<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 14, 1999
REGISTRATION NO. 333-76005
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
----------------------------------------
AMENDMENT NO. 1 TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
----------------------------------------
REPLIGEN CORPORATION
(Exact name of Registrant as specified in its charter)
-----------------------------
<TABLE>
<S> <C> <C>
DELAWARE 2836 04-2729386
(State or other jurisdiction (Primary Standard Industrial (I.R.S. Employer
of incorporation or organization) Classification Code Number) Identification Number)
</TABLE>
117 FOURTH AVENUE
NEEDHAM, MA 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, MA 02494
(781) 449-9560
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
----------------------------------------
COPIES OF ALL COMMUNICATIONS, INCLUDING ALL COMMUNICATIONS SENT TO THE
AGENT FOR SERVICE, SHOULD BE SENT 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. /X/
If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, please 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. / /
- --------------------------
REPLIGEN HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL REPLIGEN 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 THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SECTION 8(a), MAY
DETERMINE.
<PAGE>
The information in this prospectus is not complete and may be changed. We may
not sell these securities until the registration statement filed with the
Securities and Exchange Commission is effective. This prospectus is not an
offer to sell securities, and it is not soliciting offers to buy these
securities in any state where the offer or sale is not permitted.
SUBJECT TO COMPLETION, DATED MAY 14, 1999
REPLIGEN CORPORATION
262,500 SHARES
COMMON STOCK
These shares are being offered for sale by the Autism Research
Institute.
Repligen's common stock is traded on the Nasdaq National Market under
the symbol "RGEN." The last reported sales price of the common stock on the
Nasdaq National Market on May 13, 1999 was $2.9063 per share.
INVESTING IN THE COMMON STOCK INVOLVES RISKS. SEE
"RISK FACTORS" BEGINNING ON PAGE 3.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE
SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED THESE SECURITIES, OR
DETERMINED IF THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO
THE CONTRARY IS A CRIMINAL OFFENSE.
The date of this prospectus is May __, 1999.
<PAGE>
YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED IN THIS PROSPECTUS. WE HAVE
NOT AUTHORIZED ANYONE TO PROVIDE YOU WITH INFORMATION DIFFERENT FROM THAT
CONTAINED IN THIS PROSPECTUS. AUTISM RESEARCH INSTITUTE IS OFFERING TO SELL, AND
SEEKING OFFERS TO BUY, SHARES OF COMMON STOCK ONLY IN JURISDICTIONS WHERE OFFERS
AND SALES ARE PERMITTED. THE INFORMATION CONTAINED IN THIS PROSPECTUS IS
ACCURATE ONLY AS OF THE DATE OF THIS PROSPECTUS, REGARDLESS OF THE TIME OF
DELIVERY OF THIS PROSPECTUS OR OF ANY SALE OF THE COMMON STOCK.
------------------------
TABLE OF CONTENTS
<TABLE>
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Page
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<S> <C>
The Company............................................ 2
Risk Factors........................................... 3
Use of Proceeds........................................ 7
Selling Stockholder.................................... 7
Plan of Distribution................................... 8
Legal Matters.......................................... 10
Experts................................................ 10
Where You Can Find More Information.................... 10
</TABLE>
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<PAGE>
THE COMPANY
We develop new drugs for neurological disease, organ transplantation
and cancer. To expand our drug development program, on March 9, 1999, we
acquired the exclusive rights to patent applications for the use of secretin in
the treatment of autism from Autism Research Foundation, a not-for-profit
organization, and Victoria A. Beck, both holders of rights to such patent
applications. Autism is a developmental disorder characterized by poor
communication skills, negative behavior, irregular sleep patterns and diminished
ability to learn. Secretin is a hormone produced in the small intestine which
regulates the function of the pancreas as part of the process of digestion. A
form of secretin derived from pigs is approved by the FDA for use in diagnosing
problems with pancreatic function. Recent anecdotal reports indicate that
secretin may have beneficial effects in autism, including improvements in sleep,
digestive function, speech and social behavior. Following media reports of the
potential benefits of secretin, more than 2,000 autistic children have been
treated with the pig-derived hormone. We intend to manufacture a human,
synthetic form of secretin and evaluate it in FDA approved clinical trials in
order to confirm the benefits of secretin in treating autism and to determine
the optimal dosing schedule. There are currently no drugs approved by the FDA
for the treatment of autism.
