<PAGE>
As filed with the Securities and Exchange Commission on June 29, 1998
Registration No. 333-
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
---------------
REPLIGEN CORPORATION
(Exact Name of Registrant As Specified In Its Charter)
<TABLE>
<CAPTION>
<S> <C> <C>
Delaware 2836 04-272386
(State or Other (Primary Standard Industrial (IRS Employer
Jurisdiction of Classification Code Number) Identification Number)
Incorporation or
Organization)
</TABLE>
--------------------
117 Fourth Avenue
Needham, Massachusetts 02494
(781) 449-9560
(Address, including Zip Code, and Telephone Number, including Area Code, of
Registrant's Principal Executive Offices)
--------------------
Walter C. Herlihy
President and Chief Executive Officer
Repligen Corporation
117 Fourth Avenue
Needham, Massachusetts 02494
(781) 449-9560
(Name, Address, including Zip Code, and Telephone Number, including Area Code,
of Agent for Service)
--------------------
Copies to:
Lawrence S. Wittenberg, Esq.
Testa, Hurwitz & Thibeault, LLP
High Street Tower
125 High Street
Boston, Massachusetts 02110
(617) 248-7000
--------------------
Approximate Date Of Commencement Of Proposed Sale To The Public: As soon as
practicable after this Registration Statement becomes effective.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box: [ ]
If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box: [ ]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering: [ ] __________
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering: [ ] __________
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box: [ ]
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
- ------------------------------------------- ------------------------- --------------------- -------------------- -----------------
Proposed Maximum Proposed Maximum
Offering Price Per Aggregate Offering Amount of
Title to Each Class of Securities to be Amount to be Registered Share (1) Price(1) Registration Fee(2)
Registered
- ------------------------------------------- ------------------------- -------------------- --------------------- -----------------
<S> <C> <C> <C> <C>
Common Stock, $0.01 par value per share.... 2,000,000 $1.63 $3,260,000 $961.70
- --------------------------------------------- ------------------------- --------------------- -------------------- ---------------
</TABLE>
(1) Estimated solely for purposes of calculating the registration fee
pursuant to Rule 457(c) under the Securities Act of 1933, as amended.
(2) Pursuant to Rule 457(c) under the Securities Act of 1933, as amended,
the registration fee has been calculated based upon the average of the
high and low prices per share of Common Stock on the Nasdaq National
Market on June 23, 1998.
--------------------
The registrant hereby amends this registration statement on such date
or dates as may be necessary to delay its effective date until the registrant
shall file a further amendment which specifically states that this registration
statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until this registration statement shall become
effective on such date as the Securities and Exchange Commission, acting
pursuant to said Section 8(a), may determine.
- --------------------------------------------------------------------------------
<PAGE>
Subject to Completion dated June __, 1998
PROSPECTUS
2,000,000 Shares
Repligen Corporation
Common Stock
-----------------------------------
This Prospectus relates to the resale of up to 2,000,000 shares (the
"Shares") of the common stock, par value $.01 per share (the "Common Stock"), of
Repligen Corporation ("Repligen" or the "Company") by certain stockholders of
the Company (the "Selling Stockholders"). The Selling Stockholders may sell the
Shares from time to time in transactions on the Nasdaq National Market
("Nasdaq"), in negotiated transactions, through the writing of options on the
Shares, or a combination of such methods of sale, at fixed prices that may be
changed, at market prices prevailing at the time of sale, at prices related to
such prevailing market prices, or at negotiated prices. The Selling Stockholders
may effect these transactions by selling the Shares to or through
broker-dealers, who may receive compensation in the form of discounts or
commissions from the Selling Stockholders or from the purchasers of the Shares
for whom the broker-dealers may act as an agent or to whom they may sell as
principal, or both. See "Selling Stockholders" and "Plan of Distribution." The
Selling Stockholders acquired the Shares pursuant to a Stock and Warrant
Purchase Agreement (the "Purchase Agreement") dated as of December 31, 1997 by
and between the Company and the Selling Stockholders. See "Selling
Stockholders".
