of Merger, dated as of September 30, 1991, by
and among Repligen Corporation, AI Acquisition Corp. and Amira,
Inc. (filed as Exhibit 2.1 to Repligen Corporation's Form 8-K
filed December 3, 1991 and incorporated herein by reference).
10.20 -- Amendment No. 1 to Agreement and Plan of Merger, dated as of
October 29, 1991, by and among Repligen Corporation, AI
Acquisition Corp. and Amira, Inc. (filed as Exhibit 2.2 to
Repligen Corporation's Form 8-K filed December 3, 1991 and
incorporated herein by reference).
10.21 -- Reacquisition Agreement, dated January 27, 1992, between
Repligen Corporation and Merck & Co., Inc. (filed as Exhibit
10.28 to Repligen Corporation's Annual Report on Form 10-K for
the year ended March 31, 1992 and incorporated herein by
reference).
10.22 -- Product Development Agreement, dated as of February 2, 1992,
between Repligen Corporation and Repligen Clinical Partners,
L.P. (filed as Exhibit 10.29 to Repligen Corporation's Annual
Report on Form 10-K for the year ended March 31, 1992 and
incorporated herein by reference).
<PAGE> 7
10.23 -- Purchase Agreement, dated February 2, 1992, between Repligen
Corporation and each of the Limited Partners from time to time
of Repligen Clinical Partners, L.P. (filed as Exhibit 10.30 to
Repligen Corporation's Annual Report on Form 10-K for the year
ended March 31, 1992 and incorporated herein by reference).
10.24 -- Asset Purchase Agreement, dated as of May 14, 1992, by and among
Repligen Corporation, Abbott Biotech, Inc. and Abbott
Laboratories (filed as Exhibit 10.1 to Repligen Corporation's
Form 8-K filed May 29, 1992 and incorporated herein by
reference).
10.25 -- Lease, dated May 14, 1992, between Repligen Corporation and
Damon Clinical Laboratories, Inc. (filed as Exhibit 10.32 to
Repligen Corporation's Annual Report on Form 10-K for the year
ended March 31, 1992 and incorporated herein by reference).
10.26 -- Research, Collaboration and License Agreement, dated as of May
16, 1992, by and between Repligen Corporation and Eli Lilly and
Company (filed as Exhibit 10.33 to Repligen Corporation's Annual
Report on Form 10-K for the year ended March 31, 1992 and
incorporated herein by reference).
10.27 -- Supply Agreement, dated as of May 15, 1992, by and between
Repligen Corporation and Eli Lilly and Company (filed as Exhibit
10.34 to Repligen Corporation's Annual Report on Form 10-K for
the year ended March 31, 1992 and incorporated herein by
reference).
10.28 -- Stock Purchase Agreement, dated as of May 15, 1992, by and
between Repligen Corporation and Eli Lilly and Company (filed
as Exhibit 10.35 to Repligen Corporation's Annual Report on Form
10-K for the year ended March 31, 1992 and incorporated herein
by reference).
10.29 -- License Agreement, dated as of July 9, 1991, by and between
Repligen Corporation and the Trustees of Boston University
(filed as Exhibit 10.36 to Repligen Corporation's Annual Report
on Form 10-K for the year ended March 31, 1992 and incorporated
herein by reference).
10.30 -- License Agreement, dated as of September 1, 1991, by and between
Repligen Corporation and Kabi Pharmacia AB (filed as Exhibit
10.37 to Repligen Corporation's Annual Report on Form 10-K for
the year ended March 31, 1992 and incorporated herein by
reference).
10.31 -- Master Lease Agreement, dated as of October 30, 1992, between
Comdisco Inc. and Repligen Corporation (filed as Exhibit 10.31
to Repligen Corporation's Annual Report on Form 10-K for the
year ended March 31, 1993 and incorporated herein by reference).
10.32 -- Equipment Lease Agreement, dated December 31, 1992, between
General Electric Capital Corporation and Repligen Corporation
(filed as Exhibit 10.32 to Repligen Corporation's Annual Report
on Form 10-K for the year ended March 31, 1993 and incorporated
herein by reference).
<PAGE> 8
10.33 -- Stock Purchase Agreement, dated December 31, 1992, between
Repligen Corporation, Sandoz Ltd., Sandoz Chemicals Corporation,
Sandoz Pharma Ltd. and Repligen Sandoz Research Corporation
(filed as Exhibit 10.33 to Repligen Corporation's Annual Report
on Form 10-K for the year ended March 31, 1993 and incorporated
herein by reference).
10.34 -- Building Lease, dated April 15, 1993, among Robert A. Jones, K.
George Najarian and David E. Clem, Trustees of Old Cambridge
Realty Trust and Repligen Corporation, relating to premises
located at One Kendall Square, Building 200, in Cambridge,
Massachusetts (filed as Exhibit 10.34 to Repligen Corporation's
Annual Report on Form 10-K for the year ended March 31, 1993 and
incorporated herein by reference).
