<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 17, 2000
REGISTRATION NO. 333-95641
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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
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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)
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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. / /
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.
SUBJECT TO COMPLETION, DATED FEBRUARY 17, 2000
REPLIGEN CORPORATION
1,653,250 SHARES
COMMON STOCK
Repligen is offering 1,653,250 shares of its common stock, $.01 par
value per share, issuable upon exercise of warrants previously issued by
Repligen. Of these shares, Repligen Corporation is registering for resale 5,800
shares issuable upon exercise of the warrants held by PaineWebber Development
Corporation, the sales agent in the February 1992 private placement financing
transaction described below, and 399,000 shares issuable upon exercise of the
warrants held by PaineWebber R&D Partners III, L.P., a Delaware limited
partnership, of which PaineWebber Development is the sole general partner.
Repligen will not receive any proceeds from the resale of the shares of common
stock by PaineWebber Development Corporation or PaineWebber R&D Partners III,
L.P. 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 February 14, 2000 was $6.90625 per share.
Repligen is offering 1,653,250 shares of its common stock issuable upon
the exercise of certain warrants originally issued by it in February 1992 in a
private placement financing transaction to purchasers of units and to
PaineWebber Development Corporation, the sales agent for the units, and to
PaineWebber Development Corporation. Each unit consisted of a Class A limited
partnership interest in Repligen Clinical Partners, L.P. and a warrant to
purchase 2,900 shares of common stock of Repligen. Of the warrants originally
issued as part of the units, certain warrants were exchanged by the
warrantholders with Repligen in March 1994 pursuant to a registered exchange
offer to reduce the exercise price of these warrants. Repligen later modified
these warrants in March 1995 to reduce further the exercise price of such
warrants (the "Exchange Warrants"). The terms and conditions of the offer and
sale of the shares issuable upon exercise of the warrants are governed by the
provisions of the warrants as described under the caption "Description of
Warrants."
<TABLE>
<CAPTION>
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>
Exchange Warrants(1) 1,653,250 $2.50/$3.50-$8.00 $5,216,289-$13,226,000 -0- $30,000 $5,186,289-$13,196,000
</TABLE>
(1)The exercise price of the first 1,000 shares issuable upon
exercise of the Exchange Warrants is $2.50, and the remaining 1,900 shares
issuable upon exercise of the Exchange Warrants are exercisable at $3.50. The
exercise price for all of the shares subject to the Exchange Warrants will
increase to $8.00 per share on the date 90 days after Repligen notifies
warrantholders that the Nasdaq National Market closing price per share of the
common stock equaled or exceeded $12.00 per share for 20 out of 30
consecutive trading days.
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 February ___, 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.
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TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
<S> <C>
Repligen.................................................. 2
Risk Factors.............................................. 3
Legal Proceedings......................................... 6
Use of Proceeds........................................... 6
Selling Stockholders...................................... 6
Plan of Distribution...................................... 7
Dilution.................................................. 8
Description of the Warrants............................... 9
Legal Matters............................................. 13
Experts................................................... 13
Where You Can Find More Information....................... 13
</TABLE>
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<PAGE>
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, Repligen 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, Repligen made an upfront
payment upon execution of the agreement and, if the FDA approves the New Drug
Applications, the agreement obligates Repligen 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
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<PAGE>
licensees is the co-inventor of one or more of these patents and that the
patents issued to Bristol-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. Repligen owns 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.
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.
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
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<PAGE>
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.
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
-4-
<PAGE>
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.
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 MAY NOT BE 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. To date, no Y2K problems have been
detected by us and we are not aware of any problems with our suppliers or
collaborators.
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<PAGE>
LEGAL PROCEEDINGS
As referenced in our quarterly report on Form 10-Q for the period ending
June 30, 1999 on July 17, 1998, Repligen 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. Repligen 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 Repligen's inventorship claim. Repligen continues 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. Repligen's failure to obtain shared ownership rights in the
patents may restrict Repligen's ability to commercialize CTLA4-Ig.
USE OF PROCEEDS
If all of the warrants are exercised, the net proceeds to Repligen from the
exercise of the warrants (after deducting estimated expenses in connection with
this offering) would range from $5,186,289 to $13,196,000, depending on when the
warrants are exercised. Repligen intends to use the net proceeds, if any, from
the sale of the common stock offered hereby for research and development,
including ongoing development of Repligen's technologies, pre-clinical and
clinical testing, and other costs associated with Repligen's product development
programs, for capital expenditures, and for working capital and other general
purposes. Repligen is offering the shares of common stock issuable upon exercise
of the warrants and filing this registration statement related thereto in order
to fulfill its contractual obligations to the warrantholders to maintain an
effective registration statement during the time that the warrants are
outstanding and exercisable.
