<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 10, 2000
REGISTRATION NO. 333-31728
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- -------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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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
<PAGE>
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.
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<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.
<PAGE>
SUBJECT TO COMPLETION, DATED MARCH 10, 2000
REPLIGEN CORPORATION
639,950 SHARES
COMMON STOCK
We are offering 189,950 shares of our common stock issuable upon
exercise of our warrants. The selling stockholders are offering for sale up
to 450,000 shares of our common stock upon exercise of warrants held by them.
We will not receive any proceeds from the sale (if any) of the shares of our
common stock by the selling stockholders. Repligen's common stock is traded
on the Nasdaq National Market under the symbol "RGEN." The last reported sale
price of the common stock of Repligen on the Nasdaq National Market on March 9,
2000 was $13.69 per share.
<TABLE>
<CAPTION>
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Shares of common
stock issuable Per Share Aggregate Underwriting Net
upon exercise of Price to Proceeds to Discounts and Other Proceeds to
warrants Public Company Commissions Expenses Company
-----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Amended and 189,950 $9.00- $1,709,550- -0- $10,000 $1,699,550-
Restated $14.00 $2,659,300 $2,649,300
Warrants (1)
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</TABLE>
(1) The Amended and Restated Warrants are exercisable at $9.00 per share until
the date that is 90 days after Repligen notifies the holder of the Amended
and Restated Warrants that the Nasdaq National Market closing price per
share of the common stock of Repligen equaled or exceeded $18.00 per share
for any 20 out of 30 consecutive trading days, at which time the Amended
and Restated Warrants will become exercisable at $14.00 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 March ___, 2000.
<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. 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>
<CAPTION>
PAGE
<S> <C>
Repligen......................................................................................... 2
Risk Factors..................................................................................... 3
Legal Proceedings................................................................................ 6
Use of Proceeds.................................................................................. 6
Selling Stockholders............................................................................. 7
Plan of Distribution............................................................................. 9
Dilution......................................................................................... 10
Description of the Amended and Restated Warrants................................................. 11
Legal Matters.................................................................................... 15
Experts.......................................................................................... 15
Where You Can Find More Information.............................................................. 15
</TABLE>
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<PAGE>
RECENT EVENTS
On March 9, 2000, we sold an aggregate of 2,598,927 shares of our common
stock to investors at $8.625 per share for an aggregate consideration of
$22.4 million in a private placement transaction. Paramount Capital, Inc.
acted as placement agent in the transaction and received cash compensation of
approximately $1.57 million plus transactional expenses and warrants to
acquire 129,946 shares of our common stock exercisable at $9.4875 per share.
Paramount Capital is controlled by Lindsay Rosenwald, M.D., who is the sole
stockholder and chairman of Paramount Capital Asset Management, Inc., which
holds approximately 19.9% of our outstanding common stock as of February, 20,
2000. We have agreed to use best efforts to register the resale of the
2,598,927 shares and the 129,946 shares issuable upon exercise of the
warrants by April 8, 2000.
REPLIGEN
We develop new drugs for autism, 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. Autism is a developmental disorder characterized by poor communicative
and social skills, repetitive and restricted behaviors and in some patients,
gastrointestinal problems and irregular sleep patterns. 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, communicative 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.
In October 1999, we licensed commercialization rights to two
diagnostic secretin products from ChiRhoClin Inc., a private company. These
products have been evaluated in clinical trials for the diagnosis of pancreatic
dysfunction and gastrinoma. A New Drug Application was filed with the FDA in May
1999 seeking approval to market synthetic porcine secretin for these
applications. ChiRhoClin has also conducted clinical studies for these
diagnostic indications with a human form of secretin which it intends to submit
to the FDA in 2000. Under terms of the agreement, we made an upfront
payment upon execution of the agreement and, if the FDA approves the New Drug
Applications, the agreement obligates us to pay ChiRhoClin future
milestones and royalties.
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, CTLA4-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 June
1999, results from a Phase 1 clinical trial reported that treatment of bone
marrow from a family member with Repligen's CTLA4-Ig prevented Graft Versus Host
Disease in eight of eleven transplant patients. In September 1999, we signed a
Clinical Trial Agreement with the National Cancer Institute to further evaluate
CTLA4-Ig in a Phase 2 trial in bone marrow transplantation for leukemia.