The Company will not receive any of the proceeds from the sale of the
Shares. See "Use of Proceeds" and "Plan of Distribution." The Company has agreed
to bear all of the expenses in connection with the registration and sale of the
Shares (other than selling commissions). See "Plan of Distribution." The Company
has agreed to indemnify the Selling Stockholders against certain liabilities,
including liabilities under the Securities Act.
The Common Stock of the Company is quoted on the Nasdaq National Market
under the symbol "RGEN". On June 23, 1998, the closing sale price of the Common
Stock was $1.69 per share.
Investors should carefully consider the factors set forth
under "Risk Factors." See page 5.
-----------------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
---------------
No dealer, sales representative or other person has been authorized to give any
information or to make any representations in connection with this offering
other than those contained in this Prospectus and, if given or made, such
information or representations must not be relied upon as having been authorized
by the Company or the Selling Stockholders. This Prospectus does not constitute
an offer to sell or a solicitation of any offer to buy Common Stock by anyone in
any jurisdiction in which such an offer or solicitation is not authorized, or in
which the person making such an offer or solicitation is not qualified to do so,
or to any person whom it is unlawful to make such an offer or solicitation.
Neither the delivery of this Prospectus nor any sale made hereunder shall, under
any circumstances, create any implication that the information contained herein
is correct as of any date subsequent to its date.
---------------
The date of this Prospectus is June __, 1998.
<PAGE>
This Prospectus contains certain statements of a forward-looking nature
relating to future events or the future financial performance of the Company.
Prospective investors are cautioned that such statements are only predictions
and that actual events or results may differ materially. In evaluating such
statements, prospective investors should specifically consider the various
factors identified in this Prospectus, including the matters set forth under the
caption "Risk Factors," which could cause actual results to differ materially
from those indicated by such forward-looking statements.
ADDITIONAL INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith files reports, proxy statements and other information with
the Securities and Exchange Commission (the "Commission"). Such reports, proxy
statements and other information may be inspected and copied at the public
reference facilities maintained by the Commission at Room 1024, Judiciary Plaza,
450 Fifth Street, N.W., Washington, D.C. 20549; 500 West Madison Street,
Chicago, IL 60621; and Seven World Trade Center, New York, NY 10048. Copies of
such material can be obtained from the Reference Section of the Commission at
Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549 at prescribed
rates. The Company's Common Stock is traded on the Nasdaq National Market, and
such reports, proxy statements and other information may be inspected at the
offices of Nasdaq Operations, 1735 K Street, N.W., Washington, D.C. 20006.
Additionally, the Commission maintains a Web site that contains reports, proxy
and information statements and other information regarding the Company at
http://www.sec.gov.
The Company has filed with the Commission a Registration Statement on
Form S-3 (including all amendments, exhibits and schedules thereto, the
"Registration Statement") under the Securities Act of 1933, as amended (the
"Securities Act"), with respect to the Common Stock offered hereby. As permitted
by the rules and regulations of the Commission, this Prospectus omits certain
information contained in the Registration Statement. For further information
with respect to the Company and the Common Stock offered hereby, reference is
hereby made to the Registration Statement and to the exhibits and schedules
filed therewith. Statements contained in this Prospectus regarding the contents
of any agreement or other document filed as an exhibit to the Registration
Statement are not necessarily complete, and in each instance reference is made
to the copy of such agreement filed as an exhibit to the Registration Statement,
each such statement being qualified in all respects by such reference. The
Registration Statement, including the exhibits and schedules thereto, may be
inspected at the public reference facilities maintained by the Commission as
described above, and copies of all or any part thereof may be obtained from such
facilities upon payment of the prescribed fees.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents, heretofore filed by the Company with the
Commission pursuant to the Exchange Act, are incorporated by reference in this
Prospectus:
(i) Annual Report on Form 10-K for the fiscal year ended March 31,
1998, filed pursuant to the Exchange Act, which contains audited financial
statements for the fiscal year ended March 31, 1998; and
(ii) The section entitled "Description of Registrant's Securities to be
Registered" contained in the Company's Registration Statement on Form 8-A filed
under the Exchange Act and declared effective on May 28, 1986, including any
amendment or reports filed for the purpose of updating such description.
