<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.14a-12
REPLIGEN CORPORATION
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ No fee required
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(1)
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 (set forth the amount on which the
filing fee is calculated and state how it was determined):
------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
------------------------------------------------------------------------
(5) Total fee paid:
------------------------------------------------------------------------
/ / Fee paid previously with preliminary materials.
/ / 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, Schedule or Registration Statement No.:
------------------------------------------------------------------------
(3) Filing Party:
------------------------------------------------------------------------
(4) Date Filed:
------------------------------------------------------------------------
<PAGE>
REPLIGEN CORPORATION
117 FOURTH AVENUE
NEEDHAM, MA 02494
(781-449-9560)
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD SEPTEMBER 10, 1998
To the Stockholders:
The Annual Meeting of Stockholders of Repligen Corporation, a Delaware
Corporation (the "Company"), will be held on Thursday, September 10, 1998, 10:00
a.m. local time, at the offices of the Company, 117 Fourth Avenue, Needham,
Massachusetts to consider and act upon the following matters:
1. To elect five members to the Board of Directors to serve a one-year term
and until their successors are duly elected and qualified.
2. To consider and act upon a proposal to ratify the selection of Arthur
Andersen LLP as the independent auditors of the Company for the fiscal
year ending March 31, 1999.
3. To transact such other business as may properly come before the Annual
Meeting or any adjournments thereof.
The Board of Directors has fixed the close of business on June 22, 1998 as
the record date for determining the stockholders entitled to notice of and to
vote at the 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
Annual Meeting.
All stockholders are cordially invited to attend the Annual Meeting in
person. To ensure your representation at the meeting, however, you are urged to
complete, sign, date and return the enclosed proxy card as promptly as possible
in the enclosed postage-paid envelope. You may revoke your proxy in the manner
described in the accompanying Proxy Statement at any time before it has been
voted at the Annual Meeting. Any stockholder attending the Annual Meeting may
vote in person even if such stockholder has returned a proxy.
By Order of the Board of Directors
Daniel P. Witt, Secretary
Needham, Massachusetts
July 29, 1998
IT IS IMPORTANT THAT YOUR SHARES BE REPRESENTED AT THE MEETING. WHETHER OR NOT
YOU PLAN TO ATTEND THE MEETING IN PERSON, YOU ARE REQUESTED TO COMPLETE, SIGN,
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>
REPLIGEN CORPORATION
117 FOURTH AVENUE
NEEDHAM, MA 02494
PROXY STATEMENT
FOR THE ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD SEPTEMBER 10, 1998
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 ("Repligen" or the "Company"), of proxies to be voted at
the Annual Meeting of Stockholders of the Company to be held, pursuant to the
accompanying Notice of Annual Meeting, on Thursday, September 10, 1998, and at
any adjournments thereof (the "Annual Meeting" or the "Meeting"). Only
stockholders of record as of June 22, 1998 (the "Record Date") will be entitled
to notice of and to vote at the Meeting and any adjournments thereof. As of the
Record Date, 18,001,785 shares of Common Stock, $.01 par value (the "Common
Stock"), of the Company were issued and outstanding.
The holders of Common Stock are entitled to one vote per share on any
proposal presented at the Annual Meeting. Stockholders may vote in person or by
proxy. Execution of a proxy will not in any way affect a stockholder's right to
attend the Annual Meeting and vote in person. Any proxy given pursuant to this
solicitation may be revoked by the person giving it any time before it is voted.
Proxies may be revoked by the person giving it any time before it is voted.
Proxies may be revoked by: (1) filing with the Secretary of the Company, before
the taking of the vote at the Annual Meeting, a written notice of revocation
bearing a later date than the proxy; (2) duly executing a later-dated proxy
relating to the same shares and delivering it to the Secretary of the Company
before the taking of the vote at the Annual Meeting; or (3) attending the Annual
Meeting and voting in person (although attendance at the Annual Meeting will not
in and of itself constitute a revocation of a proxy). Any written notice of
revocation or subsequent proxy should be sent so as to be delivered to Repligen
Corporation, 117 Fourth Avenue, Needham, Massachusetts 02494, Attention:
Secretary, at or before the taking of the vote at the Annual Meeting.