Repligen has filed patent applications related to compositions of matter and
methods of use of CTLA4-Ig including bone marrow transplantation. Certain
patents have been issued to Bristol-Myers Squibb Corporation relating to the use
and manufacture of CTLA4-Ig. We believe that one of our licensees is the
co-inventor of one or more of these patents and that the patents issued to
Bristol-
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<PAGE>
Myers Squibb do not extend to our use of CTLA4-Ig in bone marrow
transplantation. For more information on our patent litigation, please see
"Legal Proceeding".
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. We own composition of matter
patents for recombinant Protein A in the United States and in Europe. 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.
Our executive offices are located at 117 Fourth Avenue, Needham,
Massachusetts 02494, and our 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.
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
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<PAGE>
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.
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 or result in suits by
us which may be costly and result in adverse consequences for us.
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<PAGE>
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.
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.
-5-
<PAGE>
LEGAL PROCEEDINGS
As referenced in our quarterly report on Form 10-Q for the period ending
June 30, 1999 on July 17, 1998, we filed a complaint against Bristol-Myers
Squibb Corporation ("BMS") at the United States District Court for the
District of Massachusetts in Boston, Massachusetts seeking correction of
inventorship of certain United States patents which claim compositions and
methods of use for CTLA4 as well as unspecified monetary damages. A
correction of inventorship would result in the University of Michigan being
designated as a co-assignee on any corrected BMS patent. We would then have
rights to such technology pursuant to a 1992 License Agreement with the
University of Michigan, a 1995 Asset Acquisition Agreement with Genetics
Institute, and other related agreements. On July 13, 1999, the court
dismissed the complaint without prejudice citing a lack of legal standing of
Repligen to bring such a complaint. We believe that the court's finding on
standing was in error. The court did not rule on the validity of our
inventorship claim. We continue to believe that the University of Michigan is
a rightful co-assignee of the aforesaid BMS patents and we intend to continue
to pursue the correction of inventorship. Our failure to obtain shared
ownership rights in the patents may restrict our ability to commercialize
CTLA4-Ig.
USE OF PROCEEDS
If all of the Amended and Restated Warrants are exercised, the net
proceeds to us from the exercise of the Amended and Restated Warrants (after
deducting estimated expenses in connection with this offering) would range
from $1,699,550 to $2,649,300, depending on when the warrantholders exercise
the Amended and Restated Warrants. We intend to use the net proceeds, if any,
from the sale of our common stock for research and development, including
ongoing development of our technologies, pre-clinical and clinical testing,
and other costs associated with our product development programs, for capital
expenditures, and for working capital and other general purposes. We are
offering the shares of common stock issuable upon exercise of the Amended and
Restated Warrants and filing this registration statement in order to fulfill
our contractual obligations to the warrantholders to maintain an effective
registration statement during the time that the Amended and Restated Warrants
are outstanding and exercisable. In addition, we will receive net proceeds
(after deducting estimated expenses in connection with this offering) of
$811,500 from the exercise of the warrants held by the selling stockholders.
We will receive no proceeds from the resale of the shares of common stock
issued upon the exercise of such warrants.
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<PAGE>
SELLING STOCKHOLDERS
Unless otherwise noted below in the table, each person has sole voting and
investment power over the shares shown as beneficially owned except to the
extent authority is shared by spouses under applicable law and except as set
forth in the footnotes to the table. Beneficial ownership is determined in
accordance with the rules of the Securities and Exchange Commission. The
following are deemed to be beneficially owned and outstanding for purposes of
calculating the number of shares and the percentage beneficially owned by that
person or entity:
- shares of common stock issuable by Repligen to that person upon
the exercise of options which may be exercised within 60 days
after February 29, 2000; and
- shares of common stock issuable by Repligen to that person upon
the exercise of warrants which may be exercised within 60 days
after February 29, 2000.
However, these shares are not deemed to be beneficially owned and outstanding
for purposes of computing the percentage beneficially owned by any other person
or entity.
For purposes of calculating the percentage beneficially owned, the number
of shares deemed outstanding after the offering includes:
- 22,410,460 shares of common stock outstanding as of February 29, 2000;
and
- the number of presently exercisable options and presently exercisable
warrants held by that person.