Each document subsequently filed by the Company pursuant to Section
13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the termination of the
offering of the shares of Common Stock made hereby, shall be deemed to be
incorporated by reference in this Prospectus and to be a part hereof from the
date of filing of such document. The Company will provide without charge to each
person, including any beneficial owner, to whom a copy of this Prospectus is
delivered, upon the written or oral request of any such person, a copy of any
document described above (other than exhibits). Requests for such copies should
be directed to Daniel P. Witt, Secretary, Repligen Corporation, 117 Fourth
Avenue, Needham, Massachusetts 02494; telephone (781) 449-9560.
Any statement contained herein or in a document incorporated or deemed
to be incorporated herein by reference shall be deemed to be modified or
superseded for purposes of this Prospectus to the extent that a statement
contained herein or in any subsequently filed document that is incorporated by
reference herein modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Prospectus.
-1-
<PAGE>
THE COMPANY
Repligen Corporation ("Repligen" or the "Company") develops enabling
technology for the discovery of new drugs including ultra-rapid methods for the
synthesis of chemical compound libraries, and high throughput screening assays
based on defined biological targets. The Company's technology is designed to
identify compounds capable of blocking or stabilizing pharmaceutically important
interactions between proteins and other macromolecules. To date, this type of
interaction has only been accessible with complex natural products or protein
pharmaceuticals both of which are difficult to develop, administer to patients
and manufacture. The Company's goal is to develop organically synthesized drugs
which can mimic the action of these natural products and proteins.
In selected therapeutic areas, Repligen is applying its technology to
the discovery of proprietary drug leads. The primary proprietary drug discovery
program at the Company is the development of novel inhibitors of angiogenesis or
new blood vessel growth which is essential for solid tumor growth and in certain
ocular diseases. This program is based on proprietary, high throughput screening
assays designed to detect inhibitors of the growth factors which drive
angiogenesis and proprietary libraries of compounds designed to mimic the
natural cell surface ligands of these growth factors. In initial preclinical
studies, a compound identified from these libraries inhibited angiogenic growth
factors in vitro and in vivo at non-toxic doses.
Repligen also develops, manufactures and markets products for the
production of protein pharmaceuticals (biopharmaceuticals) by affinity
chromatography. The Company currently markets a line of products for the
production of monoclonal antibodies intended for human clinical use based on a
recombinant form of Protein A, a naturally occurring affinity ligand. The
Company believes that its chemical libraries may be the source of additional
affinity ligands for biopharmaceutical manufacturing.
---------------
The Company originally was incorporated in Delaware in 1981. The
Company's principal executive offices are located at 117 Fourth Avenue, Needham,
Massachusetts 02494, and its telephone number is (781) 449-9560. As used in this
Prospectus, the terms "Repligen" and the "Company" refer to Repligen
Corporation, unless the context otherwise requires.
-2-
<PAGE>
RISK FACTORS
In addition to the other information in this Prospectus, the following
factors should be considered carefully in evaluating an investment in the shares
of Common Stock offered hereby.
Additional Financing Requirements. The Company believes additional
long-term financing will be required for the development of its drug discovery
programs and bioprocessing products business and to support its future
operations and capital expenditures. The Company from time to time may raise
additional capital through equity or debt financing or by entering into
corporate partnering arrangements; however, there can be no assurances that this
funding will be made available or that terms acceptable to the Company will be
reached.
