<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 1,1999
REGISTRATION NO. 333-76005
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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REPLIGEN CORPORATION
(Exact name of Registrant as specified in its charter)
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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)
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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)
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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. / /
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<PAGE>
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 June 30, 1999 was $2.875 per share.
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INVESTING IN THE COMMON STOCK INVOLVES RISKS.
SEE "RISK FACTORS" BEGINNING ON PAGE 3.
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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 July 1, 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.
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TABLE OF CONTENTS
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Page
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The Company............................................. 2
Risk Factors............................................ 3
Legal Proceedings....................................... 5
Use of Proceeds......................................... 7
Selling Stockholder..................................... 7
Plan of Distribution.................................... 8
Legal Matters........................................... 9
Experts................................................. 9
Where You Can Find More Information..................... 9
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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.
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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.
IF WE DO NOT OBTAIN ADDITIONAL CAPITAL, WE WILL BE UNABLE TO DEVELOP OR DISCOVER
NEW DRUGS.
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 development 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 volatile 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.
BECAUSE OUR OPERATING RESULTS FLUCTUATE FROM QUARTER TO QUARTER, SO DOES OUR
STOCK PRICE, WHICH MEANS INVESTORS MAY HAVE TO SELL THEIR STOCK AT A LOSS IF
THEY ARE UNABLE TO WAIT FOR A REBOUND.
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.
Our product development activities often focus on unproven technologies and
undeveloped markets. As a result, we may experience difficulty in forecasting
operating
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<PAGE>
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.
IF WE ARE UNABLE TO CONTINUE TO HIRE AND RETAIN SKILLED TECHNICAL AND SCIENTIFIC
PERSONNEL, THEN WE WILL HAVE TROUBLE DEVELOPING PRODUCTS.
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 biochemistry, 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 COMPETE WITH LARGER, BETTER FINANCED AND MORE MATURE PHARMACEUTICAL AND
BIOTECHNOLOGY COMPANIES WHO ARE CAPABLE OF DEVELOPING NEW APPROACHES THAT COULD
MAKE OUR PRODUCTS AND TECHNOLOGY OBSOLETE.
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.
IF WE ARE UNABLE TO OBTAIN AND MAINTAIN PATENTS FOR OUR PRODUCTS, WE WILL NOT BE
ABLE TO SUCCEED COMMERCIALLY.
We must obtain patent and trade secret protection for our products and
processes in order to protect them from unauthorized use and 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.
We can not be sure 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
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<PAGE>
- 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 or result in suits by
Repligen which may be costly and result in adverse consequences for Repligen.
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 costs 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,
which proceedings may result in adverse consequences for Repligen.
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 on unfavorable terms, if at all, or cease using the technology.
WE ARE NOT YEAR 2000 COMPLIANT, AND AS A RESULT, MAY FACE, AND BE LIABLE FOR,
DATA CORRUPTION, COMPUTER FAILURE AND DISRUPTION OF OPERATIONS.
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 although 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.
LEGAL PROCEEDINGS
On July 17, 1998, Repligen filed a complaint at the United States
District Court for the District of Massachusetts in Boston, Massachusetts. The
complaint relates to a United States
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patent issued in 1995 to Bristol-Myers Squibb Corporation claiming a method of
treating immune system diseases with CTLA4-Ig. In December 1998, related patents
were issued to Bristol-Myers claiming the composition of CTLA4-Ig. Thereafter,
the complaint was amended to include the patents claiming the composition of
CTLA4-Ig. In the amended complaint, we seek to assert our ownership rights in,
and to obtain co-inventor rights of, the Bristol-Myers patents and we also seek
unspecified monetary damages. If we are successful in our claims, a licensor of
such intellectual property rights Repligen will be named as a co-inventor of the
Bristol-Myers patents which will give Repligen and Bristol-Myers shared rights
to the patents. WE can NOT be SURE that the litigation will conclude in a result
beneficial to Repligen. Repligen's failure to obtain shared ownership rights in
the patents may restrict Repligen's ability to commercialize CTLA4-Ig for
certain applications.
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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.
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NUMBER OF SHARES
BENEFICIALLY OWNED PERCENTAGE OF
BEFORE OFFERING AND SHARES OWNED
OFFERED PURSUANT TO BEFORE
SELLING STOCKHOLDER THIS PROSPECTUS OFFERING
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Autism Research Institute 262,500 1.4%
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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/A on June 15, 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
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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 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
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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.
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 included in and 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 and auditing.
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
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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, 1999;
2. Repligen's proxy statement, filed on July 20, 1998, for the 1998 annual
meeting of shareholders;
3. Repligen's current report on Form 8-K filed March 24, 1999, as amended
by a Form 8-K/A filed June 15, 1999 and current report filed May 17,
1999; and
4. 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
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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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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:
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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
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TOTAL.................................................. $22,485
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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.
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.
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<CAPTION>
Exhibit No. Item and Reference
- ----------- ------------------
<S> <C> <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/A filed June 15, 1999)
2.2 -- Common Stock Purchase Warrant issued by Repligen Corporation, dated as of March 9,
1999. (Incorporated by reference to Exhibit 2.2 of the
</TABLE>
II-1
<PAGE>
<TABLE>
<S> <C> <C>
Company's Current Report on Form 8-K/A filed June 15, 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 LLP (filed herewith)
23.2 -- ** Consent of Testa, Hurwitz & Thibeault, LLP (included in Exhibit 5)
24 -- ** Power of Attorney
</TABLE>
* Confidential treatment obtained for certain portions of this exhibit, which
portions are omitted and filed separately 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 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.
II-2
<PAGE>
(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.
II-3
<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 Post-Effective
Amendment No. 1 to 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 July 1, 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
Post-Effective Amendment No. 1 to 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.
Name Capacity Date
- ----- -------- ----
/s/ Walter C. Herlihy President and Chief Executive July 1, 1999
- -------------------------- Officer, Chief Financial Officer
Walter C. Herlihy and Director (principal executive,
financial and accounting officer)
/s/ Alexander Rich, M.D.* Co-Chairman of the July 1, 1999
- -------------------------- Board of Directors
Alexander Rich, M.D.
/s/ Paul Schimmel, PH.D.* Co-Chairman of the July 1, 1999
- -------------------------- Board of Directors
Paul Schimmel, Ph.D.
/s/ Robert J. Hennessey* Director July 1, 1999
- --------------------------
Robert J. Hennessey
/s/ G. William Miller* Director July 1, 1999
- --------------------------
G. William Miller
*By: /s/ Walter C. Herlihy
----------------------
Walter C. Herlihy
Attorney-in-Fact
II-4
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit No. Item and Reference
- ----------- ------------------
<S> <C> <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/A filed June 15, 1999)
2.2 -- Common Stock Purchase Warrant issued by Repligen Corporation, dated as of March 9,
1999. (Incorporated by reference to Exhibit 2.2 of the Company's Current Report on
Form 8-K/A filed June 15, 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 LLP (filed herewith)
23.2 -- ** Consent Testa, Hurwitz & Thibeault, LLP (included in Exhibit 5)
24 -- ** Power of Attorney
</TABLE>
* Confidential treatment obtained for certain portions of this exhibit, which
portions are omitted and filed separately with the Securities and Exchange
Commission.
** Previously filed.
<PAGE>
[LETTERHEAD]
EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this Registration Statement of our report dated May 14, 1999
included in Repligen Corporation's Form 10-K for the year ended March 31,
1999 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
June 25, 1999