The persons named as attorneys in the proxies are directors and/or officers
of the Company. All properly-executed proxies returned in time to be counted at
the Annual Meeting will be voted as stated below under the heading "Voting
Procedures." Any stockholder submitting a proxy has the right to withhold
authority to vote for any individual nominee to the Board of Directors by
writing that nominee's name on the space provided on the proxy. In addition to
the election of Directors, the stockholders will consider and vote upon a
proposal to ratify the selection of auditors, as further described in this Proxy
Statement. Where a choice has been specified on the proxy with respect to a
matter, the shares represented by the proxy will be voted in accordance with the
specifications and will be voted FOR if no specification is indicated.
The representation in person or by proxy of at least a majority of the
outstanding shares of Common Stock entitled to vote at the Annual Meeting is
necessary to establish a quorum for the transaction of business. Votes withheld
from any nominee, abstentions, and broker "non-votes" are counted as present or
represented for purposes of determining the presence or absence of a quorum. A
"non-vote" occurs when a broker holding shares for a beneficial owner votes on
one proposal but does not vote on another proposal because, with respect to such
other proposals, the broker does not have discretionary voting power and has not
received instructions from the beneficial owner. Directors are elected by a
plurality of the votes cast by stockholders entitled to vote at the Meeting. All
other matters being submitted require the affirmative vote of the majority of
shares present in person or represented by proxy at the Annual Meeting. An
automated system administered by the Company's transfer agent tabulates the
votes. The vote on each matter submitted to stockholders is tabulated
separately. Abstentions are included in the
1
<PAGE>
number of shares present or represented and voting on each matter and,
therefore, with respect to votes on specific proposals, will have the effect of
negative votes. Broker "non-votes" are not so included.
The Board of Directors knows of no other matters to be presented at the
Annual Meeting. If any other matter should be presented at the Annual Meeting
upon which a vote properly may be taken, shares represented by all proxies
received by the Company will be voted with respect thereto in accordance with
the judgment of the persons named as attorneys in the proxies.
The Company's Annual Report, containing financial statements and
Management's Discussion and Analysis of Financial Condition and Results of
Operations for the fiscal year ended March 31, 1998, is being mailed
contemporaneously with this Proxy Statement to all stockholders entitled to
vote. This Proxy Statement and the form of proxy were first mailed to
stockholders of record on or about the date hereof.
The Company's principal executive offices are located at 117 Fourth Avenue,
Needham, Massachusetts 02494. The Company intends to mail this Proxy Statement
and related form of Proxy on or about July 29, 1998 to its stockholders of
record at the close of business on June 22, 1998.
OCCUPATIONS OF DIRECTORS AND EXECUTIVE OFFICERS
The following table sets forth the directors and executive officers of the
Company, their ages and present positions with the Company as of the date of the
Record Date:
<TABLE>
<CAPTION>
NAME AGE POSITIONS
- --------------------------------------------- --- ------------------------------------------------------------
<S> <C> <C>
Walter C. Herlihy, Ph.D...................... 46 President, Chief Executive Officer and Director (3)
James R. Rusche, Ph.D........................ 44 Vice President, Research and Development
Daniel P. Witt, Ph.D......................... 50 Vice President, Business Development
Robert J. Hennessey.......................... 52 Director
G. William Miller............................ 73 Director (1) (2) (3)
Alexander Rich, M.D.......................... 73 Director (2)
Paul Schimmel, Ph.D.......................... 57 Director (1) (3)
</TABLE>
- ------------------------
(1) Member of the Compensation Committee
(2) Member of the Audit Committee
(3) Member of the Executive Committee
BIOGRAPHICAL INFORMATION
WALTER C. HERLIHY, PH.D. joined the Company in March 1996 as President,
Chief Executive Officer and Director in connection with the Company's merger
with Glycan Pharmaceuticals, Inc. From July 1993 to March 1996, Dr. Herlihy was
the President and CEO of Glycan Pharmaceuticals, Inc. From October 1981 to June
1993, he held numerous research positions at Repligen, most recently as Senior
Vice President, Research and Development. Dr. Herlihy holds an A.B. degree in
chemistry from Cornell University and a Ph.D. in chemistry from MIT.