Potential Fluctuations in Operating Results. The Company's operating
results may vary significantly from quarter to quarter or year to year,
depending on factors such as the timing of increased research and development
and sales and marketing expenses, the timing and size of product orders, the
introduction of new products by the Company and the capital resources of the
Company's customers. The Company's current and planned expense levels are based
in part on its expectations as to future revenue. Consequently, revenue or
profits may vary significantly from quarter to quarter or year to year and
revenue or profits in any period will not necessarily be predictive of results
in subsequent periods. There can be no assurance that the Company will achieve
or maintain profitability or that its revenue growth can be sustained in the
future.
Dependence on Key Personnel. The Company is highly dependent on the
members of its management and scientific staff, the loss of whom could have a
material adverse effect on the Company. In addition, the Company believes that
its future success will depend in large part upon its ability to attract and
retain highly skilled scientific, managerial and marketing personnel. The
Company faces significant competition for such personnel from other companies,
research and academic institutions, government entities and other organizations.
There can be no assurance that the Company will be successful in hiring or
retaining the personnel it requires for continued growth. The failure to hire
and retain such personnel could materially adversely affect the Company's
prospects.
The Company's success will depend, in part, on attracting and
maintaining key employees, successful integration of recent acquisitions,
continued support from current customers, development of new customers and
successful enforcement of the Company's patent and proprietary rights.
Intense Competition and Risk of Technological Obsolescence. The Company
encounters, and expects to continue to encounter, intense competition in the
sale of its current and future products. There can be no assurance that
developments by others will not render the Company's products or technologies
obsolete or non-competitive. Many of the Company's competitors and potential
competitors have substantially greater resources, manufacturing and marketing
capabilities, research and development staff and production facilities than
those of the Company.
-3-
<PAGE>
USE OF PROCEEDS
The Company will not receive any of the proceeds from the sale of the
Shares by the Selling Stockholders.
SELLING STOCKHOLDERS
The following table sets forth certain information as of June 23, 1998
with respect to the Shares held by the Selling Stockholders. The Shares may be
offered from time to time by the Selling Stockholders. See "Plan of
Distribution."
<TABLE>
<CAPTION>
Shares Beneficially Owned Shares Offered Shares Beneficially Owned
Prior to Offering (1) Pursuant to this After Offering (1) (2)
--------------------- Prospectus ----------------------
Number Percent ---------- Number Percent
------ ------- ------ -------
<S> <C> <C> <C> <C> <C>
Biotechnology Value Fund, 962,500 5.3% 700,000 262,500 1.4%
L.P. (3)
Biotechnology Value Fund, 687,500 3.8% 500,000 187,500 1.0%
Ltd. (4)
Biotechnology Venture 412,500 2.3% 300,000 112,500 *
Partners, L.P. (5)
Investment 10, L.L.C. (6) 343,750 1.9% 250,000 93,750 *
Four Partners (7) 343,750 1.9% 250,000 93,750
*
</TABLE>
- ---------------
* Represents less than 1% of the outstanding shares.
(1) The number of shares of Common Stock deemed outstanding includes
18,001,785 shares outstanding as of June 23, 1998 and shares issuable
pursuant to outstanding warrants that may be exercised within sixty
days after June 23, 1998 ("presently exercisable warrants").
(2) Assumes that the Selling Stockholders will sell all of the Shares
registered hereunder. The Stockholders may sell all or part of their
Shares pursuant to this Prospectus.
(3) Includes 262,500 shares which may be acquired within sixty days
pursuant to presently exercisable warrants.
(4) Includes 187,500 shares which may be acquired within sixty days
pursuant to presently exercisable warrants.
(5) Includes 112,500 shares which may be acquired within sixty days
pursuant to presently exercisable warrants. (6) Includes 93,750 shares
which may be acquired within sixty days pursuant to presently
exercisable warrants. (7) Includes 93,750 shares which may be acquired
within sixty days pursuant to presently exercisable warrants.
Except as described above, to the best of the Company's knowledge, none
of the Selling Stockholders had any material relationship with the Company or
any of its affiliates within the three year period ending on the date of this
Prospectus.