We are also developing a product named "CTLA4-Ig," which has been shown
to suppress unwanted immune responses in animal models of organ transplants and
autoimmune diseases, such as lupus or multiple sclerosis, in which the immune
system mistakenly attacks the body. Our product candidate is a derivative of a
natural protein whose role is to turn-off an immune response. In animal models
of organ transplantation and autoimmune diseases, CTLA-Ig has been shown to
block the rejection of a transplanted organ or the effects of the autoimmune
disease. Initial clinical testing of CTLA4-Ig has been carried out in patients
receiving a bone marrow transplant, which is a potential cure for several
diseases of the immune system, including leukemia, myeloma, lymphoma and sickle
cell anemia. Despite the clinical success of bone marrow transplants, a
significant number of patients experience a severe and potentially
life-threatening complication known as Graft Versus Host Disease, in which the
newly transplanted immune system attacks the host (i.e., the patient). In
December 1998, investigators from the Dana-Farber Cancer Institute, a research
hospital in Boston, reported that treatment of bone marrow from a family member
who was taking CTLA4-Ig substantially reduced Graph Versus Host Disease in
twelve transplant patients. We intend to further evaluate CTLA4-Ig in bone
marrow transplants for leukemia. In July 1998, we filed a complaint to assert
our ownership rights of United States patents issued to Bristol-Myers Squibb
Corporation relating to the use of and manufacture of CTLA4-Ig. We believe
that one of our licensees is a co-inventor of these patents and we are seeking
to obtain co-inventor rights of these patents. We have also filed our own
patents related to compositions of matter and methods of use of CTLA4-Ig.
In preclinical studies, we are evaluating low molecular weight
compounds which block new blood vessel growth by inhibiting the action of a key
growth factor which stimulates the growth of new blood vessels. Drugs which
block the growth of new blood vessels may arrest the growth of solid tumors and
stop the progression of eye diseases characterized by uncontrolled blood vessel
growth. This program is based on our patented, high throughput screening assays
and proprietary libraries of compounds. Our program to block new blood vessel
growth is supported, in part, by a grant from the National Cancer Institute.
-2-
<PAGE>
We develop, manufacture and market products for the production of
therapeutic antibodies. We currently market a line of products for the
purification of antibodies based on a naturally occurring protein, Protein A,
which can specifically bind to antibodies. In December 1998, we entered into a
ten year agreement to supply recombinant Protein A to Amersham Pharmacia
Biotech, a leading supplier to the biopharmaceutical market.
Repligen's executive offices are located at 117 Fourth Avenue, Needham,
Massachusetts 02494, and Repligen's telephone number is (781) 449-9560.
RISK FACTORS
YOU SHOULD CAREFULLY CONSIDER THE RISKS DESCRIBED BELOW BEFORE MAKING
AN INVESTMENT DECISION. ADDITIONAL RISKS AND UNCERTAINTIES THAT WE ARE UNAWARE
OF OR THAT WE CURRENTLY DEEM IMMATERIAL ALSO MAY BECOME IMPORTANT FACTORS THAT
AFFECT REPLIGEN.
IF ANY OF THE FOLLOWING RISKS OCCUR, OUR BUSINESS, FINANCIAL CONDITION
OR RESULTS OF OPERATIONS COULD BE MATERIALLY HARMED. IN THAT CASE THE TRADING
PRICE OF OUR COMMON STOCK COULD DECLINE, AND YOU MAY LOSE ALL OR PART OF YOUR
INVESTMENT.
THIS PROSPECTUS ALSO CONTAINS FORWARD LOOKING STATEMENTS THAT INVOLVE
RISKS AND UNCERTAINTIES. OUR ACTUAL RESULTS COULD DIFFER MATERIALLY FROM THOSE
ANTICIPATED IN THESE FORWARD LOOKING STATEMENTS AS A RESULT OF CERTAIN FACTORS,
INCLUDING THE RISKS FACED BY US DESCRIBED BELOW AND ELSEWHERE IN THIS
PROSPECTUS.