JAMES R. RUSCHE, PH.D. joined the Company in March 1996 as Vice President,
Research and Development in connection with the Company's merger with Glycan
Pharmaceuticals, Inc. From July 1994 to March 1996, Dr. Rusche was Vice
President, Research and Development of Glycan Pharmaceuticals, Inc. From
February 1985 to June 1994, he held numerous research positions at Repligen,
most recently as
2
<PAGE>
Vice President, Discovery Research. Dr. Rusche holds a B.S. degree in
microbiology from the University of Wisconsin, LaCrosse and a Ph.D. in
immunology from the University of Florida.
DANIEL P. WITT, PH.D. joined the Company in March 1996 as Vice President,
Business Development in connection with the Company's merger with Glycan
Pharmaceuticals, Inc. From October 1993 to March 1996, Dr. Witt was Vice
President, Business Development of Glycan Pharmaceuticals, Inc. From April 1983
to September 1993, he held numerous research positions at Repligen, most
recently as Vice President, Technology Acquisition. Dr. Witt holds a B.A. degree
in chemistry from Gettysberg College and a Ph.D. in biochemistry from the
University of Vermont.
ROBERT J. HENNESSEY has served as a director of the Company since July 1998.
Mr. Hennessey has served as Chairman of the Board and Chief Executive Officer of
Genome Therapeutics Corp., a biotechnology company, since March 1993. From 1990
to 1993, Mr. Hennessey served as the President of Hennessey & Associates Ltd., a
strategic consulting firm to biotechnology and healthcare companies. Prior to
1990, Mr. Hennessey held a variety of management positions at Merck, SmithKline,
Abbott and Sterling Drug. Mr. Hennessey is also a director of PenWest
Pharmaceuticals and Virus Research Institute, Inc., a biotechnology company.
G. WILLIAM MILLER has served as a Director of the Company since January
1982. Mr. Miller is the Chairman of the Board, G. William Miller & Co., Inc., a
private merchant banking firm. He has served in that capacity 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 Simon DeBartolo Group, Inc., a real estate investment trust,
Kleinwort Benson Australian Income Fund, Inc., and GS Industries, Inc., a
producer of steel and related products.
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 March 1981.
Dr. Rich is a director of 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 the Skaggs Institute of Chemical
Biology at Scripps Research Institute since 1997. 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 March 1981. Dr. Schimmel is a
director of Alkermes, Inc. and Cubist Pharmaceuticals, Inc.
No family relationship exists among the officers and directors of the
Company.
3
<PAGE>
INFORMATION REGARDING THE BOARD OF DIRECTORS AND ITS COMMITTEES
The Board of Directors met five times during the fiscal year ended March 31,
1998. Each of the incumbent directors 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 and
Dr. Rich, 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 to review matters pertaining to the 1998 fiscal
year audit. No member of the Audit Committee is a member of the Company's
management. The Compensation Committee, currently consisting of Dr. Schimmel and
Mr. Miller, 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 once during the fiscal year ended
March 31, 1998. 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 Dr. Herlihy (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 the General Corporation Law of the State of
Delaware. The Board does not have a standing nominating committee.
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 past three fiscal years of each of (i) the Company's Chief Executive
Officer, and (ii) each of the Company's other most highly compensated executive
officers who earned more than $100,000 in salary and bonus in fiscal 1998 and
were serving as executive officers as of March 31, 1998 (collectively, the
"Named Executive Officers").