The Selling Stockholders acquired an aggregate of 2,000,000 Shares and
warrants to purchase an aggregate of 750,000 shares of Common Stock pursuant to
the Purchase Agreement. The Selling Stockholders have represented to the Company
that they acquired the Shares as principal for their own accounts for investment
and not with a view to, or for sale in connection with, any distribution of the
Shares in contravention of the Securities Act or any other applicable securities
legislation. In recognition of the fact, however, that the Selling Stockholders
may want to be able to sell the Shares when they consider it appropriate, in
connection with the Purchase Agreement, the Company agreed to file the
Registration Statement with the Commission to effect the registration of the
resale of the Shares under the Securities Act and to use reasonable efforts to
keep the Registration Statement effective until the earliest of (a) such time as
all of the Shares have been sold pursuant to the Registration Statement, and (b)
the date that Rule 144(k) under the Securities Act (or successor provision) is
available for the resale of the Shares.
PLAN OF DISTRIBUTION
The Shares offered hereby may be sold from time to time by the Selling
Stockholders for their own accounts. The Company is responsible for the expenses
incurred in connection with the registration of the Shares, except as otherwise
set forth in the Purchase Agreement. The Company will not receive any of the
proceeds from this offering.
-4-
<PAGE>
The Selling Stockholders will pay or assume brokerage commissions or other
charges and expenses incurred in the sale of the Shares.
In addition, the Company has agreed to indemnify the Selling
Stockholders against certain liabilities, including liabilities under the
Securities Act.
The distribution of the Shares by the Selling Stockholders is not
subject to any underwriting agreement. The Shares covered by this Prospectus may
be sold by the Selling Stockholders or by pledges, donees, transferees or other
successors in interest. The Shares offered by the Selling Stockholders may be
sold from time to time in transactions on the Nasdaq National Market, in
negotiated transactions, through the writing of options on the Shares, or a
combination of such methods of sale, at fixed prices that may be changed, at
market prices prevailing at the time of sale, at prices relating to such
prevailing market prices or at negotiated prices. In addition, the Selling
Stockholders may sell their Shares covered by this Prospectus through customary
brokerage channels, either through broker-dealers acting as agents or brokers,
or through broker-dealers acting as principals, who may then resell the Shares,
or at private sale or otherwise, at market prices prevailing at the time of
sale, at prices related to such prevailing market prices or at negotiated
prices. The Selling Stockholders may effect such transactions by selling Shares
to or through broker-dealers, and such broker-dealers may receive compensation
in the form of discounts, concessions, commissions, or fees from the Selling
Stockholders and/or purchasers of the Shares for whom such broker-dealers may
act as agent or to whom they sell as principal, or both (which compensation to a
particular broker-dealer might be in excess of customary commissions). Any
broker-dealers that participate with the Selling Stockholders in the
distribution of Shares may be deemed to be underwriters and any commissions
received by them and any profit on the resale of Shares placed by them might be
deemed to be underwriting discounts and commissions within the meaning of the
Securities Act, in connection with such sales.
Any shares covered by the Prospectus that qualify for sale pursuant to
Rule 144 under the Securities Act may be sold under Rule 144 rather than
pursuant to this Prospectus.
Since the Selling Stockholders are not restricted as to the price or
prices at which they may sell their Shares, sales of such Shares at less than
the market prices may depress the market price of the Company's Common Stock.
Boston EquiServ L.P., 150 Royall Street, Canton, MA 02021, is the
transfer agent for the Company's Common Stock.
LEGAL MATTERS
The validity of the shares of Common Stock offered hereby will be
passed upon for the Company and the Selling Stockholders by Testa, Hurwitz &
Thibeault, LLP, Boston, Massachusetts.
EXPERTS
The financial statements incorporated by reference in this Prospectus
and elsewhere in the Registration Statement have been audited by Arthur Andersen
LLP, independent public accountants, as indicated in their reports with respect
thereto, and are included herein in reliance upon the authority of said firm as
experts in auditing and accounting.