WE NEED TO OBTAIN FUTURE CAPITAL FOR DRUG DEVELOPMENT AND CANNOT BE
CERTAIN OF OBTAINING IT
We need additional long-term financing to develop our drug
development programs through the clinical trial process as required by the FDA
and our bioprocessing products business. We also need additional long-term
financing to support future operations and capital expenditures, including
capital for additional personnel and facilities. If we spend more money than
currently expected for our drug discovery programs and our bioprocessing
products business, we will need to raise additional capital by selling debt
or equity securities, by entering into strategic relationships or through
other arrangements. We may be unable to raise any additional amounts on
reasonable terms when they are needed due to the volitile nature of the
biotechnology marketplace. If we are unable to raise this additional capital,
we may have to delay or postpone critical clinical studies or abandon other
development programs.
OUR OPERATING RESULTS MAY FLUCTUATE SIGNIFICANTLY BECAUSE OF INCREASED
EXPENSES IN PRODUCT DEVELOPMENT.
Our quarterly and annual operating revenues and expenses may fluctuate
due to a number of factors including:
- the timing and size of increased research and development
expenses;
- expenses associated with clinical development of our
products; or
- the timing and size of product orders.
-3-
<PAGE>
Our product development activities often focus on unproven technologies
and undeveloped markets . As a result, we may experience difficulty in
forecasting operating expenditures, and we cannot know when or whether our
efforts will result in commercially successful products. The expenses or losses
associated with these product development activities could materially adversely
affect our operating results.
WE MUST COMPETE FOR PERSONNEL WHO MUST BE HIGHLY SKILLED AND HAVE TECHNICAL AND
SCIENTIFIC BACKGROUNDS
Our success depends largely upon the continued service of our
management and scientific staff and our ability to attract, retain and
motivate highly skilled scientific, management and marketing personnel.
Potential employees with an expertise in the field of biochemisty, regulatory
affairs and/or clinical development of new drug and biopharmaceutical
manufacturing are not generally available in the market and are difficult to
attract and retain. We also face significant competition for such personnel
from other companies, research and academic institutions, government and
other organizations who have superior funding and resources to be able to
attract such personnel. The loss of key personnel or our inability to hire
and retain personnel who have technical and scientific backgrounds could
materially adversely affect our product development efforts and our business.
WE FACE INTENSE COMPETITION FROM LARGER, BETTER FINANCED PHARMACEUTICAL AND
MATURE BIOTECHNOLOGY COMPANIES
The market for therapeutic and bioprocessing products is intensely
competitive, rapidly evolving and subject to rapid technological change.
Pharmaceutical and mature biotechnology companies have substantially greater
financial, manufacturing, marketing, research and development resources than we
have. New approaches to the treatment of our targeted diseases by these
competitors may make our products and technologies obsolete or noncompetitive.
OUR SUCCESS DEPENDS ON OUR ABILITY TO OBTAIN PATENT PROTECTION FOR OUR PRODUCTS
Proprietary rights relating to our products will be protected from
unauthorized use by third parties only to the extent that they are covered by
valid and enforceable patents or are maintained as trade secrets, and to the
extent that we diligently enforce our rights against infringement of our patent
rights and against misappropriation of our trade secrets and proprietary
information. We must obtain patent and trade secret protection for our products
and processes in order to produce a financial return consistent with the
significant time and expense required to bring our products to market. Our
success will depend, in part, on our ability to:
- obtain patent protection for our products and manufacturing
processes;
- preserve our trade secrets; and
- operate without infringing the proprietary rights of third
parties.
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<PAGE>
There can be no assurance that any patent applications relating to our
products will be filed in the future or that any currently pending applications
will issue on a timely basis, if ever. Since patent applications in the United
States are maintained in secrecy until patents issue and since publication of
discoveries in the scientific or patent literature often lag behind actual
discoveries, we cannot be certain that we were the first to make the inventions
covered by each of our pending patent applications or that we were the first to
file patent applications for such inventions. Even if patents are issued, the
degree of protection afforded by such patents will depend upon the:
- scope of the patent claims;
- validity and enforceability of the claims obtained in such
patents; and
- our willingness and financial ability to enforce and/or
defend them.