The table below lists the following:
- the number of shares of our common stock beneficially owned by
the selling stockholders as of February 29, 2000 and before this
offering;
- the maximum number of shares of our common stock that the selling
stockholders may offer and sell pursuant to this prospectus;
- the number of shares owned by the selling stockholders after
completion of the offering (assuming that the selling stockholders
sell all of the shares offered pursuant to this prospectus); and
- the percentage (if one percent or more) of the class owned by the
selling stockholder after completion of the offering.
<TABLE>
<CAPTION>
SHARES
SHARES OFFERED PURSUANT TO SHARES BENEFICIALLY OWNED
BENEFICIALLY OWNED THIS PROSPECTUS AFTER OFFERING (1)
PRIOR UPON EXCERCISE ---------------------------
SELLING STOCKHOLDER TO OFFERING OF WARRANTS NUMBER PERCENT
------------------- ----------------- ------------------ -------- -------
<S> <C> <C> <C> <C>
Victoria A. Beck 350,000 350,000 0 *
Scott Katzmann (2) 45,000 25,000 20,000 *
John Knox (2) 575 575 0 *
Timothy McInerney (2) 45,000 25,000 20,000 *
Fred Mermelstein (2) 9,000 5,000 4,000 *
John Papadimitropoulos (2) 575 575 0 *
</TABLE>
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<PAGE>
<TABLE>
<S> <C> <C> <C> <C>
Mark Rogers, M.D. (2) 1,000 1,000 0 *
Lindsay A. Rosenwald, M.D.(2) (3) 4,459,700 32,750 4,426,950 19.7%
Wayne Rubin 4,600 4,600 0 *
David Tanen (2) 500 500 0 *
Michael Weiser, M.D. (2) 5,000 5,000 0 *
</TABLE>
- -------------------------------------
*Represents less than 1% of the outstanding shares.
(1) Assumes that the selling stockholders will sell all of the shares
registered hereunder. The stockholders may sell all or part of their shares
pursuant to this prospectus.
(2) Employee or officer of Paramount Capital, Inc. ("PCI"), an affiliate of
Paramount Asset Capital Management, Inc. ("PCAM"). As of February 29, 2000,
PCAM may be deemed to beneficially own 19.9% of our common stock and may be
deemed to be an affiliate of Repligen under the Securities Act of 1933.
(3) Consists of 3,099,289 shares of common stock owned by The Aries Master
Fund, a Cayman Islands exempted company (the "Master Fund"), 1,213,960
shares of common stock owned by Aries Domestic Fund, L.P. (the "ADF") and
123,691 shares of common stock owned by Aries Domestic Fund II, L.P. (the
"ADF II" and together with the Master Fund and the ADF, the "Aries Funds")
and 32,750 shares of common stock which may be acquired pursuant to
presently exercisable warrants owned by Dr. Rosenwald. PCAM serves as the
investment manager to the Master Fund and the general partner of each of
the ADF and the ADF II. Lindsay A. Rosenwald, M.D. is the chairman and sole
stockholder of PCAM. PCAM and Dr. Rosenwald disclaim beneficial ownership
of the securities held by the ADF, the Master Fund and the ADF II, except
to the extent of their pecuniary interest therein, if any. Does not include
67,250 shares of common stock which may be acquired pursuant to presently
exercisable warrants owned by certain other employees of PCAM and its
affiliates. We issued the warrants to Dr. Rosenwald and such other
employees of PCAM and its affiliates in connection with Paramount's
execution of a Financial Advisory Agreement dated July 15, 1999 between
Paramount and Repligen. Paramount disclaims beneficial ownership of such
shares of common stock except to the extent of its pecuniary interest
therein, if any.
We paid Victoria A. Beck $150,000 in cash and issued her a warrant to
purchase up to 350,000 shares of our common stock at $1.59 per share in
connection with our 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 us. The patent
purchase agreement to sell the intellectual property rights held by Autism
Research Institute and Victoria Beck to us is included in our current report
filed on Form 8-K on March 24, 1999. See "Where You Can Find More
Information". Ms. Beck has also entered into a consulting agreement with us
which expires March 31, 2000. Except for the sale by Ms. Beck of intellectual
property rights to us in March, 1999, and Ms. Beck's consulting activities
with us, Ms. Beck has not had any other material relationship with us.