SELLING STOCKHOLDERS
The following table lists PaineWebber R&D Partners III, L.P. and PaineWebber
Development Corporation as the selling stockholders, the number of shares of
common stock of Repligen beneficially owned by the selling stockholders as of
February 14, 2000 and before this offering, and the maximum number of shares of
common stock of Repligen that the selling stockholders may offer and sell
pursuant to this prospectus. The selling stockholders may offer shares of common
stock of Repligen from time to time. Since the selling stockholders may sell
all, some or none of their 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 the selling stockholders will own upon completion of the offering
to which this prospectus relates.
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<PAGE>
<TABLE>
<CAPTION>
NUMBER OF SHARES
BENEFICIALLY OWNED BEFORE PERCENTAGE OF
OFFERING AND SHARES OWNED
OFFERED PURSUANT TO THIS BEFORE
SELLING STOCKHOLDERS PROSPECTUS OFFERING
-------------------- ---------- --------
<S> <C> <C>
PaineWebber R&D Partners III, L.P. 399,000 *
PaineWebber Development 5,800 *
Corporation (1)
</TABLE>
- ----------
* Less than 1% of the issued and outstanding shares of Repligen Corporation.
(1) Does not include 399,000 shares beneficially owned by PaineWebber R&D
Partners III, L.P., a Delaware limited partnership, of which PaineWebber
Development Corporation is the sole general partner. PaineWebber
Development Corporation holds sole voting and investment power over the
shares owned by PaineWebber R&D Partners, III L.P.
The selling stockholders may acquire their shares of common stock of Repligen
upon the exercise of the Exchange Warrants. For more information on the
Exchange Warrants, please see "Description of the Warrants." PaineWebber R&D
Partners III, L.P. is a limited partner of Repligen Clinical Partners, L.P.
and PaineWebber Development Corporation is the sole general partner of
Repligen Clinical Partners, L.P. In addition to being a limited partner in
Repligen Clinical Partners, PaineWebber representatives currently constitute
all of the three remaining directors on Repligen Development Corporation's
board of directors. Repligen Development Corporation is a wholly-owned
subsidiary of Repligen Corporation and was formed to act as the general
partner of Repligen Clinical Partners and, in March 1996, assumed
responsibility from Repligen to market the assets of Repligen Clinical
Partners. Repligen Development Corporation has resolved, subject to the
approval of the limited partners, to dissolve Repligen Clinical Partners.
Theodore Maione, the current President of Repligen Development Corporation,
is a former employee of Repligen Corporation and is receiving financial
compensation from PaineWebber to manage the assets, and for the marketing
effort and termination and liquidation activities of Repligen Clinical
Partners. PaineWebber Development Corporation and Repligen Development
Corporation will save approximately $30,000 per annum if Repligen Clinical
Partners is terminated. There have not been any other material relationships
involving either PaineWebber R&D Partners III, L.P. or PaineWebber
Development Corporation and Repligen over the last three years.
The selling stockholders represented to Repligen that they were acquiring of
the warrants for their 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.
PLAN OF DISTRIBUTION
The shares of common stock of Repligen 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 common stock of Repligen upon
the exercise of the Exchange Warrants. Repligen
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<PAGE>
will pay the expenses incurred in connection with the registration of the shares
of common stock of Repligen, 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 the sale of the shares of common stock of
Repligen. Repligen 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 common stock of Repligen by the selling
stockholders is not subject to any underwriting agreement. The shares of common
stock of Repligen 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 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 selling
stockholders may sell their shares of common stock of Repligen covered by this
prospectus through customary brokerage channels, either through broker-dealers
acting as agents or brokers, or through broker-dealers acting as principals, who
may then resell the shares of common stock of Repligen, or at private sale or
otherwise, at market prices prevailing at the time of sale, at prices related to
such prevailing market prices or at negotiated prices. The selling stockholders
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 selling
stockholders 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 selling
stockholders 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 selling stockholders are not restricted as to the price or prices
at which they may sell their 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.
DILUTION
The net tangible book value of Repligen, 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.