<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION
ANNUAL (2)
COMPENSATION(1) -----------
-------------------- OTHER SHARES
FISCAL SALARY BONUS ANNUAL UNDERLYING
NAME AND PRINCIPLE POSITION YEAR ($) ($) COMPENSATION OPTIONS (#)
- ------------------------------------------------ ----------- --------- --------- ----------------- -----------
<S> <C> <C> <C> <C> <C>
Walter C. Herlihy, Ph.D......................... 1998 169,600 17,500 -- 50,000
President and Chief 1997 160,000 15,000 -- 100,000
Executive Officer 1996 6,667 -- -- --
James R. Rusche, Ph.D........................... 1998 121,900 10,000 -- 20,000
Vice President, Research 1997 115,000 10,000 -- 60,000
and Development 1996 4,792 -- -- --
Daniel P. Witt, Ph.D............................ 1998 121,900 7,500 -- 20,000
Vice President, Business 1997 115,000 10,000 -- 60,000
Development 1996 4,792 -- -- --
<CAPTION>
ALL OTHER
NAME AND PRINCIPLE POSITION COMPENSATION
- ------------------------------------------------ -----------------
<S> <C>
Walter C. Herlihy, Ph.D......................... --
President and Chief --
Executive Officer --
James R. Rusche, Ph.D........................... --
Vice President, Research --
and Development --
Daniel P. Witt, Ph.D............................ --
Vice President, Business --
Development --
</TABLE>
- ------------------------
(1) The aggregate amount of perquisites and other personal benefits for each of
the Named Executive Officers did not exceed the lesser of either $50,000 or
10% of such individual's base salary and bonus, as reported herein, for the
applicable fiscal years, and is not reflected in the table.
(2) Represents stock options granted during the fiscal years ended March 31,
1998, 1997 or 1996. The Company did not grant any restricted stock awards or
stock appreciation rights or make any long-term incentive plan payouts
during the fiscal years ended March 31, 1998, 1997 or 1996.
4
<PAGE>
OPTION GRANTS IN LAST FISCAL YEAR
The following table sets forth certain information regarding individual
grants of stock options to purchase shares of Common Stock made to the Named
Executive Officers during the fiscal year ending March 31, 1998.
OPTIONS/SARS GRANTED IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
PERCENT OF POTENTIAL REALIZABLE
TOTAL VALUE AT ASSUMED
OPTIONS/ ANNUAL RATES OF
SARS STOCK PRICE
OPTIONS/ GRANTED TO APPRECIATION FOR
SASRS EMPLOYEES EXERCISE OR OPTION TERM ($)(1)
GRANTED IN FISCAL BASE PRICE EXPIRATION ---------------------
NAME (#) YEAR ($/SHARE) DATE 5% 10%
- -------------------------------------------------- ----------- --------------- ------------- ----------- --------- ----------
<S> <C> <C> <C> <C> <C> <C>
Walter C. Herlihy, Ph.D........................... 50,000 49% $ 1.50 4/30/2007 $ 47,167 $ 119,531
James R. Rusche, Ph.D............................. 20,000 20% $ 1.50 4/30/2007 $ 18,867 $ 47,812
Daniel P. Witt, Ph.D.............................. 20,000 20% $ 1.50 4/30/2007 $ 18,867 $ 47,812
</TABLE>
- ------------------------
(1) Amounts represent hypothetical gains that could be achieved from the
exercise of respective options and the subsequent sale of the Common Stock
underlying such options if the options were exercised immediately prior to
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 Securities and Exchange Commission and do not represent the
Company's estimate or projection of the future Common Stock price.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END OPTION
VALUES
<TABLE>
<CAPTION>
VALUE OF
UNEXERCISED IN-THE-
NUMBER OF OPTIONS AT MONEY OPTIONS AT
SHARES FISCAL YEAR-END FISCAL YEAR-END
ACQUIRED ON VALUE EXERCISABLE/ EXERCISABLE/
NAME EXERCISE (1) REALIZED($) UNEXERCISABLE (2) UNEXERCISABLE (3)
- --------------------------------------------- --------------- --------------- -------------------- -----------------------
<S> <C> <C> <C> <C>
Walter C. Herlihy............................ -- -- 40,000/110,000 --
James R. Rusche.............................. -- -- 24,000/56,000 --
Daniel P. Witt............................... -- -- 24,000/56,000 --
</TABLE>
- ------------------------
(1) None of the Named Executive Officers exercised any stock options during the
fiscal year ended March 31, 1998.