In the patent purchase agreement, Ms. Beck has represented to us that
she acquired the warrant (and shares of our common stock upon exercise
thereof) as principal for her 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 our common stock
-8-
<PAGE>
which would violate the Securities Act of 1933 or any other federal or state
securities laws. In recognition of the fact, however, that Ms. Beck may want
to be able to sell the shares of our common stock upon exercise of her
warrant when she considers it appropriate, we agreed, in the patent purchase
agreement, to file this registration statement with the Securities and
Exchange Commission to allow Ms. Beck to publicly sell her shares of our
common stock. In the patent purchase agreement, we also agreed to keep the
registration statement effective until the earliest of (a) the expiration of
the one year holding period relating to the shares of Repligen common stock
upon exercise of her warrant under Rule 144 of the Securities Act of 1933,
and (b) the time that Ms. Beck has sold all of her shares of our common
stock; provided that, in the event that, prior to such time, we fail to
remain current or comply with our filing obligations with the Securities and
Exchange Commission under the Securities Exchange Act of 1934 or Rule 144 of
the Securities Act of 1933, we have agreed to maintain the effectiveness of
this registration statement until expiration of the two year holding period
relating to the shares of our common stock issuable upon exercise of her
warrant under Rule 144 of the Securities Act of 1933.
Pursuant to a financial advisory agreement with Paramount Capital, Inc.
its affiliates, related entities and designees (collectively "Paramount")
dated as of July 15, 1999, Paramount agreed to provide certain financial
advisory and/or investment banking services to us in exchange for
consideration, including $100,000 in cash upon execution of the agreement,
and the issuance of a common stock purchase warrant exercisable for 100,000
shares of Repligen's common stock at $2.75 per share. The financial advisory
agreement also provides for the payment of additional fees to Paramount upon
the consummation of certain transactions for which Paramount acts as our
financial advisor. We are registering for resale the shares of our common
stock issuable upon exercise of the warrants held by the selling stockholders
pursuant to our obligations under the financial advisory agreement.
On March 9, 2000, we sold an aggregate of 2,598,927 shares of our common
stock to investors at $8.625 per share for an aggregate consideration of
$22.4 million in a private placement. Paramount acted as the placement agent
for the transaction and we paid Paramount approximately $1.57 million for its
services plus Paramount's related transactional expenses, and issued to
Paramount (or its designees) warrants to purchase up to 129,946 shares of our
common stock at $9.4875 per share. We engaged Paramount to act as our
placement agent for that transaction pursuant to a finder's agreement and we
terminated the financial advisory agreement with Paramount for an additional
payment by Repligen to Paramount of $200,000 in cash.
On May 14, 1999, the ADF and the Master Fund acquired an aggregate of
50,000 shares of our common stock at $2.50 per share in connection with a
private placement transaction in which we sold an aggregate of 3,600,000
shares of our common stock at $2.50 per share. As of December 31, 1999, Dr.
Rosenwald and PCAM may be deemed to beneficially own approximately twenty
percent (20%) of the outstanding our common stock. Paramount disclaims
beneficial ownership of the shares of common stock owned by Dr. Rosenwald,
PCAM and/or the Aries Funds.
PLAN OF DISTRIBUTION
The shares of our common stock covered by this prospectus may be sold by
the selling stockholders from time to time for their own account. The selling
stockholders may acquire their shares of our common stock upon the exercise
of the warrants held by the selling stockholders as the case may be. We will
pay the expenses incurred in connection with the registration of the shares
of our common stock, except that the selling stockholders will pay or assume
brokerage commissions and similar charges, the legal fees and expenses of
counsel for the selling stockholders and any stock transfer taxes or other
expenses incurred in connection with
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<PAGE>
the sale of the shares of our common stock. We will not receive any of the
proceeds from the resale of the shares of common stock by the selling
stockholders.
The distribution of the shares of our common stock by the selling
stockholders is not subject to any underwriting agreement. The shares of our
common stock offered by the selling stockholders may be sold from time to
time in transactions on the Nasdaq National Market, in negotiated
transactions, through the writing of options on the shares of our common
stock, or a combination of such methods of sale, at fixed prices that may be
changed, at market prices prevailing at the time of sale, at prices relating
to such prevailing market prices or at negotiated prices. In addition, the
selling stockholders may sell their shares of our common stock 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 our common stock, or at
private sale or otherwise, at market prices prevailing at the time of sale,
at prices related to such prevailing market prices or at negotiated prices.