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<PAGE>
After giving effect to the sale by Repligen of the 1,653,250 shares of
common stock being offered hereby (assuming the exercise of all of the warrants)
at an assumed exercise price of $2.50 and $3.50 per share for the Exchange
Warrants, our pro forma net tangible book value as of December 31, 1999, would
have been $15.9 million or $.66 per share. This represents an immediate increase
in pro forma net tangible book value of $.18 per share to existing stockholders
and an immediate dilution of $1.84 to $2.84 per share to new investors. The
following table illustrates this per share dilution:
Assumed exercise price per share:
<TABLE>
<S> <C> <C>
Exchange Warrants exercisable for 570,086 shares ........... $2.50
Exchange Warrants exercisable for 1,083,164 shares ......... 3.50
Net tangible book value per share at December 31, 1999 ..... $ .48
Increase per share attributable to new investors ........... .18
-----
Pro forma net tangible book value per share after this offering . .66
-----
Dilution per share to new investors
Holders of Exchange Warrants exercisable for $2.50 per share............ $1.84
Holders of Exchange Warrants exercisable for $3.50 per share............ $2.84
</TABLE>
Alternatively, if the warrants are adjusted such that the exercise
price becomes $8.00 per share for the Exchange 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 warrants) at such exercise prices, our pro
forma net tangible book value as of December 31, 1999, would have been $24.0
million or $1.00 per share. This represents an immediate increase in pro forma
net tangible book value of $.52 per share to existing stockholders and an
immediate dilution of $7.00 per share to new investors. The following table
illustrates this per share dilution:
Assumed exercise price per share:
<TABLE>
<S> <C> <C>
Exchange Warrants exercisable for 1,653,250 shares ........... $8.00
Net tangible book value per share at December 31, 1999 ....... $ .48
Increase per share attributable to new investors ............. .52
-----
Pro forma net tangible book value per share after this offering.... 1.00
-----
Dilution per share to new investors
Holders of Exchange Warrants exercisable for $8.00 per share.. $7.00
</TABLE>
DESCRIPTION OF THE WARRANTS
In connection with the initial capitalization of Repligen Clinical
Partners, L.P. a Delaware limited partnership in February 1992, Repligen issued
to certain purchasers and PaineWebber
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<PAGE>
Development Corporation, the sales agent related thereto, and PaineWebber R&D
Partners III, L.P., of which PaineWebber Development Corporation is the sole
general partner, units in Repligen Clinical Partners. PaineWebber Development
Corporation is the sole general partner of 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, Repligen offered to the holders of Original Warrants the
opportunity to exchange their Original Warrants for newly issued warrants (the
"Exchange Warrants") pursuant to a publicly registered exchange offer. Each
holder of an Original Warrant was free to accept or reject the exchange offer.
Many warrantholders holding warrants to purchase shares of Repligen 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 (the "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, the exercise price under the Exchange Warrants was reduced to $9.00
(from $22.73) per share, subject to increase to $14.00 per share on the date 90
days after Repligen notifies the warrantholders holding the Exchange Warrants
that the closing price of Repligen common stock equaled or exceeded $18.00 per
share for 20 out of 30 consecutive trading days. The exercise period under the
Exchange Warrants was also extended 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, Repligen subsequently offered to the warrantholders an
opportunity to modify the Exchange Warrants that remained outstanding. With
respect to each holder of an outstanding 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.
With respect to the Exchange Warrants being modified in March 1995, the
exercise price of the first 1,000 shares of Repligen common stock issuable upon
exercise thereof was reduced from $9.00 per share to $2.50 per share, and the
exercise price for the remaining 1,900 shares of Repligen common stock issuable
upon exercise thereof was reduced from $9.00 per share to $3.50 per share. The
exercise price of the modified Exchange Warrants was subject to increase to
$8.00 per share on the date 90 days after Repligen notifies holders thereof that
the closing price of Repligen common stock equaled or exceeded $12.00 per share
for 20 out of 30 consecutive trading days. Lastly, Repligen further modified the
Exchange Warrants by extending
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<PAGE>
the expiration period for the Exchange Warrants by one year, to March 31, 2001.
The proposed modifications did not include further reductions in any royalty
rates payable by Repligen.
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 common stock. Repligen will not issue
fractional shares upon exercise of the warrants. Instead Repligen will pay to
the holder a cash adjustment equal to the amount of fractional shares 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 warrant hereunder shall have the right, upon
subsequent exercise of such warrant, 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 warrants will be appropriately adjusted. The
warrants do not confer upon the warrantholders any rights as stockholders of
Repligen.
As of December 1, 1999, modified Exchange Warrants to purchase 1,653,250
shares of Repligen common stock were issued and outstanding and such warrants
will expire on March 31, 2001.