(2) Represents the aggregate number of stock options held as of March 31, 1998
which can and cannot be exercised pursuant to the terms and provisions of
the applicable stock option agreements and the 1992 Repligen Corporation
Stock Option Plan (the "Plan").
(3) The dollar values have been calculated by determining the difference between
the fair market value of the securities underlying the options and the
exercise price of the options. The fair market value of in-the-money options
was calculated on the basis of the closing price per share for Common Stock
on The Nasdaq National Market of $1.188 on March 31, 1998. No options were
in-the-money as of March 31, 1998.
5
<PAGE>
COMPENSATION OF DIRECTORS
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, beginning on
September 10, 1996, is granted 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"). These options vest in full on the first anniversary of the
date of the grant, provided such person is still a director on such anniversary.
Additionally, each newly-elected, non-employee director who joins the Board is
entitled to receive a Board Option to purchase 24,000 shares of Common Stock on
the date he or she joins the Board. These initial Board Options vest equally
over a three-year period from 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 50,000 shares.
Effective August 1998, Mr. Hennessey and Mr. Miller will receive $1,000 plus
expenses per board meeting attended.
The Company paid Drs. Schimmel and Rich $49,200 and $43,200, respectively,
during the fiscal year ended March 31, 1998 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, 1998 and Dr. Rich's agreement continues until October 31, 1998.
Drs. Schimmel and Rich have advised the Company that they have no present
intention of terminating their agreements.
EXECUTIVE EMPLOYMENT AGREEMENTS
On March 14, 1996, the Company entered into a letter of agreement with Drs.
Herlihy, Rusche, and Witt in connection with the Company's acquisition and
merger with Glycan Pharmaceuticals, Inc. (the "Herlihy Agreement," the "Rusche
Agreement," and the "Witt Agreement," respectively). Under the terms of the
Herlihy Agreement, Dr. Herlihy is entitled to a minimum salary of $160,000 per
annum, subject to periodic increases at the discretion of the Board of
Directors. Additionally, Dr. Herlihy is eligible for participation in all of the
Company's welfare, profit sharing, retirement and savings plans on the same
basis as other employees of the Company. Dr. Herlihy received a stock option to
purchase 100,000 shares of the Common Stock at $1.25 per share, vesting at 20%
per annum over five years pursuant to the Herlihy Agreement. Dr. Herlihy's
employment may be terminated, with or without cause, by either party upon 30
days prior written notice. In such event, Dr. Herlihy would be entitled to
continue receiving his salary for a period of eight months or until he finds
other employment, whichever occurs first.
Under the terms of the Rusche Agreement, Dr. Rusche is entitled to a minimum
salary of $115,000 per annum, subject to periodic increases at the discretion of
the Board of Directors. Additionally, Dr. Rusche is eligible for participation
in all of the Company's welfare, profit sharing, retirement and savings plans on
the same basis as other employees of the Company. Dr. Rusche received a stock
option to purchase 60,000 shares of the Common Stock at $1.25 per share, vesting
at 20% per annum over five years pursuant to the Rusche Agreement. Dr. Rusche's
employment may be terminated, with or without cause, by either party upon 30
days prior written notice. In such event, Dr. Rusche would be entitled to
continue receiving his salary for a period of six months or until he finds other
employment, whichever occurs first.
Under the terms of the Witt Agreement, Dr. Witt is entitled to a minimum
salary of $115,000 per annum, subject to periodic increases at the discretion of
the Board of Directors. Additionally, Dr. Witt is eligible for participation in
all of the Company's welfare, profit sharing, retirement and savings plans on
the same basis as other employees of the Company. Dr. Witt received a stock
option to purchase 60,000
6
<PAGE>
shares of the Common Stock at $1.25 per share, vesting at 20% per annum over
five years pursuant to the Witt Agreement. Dr. Witt's employment may be
terminated, with or without cause, by either party upon 30 days prior written
notice. In such event, Dr. Witt would be entitled to continue receiving his
salary for a period of six months or until he finds other employment, whichever
occurs first.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The Compensation Committee currently consists of Dr. Schimmel and Mr.