The patent position of biotechnology and pharmaceutical firms is
often highly uncertain and usually involves complex legal and scientific
questions. Moreover, no consistent policy has emerged in the United States
and in many other countries regarding the breadth of claims allowed in
biotechnology patents. Patents which may be granted to us in certain foreign
countries may be subject to opposition proceedings brought by third parties.
We could incur substantial costs in defending suits brought against us by
others or in suits in which we may assert our patents against others. If the
outcome of any such litigation is adverse to us, our business, financial
condition and results of operations could be adversely affected. If our
competitors prepare and file patent applications in the United States that
claim technology also claimed by us, we may be required to participate in
interference proceedings declared by the U.S. Patent and Trademark Office to
determine priority of invention, which would result in substantial cost to
us. For instance, in July 1998, we filed a complaint to assert our ownership
rights of United States patents issued to Bristol-Myers Squibb Corporation
relating to the use of and manufacture of CTLA4-Ig. We believe that one of
our licensees is a co-inventor of these patents and we are seeking to obtain
co-inventor rights of these patents. We may incur substantial costs defending
these and other infringement or patent interference proceedings. There can be
no assurance that we would prevail in any such proceedings or that such
proceedings would not result in a material adverse effect on our business,
financial condition or results of operations.
In addition, patents blocking our manufacture, use or sale of our
products could be issued to third parties in the United States or foreign
countries. The issuance of blocking patents or an adverse outcome in an
interference or opposition proceeding, could subject us to significant
liabilities to third parties and require us to license disputed rights from
third parties or cease using the technology. There can be no assurance that such
license would be available on commercially acceptable terms, if at all.
-5-
<PAGE>
WE ARE NOT YET FULLY YEAR 2000 COMPLIANT
Many existing computer systems and software products do not properly
recognize dates after December 31, 1999. This "Year 2000" problem could result
in miscalculations, data corruption, system failures or disruptions of
operations. We are subject to potential Year 2000 problems affecting our
computers' systems, our internal systems and the systems of our vendors and
scientific collaborators, any of which could have a material adverse affect on
our business operating results and financial conditions.
Based on our assessments to date, we believe that our internal
systems are substantially Year 2000 compliant there can be no assurance that
Year 2000 errors or defects will not be discovered in our internal software
systems and, if such errors or defects are discovered, there can be no
assurance that the costs of making such systems Year 2000 compliant will not
be material.
Year 2000 errors or defects in the internal systems maintained by our
vendors of clinical trial collaborators could require us to incur significant
delays in our product development programs and unanticipated expenses to remedy
any problems or replace affected vendors.
-6-
<PAGE>
USE OF PROCEEDS
Repligen will not receive any of the proceeds from the sale of the
shares of its common stock by the Autism Research Institute hereunder. See
"Selling Stockholder" and "Plan of Distribution". The principal purpose of this
offering is to effect an orderly disposition of the shares of common stock of
Repligen being offered and sold from time to time by the Autism Research
Institute.
SELLING STOCKHOLDER
The following table lists Autism Research Institute as the selling
stockholder, the number of shares of common stock of Repligen beneficially owned
by Autism Research Institute as of May 14, 1999 and before this offering, and
the maximum number of shares of common stock of Repligen that the Autism
Research Institute may offer and sell pursuant to this prospectus. Autism
Research Institute may offer shares of common stock of Repligen from time to
time. Since Autism Research Institute may sell all, some or none of its shares
of common stock of Repligen, no estimate can be made of the aggregate number or
percentage of shares of common stock of Repligen that Autism Research Institute
will own upon completion of the offering to which this prospectus relates.
<TABLE>
<CAPTION>
Number of Shares
Beneficially Owned Percentage of
Before Offering and Shares Owned
Offered Pursuant to Before
Selling stockholder this Prospectus Offering
- ------------------- --------------- --------
<S> <C> <C>
Autism Research Institute 262,500 1.4%
</TABLE>
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<PAGE>
The Autism Research Institute acquired its shares of common stock of
Repligen in connection with Repligen's purchase of intellectual property rights
held by Autism Research Institute and Victoria A. Beck. The Autism Research
Institute is a not-for-profit organization incorporated in the State of
California. Victoria A. Beck was a co-owner of the patent applications purchased
by Repligen. The patent purchase agreement to sell the intellectual property
rights held by Autism Research Institute and Victoria A. Beck to Repligen is
included in the current report of Repligen filed on Form 8-K on March 24, 1999 .