-5-
<PAGE>
No dealer, sales representative or any other person has been authorized to give
any information or to make any representations in connection with this offering
other than those contained in this prospectus, and, if given or made, such
information or representations must not be relied upon as having been authorized
by the company, any of the selling stockholders or any of the underwriters. This
prospectus does not constitute an offer to sell, or a solicitation of an offer
to buy, any securities other than the registered securities to which it relates
or an offer to, or a solicitation of, any person in any jurisdiction where such
offer or solicitation would be unlawful. Neither the delivery of this prospectus
nor any sale made hereunder shall, under any circumstances, create any
implication that there has been no change in the affairs of the company since
the date hereof or that the information contained herein is correct as of any
time subsequent to the date hereof.
-------------------------
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Available Information......................... 2
Incorporation of Certain Information
by Reference................................. 2
The Company................................... 4
Risk Factors.................................. 5
Use of Proceeds............................... 6
Selling Stockholders.......................... 6
Plan of Distribution.......................... 7
Legal Matters................................. 8
Experts....................................... 8
</TABLE>
2,000,000 Shares
REPLIGEN CORPORATION
Common Stock
-----------------------
PROSPECTUS
June __, 1998
------------------------
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The expenses (other than underwriting discounts and commissions)
payable in connection with the sale of the Common Stock offered hereby are as
follows:
<TABLE>
<CAPTION>
Amounts*
--------
<S> <C>
Registration fee...................................................... $ 961.70
Listing Fee........................................................... $17,500.00
Legal fees and expenses............................................... $ 8,000.00
Accounting fees and expenses.......................................... $ 1,000.00
Miscellaneous......................................................... $ 5,000.00
----------
Total............................................................. $32,461.70
==========
</TABLE>
The Company will bear all expenses shown above.
- ---------------
* All amounts are estimated, except SEC Registration fee and Nasdaq
Listing Fee.
Item 15. Indemnification of Directors and Officers.
The Delaware General Corporation Law, Article Seventh of the Company's
Amended and Restated Certificate of Incorporation, and Article V of the
Company's By-laws provide for indemnification of the Company's directors and
officers for liabilities and expenses that they may incur in such capacities. In
general, directors and officers are indemnified with respect to actions taken in
good faith in a manner reasonably believed to be in, or not opposed to, the best
interests of the Company, and with respect to any criminal action or proceeding,
actions that the indemnitee had no reasonable cause to believe were unlawful.
The Company maintains directors and officers liability insurance for
the benefit of its directors and certain of its officers.
<PAGE>
Item 16. Exhibits
Exhibits:
<TABLE>
<CAPTION>
Exhibit No. Description
- ----------- -----------
<S> <C>
4.1 --Specimen certificate representing the Common Stock (filed as Exhibit 4.2 to the Company's
Registration Statement on Form S-1 No. 33-3959 and incorporated herein by reference).
5.1 --Opinion of Testa, Hurwitz & Thibeault, LLP.
23.1 --Consent of Arthur Andersen LLP.
23.2 --Consent of Testa, Hurwitz & Thibeault, LLP (included in Exhibit 5.1).
24.1 --Power of Attorney (included as part of the signature pages to this Registration Statement).
</TABLE>
Item 17. Undertakings.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement;
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represents a fundamental change in the information set forth in the
registration statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered ) and any
deviation from the low or high and of the estimated maximum offering range
may be reflected in the form of prospectus filed with the Commission pursuant
to Rule 424(b) if, in the aggregate, the changes in volume and price
represent no more than 20 percent change in the maximum aggregate offering
price set forth in the "Calculation of Registration Fee" table in the
effective registration statement.
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of
the registrant's annual report pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
<PAGE>
Insofar as indemnification for liabilities arising under the Act may be
permitted to directors, officers and controlling persons of the registrant
pursuant to provisions described in Item 14 above, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-3 and has duly caused this
registration statement on Form S-3 to be signed on its behalf by the
undersigned, thereunto duly authorized, in Needham, Massachusetts on June 29,
1998.