Miller. 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.
7
<PAGE>
STOCK OWNERSHIP OF PRINCIPAL STOCKHOLDERS AND MANAGEMENT
The following table sets forth certain information as of June 22, 1998
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) each director or nominee, and (iv)
all current directors and executive officers as a group.
<TABLE>
<CAPTION>
NUMBER OF
SHARES PERCENTAGE
OWNED (1) OF COMMON
NAME AND ADDRESS OF BENEFICIAL OWNERS BENEFICIALLY STOCK (2)
- ------------------------------------------------------------------------------------- ----------- -------------
<S> <C> <C>
Funds managed by Paramount Capital Asset Management, Inc............................. 2,447,700(3) 12.9
787 Seventh Avenue
New York, NY 10019
Funds managed by BVF Partners L.P.................................................... 2,406,250(4) 12.7%
333 West Wacker Drive
Chicago, IL 60606
Paul Schimmel, Ph.D.................................................................. 625,082(5) 3.4%
Skaggs Institute of Chemical Biology
Scripps Research Institute
10550 North Torrey Pines Road
La Jolla, CA 92037
Alexander Rich, M.D.................................................................. 440,700(6) 2.3%
Massachusetts Institute of Technology
77 Massachusetts Avenue
Cambridge, MA 02139
G. William Miller.................................................................... 93,333(7) *
G. William Miller & Co., Inc.
1215 19th Street NW
Washington, DC 20036
Walter C. Herlihy.................................................................... 189,668(8) 1.0%
Repligen Corporation
117 Fourth Avenue
Needham, MA 02494
James R. Rusche...................................................................... 138,668(9) *
Repligen Corporation
117 Fourth Avenue
Needham, MA 02494
Daniel P. Witt....................................................................... 124,904(10) *
Repligen Corporation
117 Fourth Avenue
Needham, MA 02494
All directors and executive officers as group (6 persons)............................ 1,639,005(11) 8.7%
</TABLE>
8
<PAGE>
- ------------------------
(1) Except as otherwise indicated, the persons named in the table have sole
voting and investment power with respect to all shares of Common Stock
beneficially owned by them. The number of shares of Common Stock deemed
outstanding includes shares issuable pursuant to options and warrants held
by the respective person or group, which may be exercised within 60 days
after the date of this Proxy Statement ("presently exercisable stock
options" and "presently exercisable warrants" respectively), as set forth
below.
(2) As of June 22, 1998, there were 18,001,785 shares of the Company's Common
Stock outstanding. Pursuant to the rules of the Securities and Exchange
Commission, presently exercisable stock options and presently exercisable
warrants held by a person or group are deemed outstanding for the purpose
of computing the percentage ownership of such person or group.
(3) Consists of 1,657,600 shares of Common Stock owned by The Aries Trust, a
Cayman Islands Trust (the "Aries Trust"), and 790,100 shares of Common
Stock owned by Aries Domestic Fund, L.P., a Delaware limited partnership
(the "Aries Domestic Fund"). Paramount Capital Asset Management, Inc.
("Paramount") is the general partner of Aries Domestic Fund and is the
investment manager of the Aries Trust. Paramount disclaims beneficial
ownership of all such shares except to the extent of its pecuniary interest
therein.
(4) Consists of 700,000 shares of Common Stock and 262,500 shares of Common
Stock which may be acquired pursuant to presently exercisable warrants
owned by Biotechnology Value Fund, L.P., a Delaware limited partnership
("BVF"); 300,000 shares of Common Stock and 112,500 shares of Common Stock
which may be acquired pursuant to presently exercisable warrants owned by
Biotechnology Venture Partners L.P., a Delaware limited partnership ("BVF
Venture"); and 750,000 shares of Common Stock and 281,250 shares of Common
Stock which may be acquired pursuant to presently exercisable warrants
owned by certain managed accounts (the "Managed Accounts"). BVF Partners
L.P., a Delaware limited partnership, is the general partner of BVF and BVF
Venture and serves as the investment manager of the Managed Accounts.