See "Where You Can Find More Information". Except for the sale by Autism
Research Institute of intellectual property rights to Repligen in March, 1999,
Autism Research Institute has not had any material relationship with Repligen.
In the patent purchase agreement, Autism Research Institute has
represented to Repligen that Autism Research Institute acquired the shares of
common stock of Repligen as principal for its own account for investment
purposes only and not with a view to, or for sale in connection with, any sale,
assignment, transfer or other distribution of the shares of common stock of
Repligen which would violate the Securities Act of 1933 or any other federal or
state securities laws. In recognition of the fact, however, that the Autism
Research Institute may want to be able to sell the shares of common stock of
Repligen when Autism Research Institute considers it appropriate, we agreed, in
the patent purchase agreement, to file this registration statement with the
Securities and Exchange Commission to allow Autism Research Institute to
publicly sell its shares of Repligen common stock . In the patent purchase
agreement, we also agreed to keep the registration statement effective until the
earliest of (a) March 9, 2000, and (b) the time that Autism Research Institute
has sold all of its shares of common stock of Repligen ; provided that in the
event that, prior to such time, Repligen fails to remain current or comply with
its filing obligations with the SEC under the Securities Exchange Act of 1934 or
Rule 144 of the Securities Act, we have agreed to maintain the effectiveness of
this Registration Statement until March 9, 2001.
PLAN OF DISTRIBUTION
The shares of common stock of Repligen covered by this prospectus may
be sold by the Autism Research Institute from time to time for its own account.
The Autism Research Institute acquired all of its shares of common stock of
Repligen pursuant to the patent purchase agreement. In the patent purchase
agreement, Repligen is responsible for the expenses incurred in connection with
the registration of the shares of common stock of Repligen, except that the
Autism Research Institute will pay or assume brokerage commissions and similar
charges, the legal fees and expenses of counsel for the Autism Research
Institute and any stock transfer taxes or other expenses incurred in connection
with the
-8-
<PAGE>
sale of the shares of common stock of Repligen. Repligen will not receive any of
the proceeds from this offering.
The distribution of the shares of common stock of Repligen by the
Autism Research Institute is not subject to any underwriting agreement. In the
patent purchase agreement, Repligen has agreed to attempt to find a buyer by
June 7, 1999 for at least 100,000 of the shares of common stock of Repligen held
by the Autism Research Institute at a price per share equal to or greater than
$1.59. Repligen is not and will not receive any commissions or remuneration of
any kind in connection with the sale of the shares of common stock of Repligen
being offered and sold by the Autism Research Institute. In the patent purchase
agreement, Repligen has further agreed that, if the Autism Research Institute
has not been able to sell at least 100,000 shares of common stock of Repligen at
a price of at least $1.59 per share, the Autism Research Institute shall be
entitled to cause Repligen to purchase the number of shares of common stock of
Repligen equal to the difference between 100,000 and the number of shares of
common stock of Repligen which the Autism Research Institute has been able to
sell at a price per share equal to at least $1.59. The Autism Research
Institute's right to cause Repligen to repurchase the Autism Research
Institute's shares of common stock of Repligen terminates forever on June 17,
1999.
In addition to the Autism Research Institute's right to cause Repligen
to repurchase the Autism Research Institute's shares of common stock of Repligen
pursuant to the patent purchase agreement, as described in the paragraph
immediately above, the shares of common stock of Repligen offered by the Autism
Research Institute 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 of common stock of Repligen, 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 Autism Research Institute may sell its
shares of common stock of Repligen 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
of common stock of Repligen, 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 Autism Research Institute may effect such
transactions by selling shares of common stock of Repligen to or through
broker-dealers, and such broker-dealers may receive compensation in the form of
discounts, concessions, commissions, or fees from the Autism Research Institute
and/or purchasers of the shares of common stock of Repligen 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 Autism
Research Institute in the distribution of shares of common stock of Repligen may
be deemed to be underwriters and any commissions received by them and any profit
on the resale of shares of common stock of Repligen placed by them might be
deemed to be underwriting discounts and commissions within the meaning of the
Securities Act, in connection with such sales.