REPLIGEN CORPORATION
By: /s/ Walter C. Herlihy
--------------------------
Walter C. Herlihy
President and Chief Executive
Officer
We, the undersigned officers and directors of Repligen Corporation,
hereby severally constitute and appoint Walter C. Herlihy and Daniel P. Witt,
and each of them singly, our true and lawful attorneys, with full power to them
and each of them singly, to sign for us and in our names in the capacities
indicated below, the Registration Statement on Form S-3 filed herewith and any
and all pre-effective and post-effective amendments to said Registration
Statement, and to file the same, with all exhibits thereto and other documents
in connection therewith, in each case, with the Securities and Exchange
Commission, and generally to do all such things in our names and on our behalf
in our capacities as officers and directors to enable Repligen Corporation to
comply with the provisions of the Securities Act of 1933, as amended, and all
requirements of the Securities and Exchange Commission.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this registration statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title(s) Date
--------- -------- ----
<S> <C> <C>
/s/ Walter C. Herlihy President, Chief Executive Officer, Chief Financial June 29, 1998
- ----------------------- Officer and Director (principal executive, financial
Walter C. Herlihy and accounting officer)
/s/ Alexander Rich Co-Chairman of the Board of Directors June 29, 1998
- -----------------------
Alexander Rich, M.D.
/s/ Paul Schimmel Co-Chairman of the Board of Directors June 29, 1998
- ---------------------
Paul Schimmel, Ph.D.
/s/ G. William Miller Director June 29, 1998
- -----------------------
G. William Miller
</TABLE>
<PAGE>
EXHIBIT LIST
<TABLE>
<CAPTION>
Exhibit No. Description
- ----------- -----------
<S> <C>
4.1(1) --Specimen certificate representing the Common Stock (filed as Exhibit 4.2 to the
Company's Registration Statement on Form S-1 No. 33-3959 and incorporated herein by
reference).
5.1 --Opinion of Testa, Hurwitz & Thibeault, LLP.
23.1 --Consent of Arthur Andersen LLP.
23.2 --Consent of Testa, Hurwitz & Thibeault, LLP (included in Exhibit 5.1).
24.1 --Power of Attorney (included as part of the signature pages to this Registration
Statement).
</TABLE>
<PAGE>
EXHIBIT 5.1
TESTA, HURWITZ & THIBEAULT, LLP
125 High Street, High Street Tower
Boston, MA 02110
June 29, 1998
Repligen Corporation
117 Fourth Avenue
Needham, MA 02494
Re: Repligen Corporation
Registration Statement on Form S-3
Ladies and Gentlemen:
We are acting as counsel for Repligen Corporation, a Delaware
corporation (the "Company"), in connection with the registration on a
Registration Statement on Form S-3 (the "Registration Statement") under the
Securities Act of 1933, as amended, for the offer and sale to the public of up
to 2,000,000 shares of Common Stock, par value $.01 per share, of the Company
(the "Shares") to be sold by stockholders of the Company.
We have reviewed the corporate proceedings taken by the Board of
Directors of the Company with respect to the authorization and issuance of the
Shares. We have also examined and relied upon originals or copies, certified or
otherwise authenticated to our satisfaction, of all corporate records,
documents, agreements or other instruments of the Company and have made all
investigations of law and have discussed with the Company's officers all
questions of fact that we have deemed necessary or appropriate.
Based upon and subject to the foregoing, we are of the opinion that the
Shares are duly authorized, validly issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement and to the reference to our firm in the Prospectus
contained in the Registration Statement under the caption "Legal Matters."
Very truly yours,
TESTA, HURWITZ & THIBEAULT, LLP
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration of our reports dated May 12, 1998 included in
Repligen Corporation's Form 10-K for the year ended March 31, 1998 and to all
references to our Firm included in this registration statement.
ARTHUR ANDERSEN LLP
Boston, Massachusetts
June 26, 1998