(5) 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. Includes 10,000 shares beneficially owned by Dr. Schimmel which
may be acquired pursuant to presently exercisable stock options.
(6) 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. Includes 10,000 shares beneficially owned by
Dr. Rich which may be acquired pursuant to presently exercisable stock
options.
(7) Includes 23,333 shares beneficially owned by Mr. Miller which may be
acquired pursuant to presently exercisable stock options.
(8) Includes 50,000 shares beneficially owned by Dr. Herlihy which may be
acquired pursuant to presently exercisable stock options.
(9) Includes 29,000 shares beneficially owned by Dr. Rusche which may be
acquired pursuant to presently exercisable stock options.
(10) Includes 29,000 shares beneficially owned by Dr. Witt which may be
acquired pursuant to presently exercisable stock options.
(11) Includes 151,333 shares beneficially owned by all executive officers and
directors as a group which may be acquired pursuant to presently
exercisable stock options.
* Represents less than 1% of the outstanding shares.
9
<PAGE>
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. 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, 1998, all Section 16(a) filing requirements applicable to its
officers, directors and greater than ten-percent beneficial owners were
fulfilled in a timely manner.
COMPENSATION COMMITTEE REPORT TO STOCKHOLDERS
The Compensation Committee, which meets on a periodic basis, is comprised of
two 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:
- Provide compensation which is consistent with the Company's annual and
long-term objectives and achievements.
- Promotion and reward of individual initiative, effort and accomplishment.
- Establishment of a competitive total compensation package that enables the
Company to attract and retain qualified and motivated personnel.
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
three most senior executives. Criteria and specific goals within each category
are as follows:
COMPANY PERFORMANCE:
- 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.
- The development, acquisition and licensing of key technology.
10
<PAGE>
- The achievement by the Company of certain milestones, whether specified in
agreements with third party collaborators or determined internally.
EXECUTIVE PERFORMANCE:
- An executive's involvement in and responsibility for the development and
implementation of strategic planning and the attainment of strategic
objectives of the Company.
- The participation by an executive in the relationship between the Company
and the investment community.
- The involvement of an executive in personnel recruitment, retention and
morale.
- The responsibility of the executive in working within budgets, controlling
costs and other aspects of expense management.
OTHER FACTORS:
- 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.
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.
Respectfully submitted by the Compensation Committee,
G. William Miller
Paul Schimmel, Ph.D.
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 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.
11
<PAGE>
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.
<TABLE>
<CAPTION>
NASDAQ
RGEN CLOSING PHARMACEUTICAL NASDAQ STOCK
YEAR STOCK PRICE STOCK INDEX MARKET INDEX (U.S.)
- ------------------------------------------------------------- ----------------- ----------------- ---------------------
<S> <C> <C> <C>
1994......................................................... 100 100 100
1995......................................................... 34 100 114
1996......................................................... 21 176 154
1997......................................................... 29 161 172
1998......................................................... 24 192 261
</TABLE>
Assumes $100 invested on March 31, 1994 in each of Repligen Corporation's Common
Stock, the securities comprising the Nasdaq Composite Index and the securities
comprising the Nasdaq Pharmaceutical Index.
EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC
<TABLE>
<CAPTION>
NASDAQ PHARMACEUTICAL NASDAQ STOCK
<S> <C> <C> <C>
REPLIGEN Stock Index Market Index (U.S.)
1994 $100 $100 $100
1995 34 100 114
1996 21 176 154
1997 29 161 172
1998 24 192 261
</TABLE>
12
<PAGE>
PROPOSAL I--ELECTION OF DIRECTORS
At the Meeting, five directors are to be elected to serve until their
successors are duly elected and qualified. The Board has designated the
individuals named below as nominees.