The selling stockholders may effect such transactions by selling shares of
our common stock to or through broker-dealers, and such broker-dealers may
receive compensation in the form of discounts, concessions, commissions, or
fees from the selling stockholders and/or purchasers of the shares of our
common stock 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 selling stockholders in the distribution of shares of our
common stock may be deemed to be underwriters and any commissions received by
them and any profit on the resale of shares of our common stock placed by
them might be deemed to be underwriting discounts and commissions within the
meaning of the Securities Act, in connection with such sales.
Any shares covered by the prospectus that qualify for sale pursuant to Rule
144 under the Securities Act may be sold under Rule 144 rather than pursuant to
this prospectus.
Since the selling stockholders are not restricted as to the price or
prices at which they may sell their shares of our common stock, sales of such
shares of our common stock at less than the market prices may depress the
market price of our common stock.
EquiServe, 150 Royall Street, Canton, MA 02021, is the transfer agent for
the shares of our common stock.
DILUTION
Our net tangible book value, as of December 31, 1999, was $10.7 million,
or $.48 per share of common stock. Net tangible book value per share
represents the amount of total tangible assets less total liabilities divided
by the number of shares of common stock outstanding at that date.
After giving effect to the sale by us of the 189,950 shares of common
stock being offered hereby (assuming the exercise of all of the Amended and
Restated Warrants) at an assumed exercise price of $9.00 per share for the
Amended and Restated Warrants, our pro forma net tangible book value as of
December 31, 1999, would have been $12.4 million or $.55 per share. This
represents an immediate increase in pro forma net tangible book value of $.07
per share to
-10-
<PAGE>
existing stockholders and an immediate dilution of $8.45 per share to new
investors. The following table illustrates this per share dilution:
<TABLE>
<S> <C> <C>
Assumed exercise price per share:
Amended and Restated Warrants exercisable for 189,950 shares...................... $ 9.00
Net tangible book value per share at December 31, 1999............................ $ .48
Increase per share attributable to new investors.................................. .07
-----------
Pro forma net tangible book value per share after this offering........................ .55
------------
Dilution per share to new investors
Holders of Amended and Restated Warrants exercisable for $9.00 per share...................... $ 8.45
============
</TABLE>
Alternatively, if the Amended and Restated Warrants are adjusted such that
the exercise price becomes $14.00 per share for the Amended and Restated
Warrants, and after giving effect to the sale by Repligen of the shares of
common stock being offered hereby (assuming the exercise of all the Amended and
Restated Warrants) at such exercise prices, our pro forma net tangible book
value as of December 31, 1999, would have been $13.4 million or $.59 per share.
This represents an immediate increase in pro forma net tangible book value of
$.11 per share to existing stockholders and an immediate dilution of $13.41 per
share to new investors.
The following table illustrates this per share dilution:
<TABLE>
<S> <C> <C>
Assumed exercise price per share:
Amended and Restated Warrants exercisable for 189,950 shares...................... $ 14.00
Net tangible book value per share at December 31, 1999............................ $ .48
Increase per share attributable to new investors.................................. .11
-----------
Pro forma net tangible book value per share after this offering........................ .59
--------------
Dilution per share to new investors
Holders of Amended and Restated Warrants exercisable for $14.00 per share...................... $ 13.41
=============
</TABLE>
DESCRIPTION OF THE AMENDED AND RESTATED WARRANTS
In connection with the initial capitalization of Repligen Clinical
Partners, L.P. in February, 1992, Repligen issued to certain purchasers and the
sales agent related thereto and the agent's affiliates, units in Repligen
Clinical Partners. Each unit consisted of a Class A limited partnership interest
in Repligen Clinical Partners and a warrant (collectively, the "Original
Warrants") to purchase 2,900 shares of common stock of Repligen.
In March 1994, we offered to the holders of Original Warrants the
opportunity to exchange their Original Warrants for newly issued warrants (the
"Exchange Warrants"). Each holder of an Original Warrant was free to accept or
reject the exchange offer. Many
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<PAGE>
warrantholders holding warrants to purchase shares of our common stock
accepted the exchange offer. Some warrantholders were, however, ineligible to
participate in this exchange offer due to their failure to make payments on
promissory notes which were originally issued by certain of the
warrantholders in favor of Repligen Clinical Partners to pay for the units.
Some warrantholders who were eligible to participate in the exchange offer
rejected the exchange offer and thus continued to hold Original Warrants.