10.35 -- Letter Agreement, dated April 30, 1993, between Merck and Co.,
and Repligen Corporation, concerning Research Collaboration and
License Agreement and Supply Agreement both dated as of May 26,
1987 (filed as Exhibit 10.35 to Repligen Corporation's Annual
Report on Form 10-K for the year ended March 31, 1993 and
incorporated herein by reference).
10.36 -- Term Loan Agreement, dated March 31, 1993, among Repligen
Corporation and Amira, Inc., as Borrowers and the First National
Bank of Boston (filed as Exhibit 10.36 to Repligen Corporation's
Annual Report on Form 10-K for the year ended March 31, 1993 and
incorporated herein by reference).
10.37 -- Building Lease, dated July 10, 1992, between Trustees of the
Cambridge East Trust and Amira, Inc., relating to 79 and 83
Rogers Street, Cambridge, Massachusetts (filed as Exhibit 10.37
to Repligen Corporation's Annual Report on Form 10-K for the
year ended March 31, 1993 and incorporated herein by reference).
10.38 -- Licensing Agreement, dated July 20, 1993, between Repligen
Corporation and the Dana-Farber Cancer Institute, Inc. (filed as
Exhibit 10.38 to Repligen Corporation's Form S-3 Registration
Statement No. 33-72078 and incorporated herein by reference).
10.39 -- Development and License Agreement, dated as of March 1, 1995,
between Repligen Corporation and Eli Lilly and Company (omitting
schedules and exhibits) (filed as Exhibit 10.39 to Repligen
Corporation's Annual Report on Form 10-K for the year ended
March 31, 1995 and incorporated herein by reference). <F1>
<F1> Confidential treatment requested. Portions of this
document have been omitted by blocking out the relevant
text pursuant to an Application for Confidential
Treatment. Such blocked out omissions have been filed
separately with the Securities and Exchange Commission.
The Registrant shall furnish all omitted schedules and
exhibits to this document upon the request of the
Securities and Exchange Commission.
10.40 -- Employment Agreement dated November 18, 1994 between Repligen
Corporation and Dr. Leslie Hudson (filed as Exhibit 10.40 to
Repligen Corporation's Annual Report on Form 10-K for the year
ended March 31, 1995 and incorporated herein by reference).
<PAGE> 9
10.41 -- Employment Agreement dated May 8, 1992 between Repligen
Corporation and Avery W. Catlin (filed as Exhibit 10.41 to
Repligen Corporation's Annual Report on Form 10-K for the year
ended March 31, 1995 and incorporated herein by reference).
22 -- Subsidiaries of Repligen Corporation (filed as Exhibit 22 to
Repligen Corporation's Form S-3 Registration Statement No. 33-
72078 and incorporated herein by reference).
23 -- Consent of Independent Public Accountants.
27 -- Financial Data Schedule
Item 14(b) Reports on Form 8-K.
No Current Reports on Form 8-K were filed by the Company during the last
quarter of the period covered by this report.
<PAGE> 10
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this amended report to be
signed on its behalf by the undersigned, thereunto duly authorized.
REPLIGEN CORPORATION
By: /s/ Sandford D. Smith
---------------------------------
Sandford D. Smith, President
and Chief Executive Officer
Date: August 17, 1995
<PAGE> 11
EXHIBIT INDEX
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ITEM DESCRIPTION
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27 Financial Data Schedule
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FORM THE
FINANCIAL STATEMENTS FOR REPLIGEN CORPORATION AND IS QUALIFIED IN ITS ENTIRETY
BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<CIK> 0000730272
<NAME> REPLIGEN CORPORATION
<MULTIPLIER> 1
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> MAR-31-1995
<PERIOD-START> APR-01-1994
<PERIOD-END> MAR-31-1995
<CASH> 13,821,387
<SECURITIES> 1,480,712
<RECEIVABLES> 1,986,902
<ALLOWANCES> (300,000)
<INVENTORY> 1,213,379
<CURRENT-ASSETS> 24,823,938
<PP&E> 20,296,538
<DEPRECIATION> (15,312,326)
<TOTAL-ASSETS> 31,329,953
<CURRENT-LIABILITIES> 15,753,569
<BONDS> 0
<COMMON> 153,570
0
0
<OTHER-SE> 15,422,814
<TOTAL-LIABILITY-AND-EQUITY> 31,329,953
<SALES> 3,884,642
<TOTAL-REVENUES> 16,942,315
<CGS> 1,535,026
<TOTAL-COSTS> 32,546,919
<OTHER-EXPENSES> 16,345,713
<LOSS-PROVISION> 440,031
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (31,950,317)
<INCOME-TAX> 0
<INCOME-CONTINUING> (31,950,317)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (31,950,317)
<EPS-PRIMARY> (2.08)
<EPS-DILUTED> (2.08)
</TABLE>