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<PAGE>
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 Autism Research Institute is not restricted as to the price
or prices at which it may sell its shares of common stock of Repligen, sales of
such shares of common stock of Repligen at less than the market prices may
depress the market price of the common stock of Repligen.
EquiServe, 150 Royall Street, Canton, MA 02021, is the transfer agent
for the shares of common stock of Repligen.
LEGAL MATTERS
The validity of the shares of common stock of Repligen offered hereby
will be passed upon by Testa, Hurwitz & Thibeault, LLP, Boston, Massachusetts.
EXPERTS
The financial statements incorporated by reference in this prospectus
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.
WHERE YOU CAN FIND MORE INFORMATION
Repligen files annual, quarterly and special reports, proxy statements
and other information with the SEC. You may read and copy any document we file
with the SEC at the SEC's public reference room at 450 Fifth Street, N.W.,
Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further
information on operation of the public reference room. Our SEC filings are also
available to the public from the SEC's website at "http://www.sec.gov." Our
website is located at "http://www.repligen.com." Information contained on our
website is not part of this prospectus.
The SEC allows Repligen to "incorporate by reference" the information
we file with them, which means that we can disclose important information to you
by referring you to those documents. The information incorporated by reference
is considered to be part of this prospectus, and information that we file later
with the SEC will automatically update and supersede this information. Repligen
incorporates by reference the documents listed below and any future filings we
will make with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Exchange
Act (File No. 000-14656):
1. Annual report on Form 10-K for the year ended March 31, 1998;
2. Repligen's proxy statement, filed on July 20, 1998, for the
1998 annual meeting of shareholders;
3. Quarterly reports on Form 10-Q for the quarters ended June 30,
1998, September 30, 1998 and December 31, 1998;
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<PAGE>
4. Repligen's current report on Form 8-K filed March 24, 1999;
and
5. The "Description of Registrant's Securities to be Registered"
contained in Repligen's registration statement filed on Form
8-A, dated May 28, 1986.
You may request a copy of these filings, at no cost, by writing or
telephoning our Chief Financial Officer at the following address:
Repligen Corporation
117 Fourth Avenue
Needham, MA 02494
(781) 449-9560
This prospectus is part of a registration statement we filed with the
SEC. You should rely only on the information or representations provided in this
prospectus. We have authorized no one to provide you with different information.
We are not making an offer of these securities in any state where the offer is
not permitted. You should not assume that the information in this prospectus is
accurate as of any date other than the date on the front of the document.
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<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following table sets forth an estimate (other than with respect to
the Registration Fee and the Nasdaq National Market additional listing fee
expense) of the expenses expected to be incurred in connection with the issuance
and distribution of the securities being registered, other than underwriting
discounts and commissions:
<TABLE>
<S> <C>
Registration Fee -- Securities and Exchange Commission..............$ 235
Nasdaq National Market additional listing fee.......................$ 5,250
Blue Sky Fees and Expenses..........................................$ 1,000
Accounting Fees and Expenses........................................$ 1,000
Legal Fees and Expenses.............................................$ 10,000
Miscellaneous.......................................................$ 5,000
---------
TOTAL......................................................$ 22,485
---------
---------
</TABLE>
Repligen will bear all expenses shown above.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Delaware General Corporation Law, Article Seventh of Repligen's
Restated Certificate of Incorporation, as amended, and Article V of Repligen's
By-laws provide for indemnification of Repligen'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 Repligen, and with respect to any criminal action or proceeding,
actions that the indemnitee had no reasonable cause to believe were unlawful.
Repligen maintains directors and officers liability insurance for the
benefit of its directors and certain of its officers.
II-1
<PAGE>
ITEM 16. EXHIBITS.
The following exhibits, required by Item 601 of Regulation S-K, are
filed as a part of this Registration Statement. Exhibit numbers, where
applicable, in the left column correspond to those of Item 601 of Regulation
S-K.
Exhibit No. Item and Reference
2.1 -- * Patent Purchase Agreement by and among Repligen Corporation,
Victoria A. Beck and Autism Research Institute, dated as of
March 9, 1999 (with certain confidential information deleted).