In connection with the March 1994 exchange of Original Warrants for
Exchange Warrants, we reduced the exercise price under the Exchange Warrants
to $9.00 (from $22.73) per share, subject to increase to $14.00 per share on
the date 90 days after we notified the warrantholders holding the Exchange
Warrants that the closing price of our common stock equaled or exceeded
$18.00 per share for 20 out of 30 consecutive trading days. We also extended
the exercise period under the Exchange Warrants to March 31, 2000. The
holders of Exchange Warrants also accepted a reduction in certain royalty
rates that each warrantholder would have received as a limited partner of
Repligen Clinical Partners, such royalties arising out of any sales of the
drug (rPF4) being developed by Repligen Clinical Partners. Acceptance of the
Exchange Warrants also resulted in pro rata reductions in certain other
royalties which were payable to such warrantholders as limited partners of
Repligen Clinical Partners.
In March 1995, we offered the warrantholders an opportunity to modify
the Original Warrants and the Exchange Warrants that remained outstanding to
reduce the respective exercise prices. With respect to each holder of an
outstanding Original Warrant or Exchange Warrant who was required to make and
did make the fourth installment payment to Repligen Clinical Partners
pursuant to the Promissory Notes, such holders (along with the other
warrantholders who did not have outstanding promissory notes) were free to
accept or reject the proposed modifications. The holders of Exchange Warrants
to purchase 189,500 shares of our common stock either rejected or failed to
accept the modification of the Exchange Warrants that would have resulted in
a further reduction in the exercise price of the warrants which they held.
The holders of Exchange Warrants who never accepted or rejected such
modification hold Amended and Restated Warrants (as such warrants are being
referred to in this prospectus).
We had previously filed a registration statement in April 1994 to
register the issuance of common stock upon exercise of the warrants issued as
part of the units issued by Repligen Clinical Partners. Because that
registration statement became inactive (due to in part because the exercise
price of the warrants was significantly higher than the fair market value of
the underlying common stock), we are filing this registration statement to
register the issuance of shares of common stock upon exercise of the Amended
and Restated Warrants to comply with our contractual obligations to the
warrantholders to maintain an effective registration statement during the
period the warrants are outstanding and exercisable.
The exercise price and the number of shares issuable upon exercise of each
warrant will be appropriately adjusted in the event of stock splits, stock
combinations, stock dividends, reclassifications or rights offerings involving
common stock or distributions of certain subscription rights, warrants or
evidences of indebtedness to holders of our common stock. We will not issue
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<PAGE>
fractional shares upon exercise of the Amended and Restated Warrants. Instead
we will pay to the holder a cash adjustment based on the closing price of
common stock as reported on the Nasdaq National Market on the date of exercise.
With certain exceptions, in case of any reclassification or capital
reorganization, or in case of any consolidation or merger of Repligen or any
sale, lease, transfer or conveyance of all or substantially all of the assets of
Repligen, each holder of a Amended and Restated Warrants hereunder shall have
the right, upon subsequent exercise of such Amended and Restated Warrants, to
purchase the kind and amount of shares of stock or other securities and property
receivable upon such reclassification, capital reorganization, consolidation,
merger, sale, lease, transfer or conveyance by a holder of the number of shares
of common stock that might have been received upon the exercise of such warrant
immediately prior to such event, and the exercise price of such Amended and
Restated Warrants will be appropriately adjusted. The Amended and Restated
Warrants do not confer upon the warrantholders any rights as stockholders of
Repligen.
WARRANT EXERCISE PROCEDURE
We have not engaged any underwriter, broker or dealer in connection
with the issuance of the shares to the warrantholders and will pay no
commissions thereon. In order to effectively exercise the Amended and Restated
Warrants and purchase the shares issuable upon exercise thereof, a warrantholder
must comply with the procedure described below. Failure to follow this procedure
may result in either a delay in the warrantholder's receipt of a stock
certificate or an ineffective exercise and return to the warrantholder of the
materials submitted for exercise.
The warrantholder must use the "Purchase Form" attached to the end of the
certificate representing the Amended and Restated Warrants ("the Warrant
Certificate"). The warrantholder must specify the number of shares being
purchased and the exercise payment being remitted. The warrantholder must sign
the Purchase Form where indicated and the signature must conform with the manner
in which the Warrant Certificate is held as appears on the warrant register
maintained by Repligen (the "Warrant Register").