Repligen 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), Repligen is filing this registration statement to
register the issuance of shares of common stock upon exercise of the modified
Exchange Warrants in compliance with its contractual obligations to the
warrantholders to maintain an effective registration statement during the period
the warrants are outstanding and exercisable.
WARRANT EXERCISE PROCEDURE
Repligen has 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 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 warrant ("the Warrant Certificate"). The
warrantholder must specify the number of shares being purchased and the exercise
payment being remitted. The warrantholder must sign the
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<PAGE>
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 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 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.
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<PAGE>
LEGAL MATTERS
The validity of the shares of common stock of Repligen offered hereby will
be passed upon for Repligen by Testa, Hurwitz & Thibeault, LLP, Boston,
Massachusetts.
EXPERTS
The financial statements incorporated by reference in this prospectus and
elsewhere in the registration statement to the extent and for the periods
indicated in their reports have been audited by Arthur Andersen LLP,
independent public accountants, with respect thereto, and are included herein
in reliance upon the authority of said firm as experts in auditing and
accounting.
WHERE YOU CAN FIND MORE INFORMATION
Repligen files annual, quarterly and special reports, proxy statements and
other information with the SEC. You may read and copy any document we file with
the SEC at the SEC's public reference room at 450 Fifth Street, N.W.,
Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further
information on operation of the public reference room. Our SEC filings are also
available to the public from the SEC's website at "http://www.sec.gov." Our
website is located at "http://www.repligen.com." Information contained on our
website is not part of this prospectus.
The SEC allows Repligen to "incorporate by reference" the information we
file with them, which means that we can disclose important information to you by
referring you to those documents. The information incorporated by reference is
considered to be part of this prospectus, and information that we file later
with the SEC will automatically update and supersede this information. Repligen
incorporates by reference the documents listed below and any future filings we
will make with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Exchange
Act (File No. 000-14656):
1. Annual report on Form 10-K for the year ended March 31, 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.
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<PAGE>
You may request a copy of these filings, at no cost, by writing or
telephoning our Chief Financial Officer at the following address: Repligen
Corporation, 117 Fourth Avenue Needham, MA 02494 (781) 449-9560.
This prospectus is part of a registration statement we filed with the SEC.
You should rely only on the information or representations provided in this
prospectus. We have authorized no one to provide you with different information.
We are not making an offer of these securities in any state where the offer is
not permitted. You should not assume that the information in this prospectus is
accurate as of any date other than the date on the front of the document.
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<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following table sets forth an estimate (other than with respect to the
Registration Fee) 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.............$ 4,799.30
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......................................................$ 6,200.70
----------
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>
4.1 Form of Modified Limited Partner Warrant, dated as of
February 28, 1992 (referred to as the Modified Original
Warrant) (filed as Exhibit 4.3 to Repligen Corporation's
Annual Report on Form 10-K for the year ended March 31,
1998 and incorporated herein by reference).
*4.2 Form of Amended, Modified and Restated Warrant (referred
to as the Exchange Warrant).
*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>
- ----------
+ filed herewith
* 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;
II-2
<PAGE>
(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.
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<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this 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 February 17, 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, February 17 2000
- --------------------- Chief Financial Officer and Director
Walter C. Herlihy (principal executive, financial and
accounting officer)
/s/ Alexander Rich, M.D.* Co-Chairman of the Board of Directors February 17, 2000
- -------------------------
Alexander Rich, M.D.
/s/ Paul Schimmel, PH.D.* Co-Chairman of the Board of Directors February 17, 2000
- -------------------------
Paul Schimmel, Ph.D.
/s/ Robert J. Hennessey* Director February 17, 2000
- ------------------------
Robert J. Hennessey
/s/ G. William Miller* Director February 17, 2000
- ----------------------
G. William Miller
*By: /s/ Walter C. Herlihy
----------------------
Walter C. Herlihy
Attorney-in-Fact
</TABLE>
II-4
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit No. Item and Reference
- ----------- ------------------
<S> <C>
4.1 Form of Modified Limited Partner Warrant, dated as of
February 28, 1992 (referred to as the Modified Original
Warrant) (filed as Exhibit 4.3 to Repligen Corporation's
Annual Report on Form 10-K for the year ended March 31,
1998 and incorporated herein by reference).
*4.2 Form of Amended, Modified and Restated Warrant (referred
to as the Exchange Warrant).
*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>
- ----------
+ filed herewith
* 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
February 14, 2000