<TABLE>
<CAPTION>
NAME AGE POSITIONS
- --------------------------------------------- --- ------------------------------------------------------------
<S> <C> <C>
Walter C. Herlihy, Ph.D...................... 46 President, Chief Executive Officer and Director (3)
Robert J. Hennessey.......................... 56 Director
G. William Miller............................ 73 Director (1) (2) (3)
Alexander Rich, M.D.......................... 73 Director (2)
Paul Schimmel, Ph.D.......................... 57 Director (1) (3)
</TABLE>
- ------------------------
(1) Member of the Compensation Committee
(2) Member of the Audit Committee
(3) Member of the Executive Committee
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. All of the nominees for election at this Annual Meeting
currently serve as directors of the Company. Mr. Hennessey was elected as a
director in July 1998 by all of the directors then in office to fill a vacancy
in the board of directors. All of the other directors were previously elected by
the Company's stockholders as directors and currently serve as directors of the
Company. See "Biographical Information" for information related to nominees for
Director.
The Board unanimously recommends a vote FOR each of the nominees for
election as directors.
PROPOSAL II--RATIFICATION OF SELECTION OF 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 1999 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 ratification of Arthur Andersen LLP as
independent auditors.
VOTING PROCEDURES
The representation, in person or by proxy, of at least a majority of the
outstanding shares of Common Stock entitled to vote at the Annual Meeting is
necessary to constitute a quorum for the transaction of
13
<PAGE>
business. Shares represented by proxies pursuant to which votes have been
withheld from any nominee for director, or which contain one or more abstentions
or broker "non-votes," are counted as present or represented for purposes of
determining the presence or absence of a quorum for the Annual Meeting. A
"non-vote" occurs when a broker or other nominee holding shares for a beneficial
owner votes on one proposal, but does not vote on another proposal because the
broker does not have discretionary voting power and has not received
instructions from the beneficial owner.
ELECTION OF DIRECTORS. Directors are elected by plurality of the votes
cast, in person or by proxy, at the Annual Meeting. The five nominees who
receive the highest number of affirmative votes of the shares present or
represented and voting on the election of directors at the Annual Meeting will
be elected Directors for a one-year term. Shares present or represented and not
so marked as to withhold authority to vote for a particular nominee will be
voted in favor of a particular nominee and will be counted toward such nominee's
achievement of a plurality. Shares present at the meeting or represented by
proxy where the stockholder properly withholds authority to vote by marking the
"WITHHOLD" box on the proxy for such nominee will not be counted toward such
nominee's achievement of plurality.
OTHER MATTERS. For all other matters being submitted to stockholders at the
Annual Meeting, the affirmative vote of the majority of shares present, in
person or represented by proxy, and voting on that matter is required for
approval. Shares voted to abstain are included in the number of shares present
or represented and voting on each matter. Shares subject to broker "non-votes"
are not considered to have been voted for the particular matter and have the
practical effect of reducing the number of affirmative votes required to achieve
a majority for such matter by reducing the total number of shares from which the
majority is calculated.
Boston EquiServe L.P. will serve as the Inspector of Elections and will
count all votes and ballots.
STOCKHOLDERS' PROPOSALS
Any proposal by a stockholder of the Company intended to be presented at the
1999 Annual Meeting of Stockholders must be received by the Company at its
principal executive office not later than February 1, 1999 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.
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. 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.
EXPENSES
The cost of solicitation will be borne by the Company, and in addition to
directly soliciting stockholders by mail, the Company may request banks and
brokers to solicit their customers who have stock of the Company registered in
the name of the nominee and, if so, will reimburse such banks and brokers for
their reasonable out-of-pocket costs. Solicitation by officers and employees of
the Company may also be made of some stockholders in person or by mail or
telephone following the original solicitation. The Company may, if appropriate,
retain an independent proxy solicitation firm to assist the Company in
soliciting proxies. If the Company does retain a proxy solicitation firm, the
Company would pay such firm's customary fees and expenses.
July 29, 1998
14