Each holder of a Warrant Certificate must deliver the completed Purchase
Form, and cash or a check drawn to the order of "Repligen Corporation" for the
exact amount of the exercise price for the shares being purchased to the
Director of Finance, Repligen Corporation, 117 Fourth Avenue Needham, MA 02494.
In addition, to satisfy Internal Revenue Service requirements, the exercising
warrantholder should provide Repligen with his or her social security number or
taxpayer identification number. Also, an exercising warrantholder should provide
Repligen with the address to which he, she or it wants the share certificate
delivered. Each warrantholder should direct any questions concerning exercise of
the Amended and Restated Warrants to the Director of Finance at the address
listed above.
Upon receipt of the Warrant Certificate, including the completed Purchase
Form, appropriate payment for the shares being purchased, and the exercising
warrantholder's social security or taxpayer identification number, Repligen will
instruct its transfer agent to issue a share certificate in the warrantholder's
name (or other name if so designated) for the shares being purchased. The
transfer agent will send the share certificate to the exercising warrantholder
at the address indicated at the time of exercise; otherwise the transfer agent
will send the share certificate to the address listed on the Warrant Register.
Unless otherwise agreed to by Repligen, Repligen
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<PAGE>
will send all share certificates by first class mail with an estimated delivery
time of about four weeks from the date of Repligen's receipt of the exercise
material.
Upon receipt of the Warrant Certificate, including the completed Purchase
Form, appropriate payment for the shares being purchased, and the exercising
warrantholder's social security or taxpayer identification number, the
warrantholder will become the holder of record of those shares being purchased
and shall have all of the rights of a stockholder, including the right to vote
the shares.
PARTIAL EXERCISE
A warrantholder may exercise his or her Warrant Certificate for only part
of the shares the Warrant Certificate represents. If a warrantholder exercises
only a part of the shares represented by a Warrant Certificate, then in addition
to the share certificate for the exercised shares, he or she will receive a new
Warrant Certificate, dated the date of his or her original Warrant Certificate,
representing those shares still subject to exercise.
EquiServe, 150 Royall Street, Canton, MA 02021, is the transfer agent for
the shares of our common stock.
-14-
<PAGE>
LEGAL MATTERS
The validity of the shares of our common stock offered hereby will
be passed upon for Repligen by Testa, Hurwitz & Thibeault, LLP, Boston,
Massachusetts.
EXPERTS
The audited financial statements incorporated by reference in this
prospectus as of March 31, 1999 and 1998 and for each of the three years in
the period ended March 31, 1999 have been audited by Arthur Andersen LLP,
independent public accountants, as indicated in their reports with respect
thereto, and are incorporated by reference 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, 1999;
2. Repligen's proxy statement, filed on July 29, 1999, for the 1999 annual
meeting of shareholders;
3. Quarterly reports on Form 10-Q for the quarters ended December 31, 1999,
September 30, 1999 and June 30, 1999;
4. Current reports on Form 8-K filed October 6, 1999, March 24, 1999, as
amended by Form 8-K/A filed June 15, 1999 and current report on Form 8-K
filed May 17, 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.
-15-
<PAGE>
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.
-16-
<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) 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..........................................$ 2,485.00
Blue Sky Fees and Expenses......................................................................$ 1,000.00
Accounting Fees and Expenses....................................................................$ 3,000.00
Legal Fees and Expenses.........................................................................$ 10,000.00
Transfer Agent fees and expenses................................................................$ 5,000.00
Miscellaneous...................................................................................$ 8,515.00
--------------
TOTAL..................................................................................$ 30,000.00
==============
</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.