(Incorporated by reference to Exhibit 2.1 of the Company's
Current Report on Form 8-K filed March 24, 1999)
2.2 -- * Common Stock Purchase Warrant issued by Repligen
Corporation, dated as of March 9, 1999 (with certain
confidential information deleted). (Incorporated by reference
to Exhibit 2.2 of the Company's Current Report on Form 8-K
filed March 24, 1999)
2.3 -- Collateral Assignment of Patents by and among Repligen
Corporation, Victoria A. Beck and Autism Research Institute,
dated as of March 9, 1999. (Incorporated by reference to
Exhibit 2.3 of the Company's Current Report on Form 8-K filed
March 24, 1999)
5 -- ** Legal Opinion of Testa, Hurwitz & Thibeault, LLP
23.1 -- Consent of Arthur Andersen (filed herewith)
23.2 -- ** Consent of Testa, Hurwitz & Thibeault, LLP (included in
Exhibit 5)
24 -- ** Power of Attorney
* Confidential treatment has been requested for portions of this exhibit and
is pending clearance with the Securities and Exchange Commission.
** Previously filed.
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
II-2
<PAGE>
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.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 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 Securities Act of 1933 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
Securities Act of 1933 and will be governed by the final adjudication of such
issue.
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<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, 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 the Town of Needham, Commonwealth of Massachusetts on May 14,
1999.
Repligen Corporation
By: /s/ Walter C. Herlihy
-------------------------------------
Walter C. Herlihy
President and Chief Executive
Officer
POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement on Form S-3 has been signed below by the following
persons on behalf of the Registrant and in the capacities and on the dates
indicated.
<TABLE>
<CAPTION>
Name Capacity Date
- ---- -------- ----
<S> <C> <C>
/s/ Walter C. Herlihy
- ------------------------------------ President and Chief Executive May 14, 1999
Walter C. Herlihy Officer, Chief Financial Officer ------
and Director (principal executive,
financial and accounting officer)
/s/ Alexander Rich, M.D.* Co-Chairman of the May 14, 1999
- ------------------------------------ Board of Directors ------
Alexander Rich, M.D.
/s/ Paul Schimmel, Ph.D.* Co-Chairman of the May 14, 1999
- ------------------------------------ Board of Directors ------
Paul Schimmel, Ph.D.
/s/ Robert J. Hennessey* Director May 14, 1999
- ------------------------------------ ------
Robert J. Hennessey
</TABLE>
II-4
<PAGE>
<TABLE>
<S> <C> <C>
/s/ G. William Miller* Director May 14, 1999
- ------------------------------------ ------
G. William Miller
</TABLE>
*By: Walter C. Herlihy
- ------------------------------------
Walter C. Herlihy
Attorney-in-Fact
II-5
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit No. Item and Reference
<S> <C>
2.1 -- * Patent Purchase Agreement by and among Repligen Corporation
Victoria A. Beck and Autism Research Institute, dated as of
March 9, 1999 (with certain confidential information deleted).
(Incorporated by reference to Exhibit 2.1 of the Company's
Current Report on Form 8-K filed March 24, 1999)
2.2 -- * Common Stock Purchase Warrant issued by Repligen
Corporation, dated as of March 9, 1999 (with certain
confidential information deleted). (Incorporated by reference
to Exhibit 2.2 of the Company's Current Report on Form 8-K
filed March 24, 1999)
2.3 -- Collateral Assignment of Patents by and among Repligen
Corporation, Victoria A. Beck and Autism Research Institute,
dated as of March 9, 1999. (Incorporated by reference to
Exhibit 2.3 of the Company's Current Report on Form 8-K filed
March 24, 1999)
5 -- ** Legal Opinion of Testa, Hurwitz & Thibeault, LLP
23.1 -- Consent of Arthur Andersen (filed herewith)
23.2 -- ** Consent Testa, Hurwitz & Thibeault, LLP (included in
Exhibit 5)
24 -- ** Power of Attorney
</TABLE>
* Confidential treatment has been requested for portions of this exhibit and
is pending clearance with the Securities and Exchange Commission.
** Previously filed.
II-6
<PAGE>
ARTHUR ANDERSEN LLP
EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to incorporation by
reference in this Registration Statement 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 or made a part of this
Registration Statement.
/s/ ARTHUR ANDERSEN LLP
ARTHUR ANDERSEN LLP
Boston, Massachusetts
May 14, 1999