<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) (filed as Exhibit 2.1 of the Company's Current Report on Form
8-K/A filed June 15, 1999 and incorporated herein by reference)
2.2 -- Common Stock Purchase Warrant issued by Repligen Corporation, dated as of March 9, 1999
(filed as Exhibit 2.2 of the Company's Current Report on Form 8-K/A filed June 15, 1999
and incorporated herein by reference)
2.3 -- Collateral Assignment of Patents by and among Repligen Corporation, Victoria A. Beck
and Autism Research Institute, dated as of March 9, 1999 (filed as Exhibit 2.3 of the
Company's Current Report on Form 8-K filed March 24, 1999 and incorporated herein by
reference)
4.1 -- Form of Amended and Restated Limited Partner Warrant (filed as Exhibit 4.13 to Repligen
Corporation's Form S-4 Registration Statement No. 33-76830 and incorporated herein by
reference)
4.2 -- Financial Advisory Agreement by and between Repligen Corporation and Paramount Capital,
Inc., dated as of July 1, 1999 (filed as Exhibit 10.1 to the Company's Quarterly Report
on Form 10-Q filed November 15, 1999 and incorporated herein by reference)
+5 -- Legal Opinion of Testa, Hurwitz & Thibeault, LLP
23.1 -- Consent of Arthur Andersen LLP
23.2 -- Consent of Testa, Hurwitz & Thibeault, LLP (included in Exhibit 5)
+24 -- Power of Attorney
- ------------------------------------------------------------------------------------------------------------------
</TABLE>
* The Securities and Exchange Commission granted confidential treatment with
respect to certain portions of this exhibit.
+ 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:
II-2
<PAGE>
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represents a fundamental change in the information set forth in the registration
statement. Notwithstanding the foregoing, any increase or decrease in volume of
securities offered (if the total dollar value of securities offered would not
exceed that which was registered) and any deviation from the low or high and of
the estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than 20 percent change in the
maximum aggregate offering price set forth in the "Calculation of Registration
Fee" table in the effective registration statement;
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement.
(2) That, for the purpose of determining any liability under the Securities
Act of 1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial BONA
FIDE offering thereof.
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the registration statement shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial BONA FIDE offering thereof.
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 15 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
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 March 10, 2000.
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
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.
<TABLE>
<CAPTION>
NAME CAPACITY DATE
- ---- -------- ----
<S> <C> <C>
/s/ Walter C. Herlihy
- ----------------------------- President and Chief Executive Officer, March 10, 2000
Walter C. Herlihy Chief Financial Officer and Director
(principal executive, financial and
accounting officer)
/s/ Alexander Rich*
- ----------------------------- Co-Chairman of the Board of Directors March 10, 2000
Alexander Rich, M.D.
</TABLE>
II-4
<PAGE>
<TABLE>
<S> <C> <C>
/s/ Paul Schimmel*
- ----------------------------- Co-Chairman of the Board of Directors March 10, 2000
Paul Schimmel, Ph.D.
/s/ Robert J. Hennessey*
- ----------------------------- Director March 10, 2000
Robert J. Hennessey
/s/ G. William Miller*
- ----------------------------- Director March 10, 2000
G. William Miller
*By: /s/ Walter C. Herlihy
-----------------------
Walter C. Herlihy
Attorney-in-Fact
</TABLE>
II-5
<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) (filed as Exhibit 2.1 of the Company's Current Report on Form
8-K/A filed June 15, 1999 and incorporated herein by reference)
2.2 -- Common Stock Purchase Warrant issued by Repligen Corporation, dated as of March 9, 1999
(filed as Exhibit 2.2 of the Company's Current Report on Form 8-K/A filed June 15, 1999
and incorporated herein by reference)
2.3 -- Collateral Assignment of Patents by and among Repligen Corporation, Victoria A. Beck
and Autism Research Institute, dated as of March 9, 1999 (filed as Exhibit 2.3 of the
Company's Current Report on Form 8-K filed March 24, 1999 and incorporated herein by
reference)
4.1 -- Form of Amended and Restated Limited Partner Warrant (filed as Exhibit 4.13 to Repligen
Corporation's Form S-4 Registration Statement No. 33-76830 and incorporated herein by
reference)
4.2 -- Financial Advisory Agreement by and between Repligen Corporation and Paramount Capital,
Inc., dated as of July 1, 1999. (filed as Exhibit 10.1 to the Company's Quarterly
Report on Form 10-Q filed November 15, 1999 and incorporated herein by reference)
+5 -- Legal Opinion of Testa, Hurwitz & Thibeault, LLP
23.1 -- Consent of Arthur Andersen LLP
23.2 -- Consent of Testa, Hurwitz & Thibeault, LLP (included in Exhibit 5)
+24 -- Power of Attorney
- ------------------------------------------------------------------------------------------------------------------
</TABLE>
* The Securities and Exchange Commission granted confidential treatment with
respect to certain portions of this exhibit.
+ previously filed.
<PAGE>
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 this registration statement.
ARTHUR ANDERSEN LLP
Boston, Massachusetts
March 10, 2000
