0000950138-95-000189.txt : 19950821 0000950138-95-000189.hdr.sgml : 19950821 ACCESSION NUMBER: 0000950138-95-000189 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19950331 FILED AS OF DATE: 19950818 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: REPLIGEN CORP CENTRAL INDEX KEY: 0000730272 STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836] IRS NUMBER: 042729386 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 10-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-14656 FILM NUMBER: 95565176 BUSINESS ADDRESS: STREET 1: ONE KENDELL SQ STE 700 CITY: CAMBRIDGE STATE: MA ZIP: 02139 BUSINESS PHONE: 6172256000 10-K/A 1 1 =============================================================================== SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended March 31, 1995 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to ----------------- ----------------- Commission file number: 0-21700 REPLIGEN CORPORATION ------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Delaware 04-2729386 -------------------------------------------- --------------------------------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) One Kendall Square, Cambridge, Massachusetts 02139 -------------------------------------------- --------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: 617-225-6000 Securities registered pursuant to Section 12(b) of the Act: Name of each exchange Title of each class on which registered -------------------------------------------- --------------------------------- None None Securities registered pursuant to Section 12(g) of the Act: Common stock, $0.01 per share ------------------------------------------------------------------------------- (Title of Class) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No . --- --- 2 Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ---------- State the aggregate market value of the voting stock held by non-affiliates of the registrant. The approximate aggregate market value, computed by reference to the closing sale price of such stock quoted on NASDAQ on June 15, 1995 was approximately $ 35,517,544. Indicate the number of shares outstanding of each of the registrant's classes of common stock as of June 15, 1995: 15,358,938. =============================================================================== 3 PART IV Item 14: EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K Item 14(a) The following documents are filed as part of this Annual Report on Form 10-K: Item 14(a)(1) Financial Statements: See "Index to Financial Statement and Supplementary Data " in Item 8. Item 14(a)(2) Financial Statement Schedules: 1. Schedule II - Valuation and Qualifying Accounts Other financial statement schedules have not been included because they are not applicable or the information is included in financial statements or notes thereto. Item 14(a)(3) Exhibits. The following is a list of exhibits filed as part of this Annual Report on Form 10-K: 3. Articles of Incorporation and By-laws 3.1 -- Restated Certificate of Incorporation, dated June 30, 1992 and filed July 13, 1992 (filed as Exhibit 4.12 to Repligen Corporation's Annual Report on Form 10-K for the year ended March 31, 1993 and incorporated herein by reference). 3.2 -- By-laws (filed as Exhibit 3.4 to Repligen Corporation's Form S-1 Registration Statement No. 33-3959 and incorporated herein by reference). 4. Instruments Defining the Rights of Security Holders 4.1 -- Stockholder Agreement, dated May 29, 1981, among Dr. Alexander Rich, Dr. Paul Schimmel, and Dr. William M. Jackson and Repligen Corporation (filed as Exhibit 4.1 to Repligen Corporation's Form S-1 Registration Statement No. 33-3959 and incorporated herein by reference). 4.2 -- Specimen Stock Certificate (filed as Exhibit 4.2 to Repligen Corporation's Form S-1 Registration Statement No. 33-3959 and incorporated herein by reference). 4.3 -- Form of Subscription Documents for Series A Preferred Stock (filed as Exhibit 4.3 to Repligen Corporation's Form S-1 Registration Statement No. 33-3959 and incorporated herein by reference). 4.4 -- Form of Subscription Documents for Series B Preferred Stock (filed as Exhibit 4.4 to Repligen Corporation's Form S-1 Registration Statement No. 33-3959 and incorporated herein by reference). 4 4.5 -- Common Stock Purchase Agreement, dated May 21, 1985, between The Gillette Company and Repligen Corporation (filed as Exhibit 4.5 to Repligen Corporation's Form S-1 Registration Statement No. 33-3959 and incorporated herein by reference). 4.6 -- Common Stock Purchase Agreement, dated July 10, 1985, between Tiedemanns and Repligen Corporation (filed as Exhibit 4.6 to Repligen Corporation's Form S-1 Registration Statement No. 33- 3959 and incorporated herein by reference). 4.7 -- Purchase and Option Agreement dated as of March 31, 1987 between Centocor, Inc. and Repligen Corporation (filed as an Exhibit to Repligen Corporation's Form 8-K filed June 5, 1987 and incorporated herein by reference). 4.8 -- Form of Limited Partner Warrant, dated as of February 28, 1992 (filed as Exhibit 4.9 to Repligen Corporation's Annual Report on Form 10-K for the year ended March 31, 1992 and incorporated herein by reference). 4.9 -- Form of Class B Limited Partner Warrant, dated as of February 28, 1992 (filed as Exhibit 4.10 to Repligen Corporation's Annual Report on Form 10-K for the year ended March 31, 1992 and incorporated herein by reference). 4.10 -- Form of Incentive Warrant, dated as of February 28, 1992 (filed as Exhibit 4.11 to Repligen Corporation's Annual Report on Form 10-K for the year ended March 31, 1992 and incorporated herein by reference). 4.11 -- Form of Fund Warrant, dated as of February 28, 1992 (filed as Exhibit 4.12 to Repligen Corporation's Annual Report on Form 10- K for the year ended March 31, 1992 and incorporated herein by reference). 4.12 -- The 1992 Repligen Corporation Stock Option Plan (filed as Exhibit 4.12 to Repligen Corporation's Annual Report on Form 10- K for the year ended March 31, 1993 and incorporated herein by reference). 10. Material Contracts 10.1 -- License Agreement, dated December 2, 1980, between the Trustees of Leland Stanford Junior University and Repligen Corporation (filed as Exhibit 10.1 to Repligen Corporation's Form S-1 Registration Statement No. 33-3959 and incorporated herein by reference). 10.2 -- Biological Supply Agreement, dated November 26, 1985, between Applied ImmuneSciences, Inc. and Repligen Corporation, with schedules (filed as Exhibit 10.5 to Repligen Corporation's Form S-1 Registration Statement No. 33-3959 and incorporated herein by reference). 5 10.3 -- Lease, dated August 15, 1984, between Robert A. Jones, K. George Najarian and David E. Clem, Trustees of Old Kendall Realty Trust and Repligen Corporation relating to premises located at One Kendall Square in Cambridge, Massachusetts (filed as Exhibit 10.6 to Repligen Corporation's Form S-1 Registration Statement No. 33-3959 and incorporated herein by reference). 10.4 -- Letter, dated December 30, 1985, from The First National Bank of Boston to Repligen Corporation establishing a $4,000,000 line of credit (filed as Exhibit 10.11 to Repligen Corporation's Form S-1 Registration Statement No. 33-3959 and incorporated herein by reference). 10.5 -- Consulting Agreement, dated October 1, 1981, between Dr. Paul Schimmel and Repligen Corporation (filed as Exhibit 10.14 to Repligen Corporation's Form S-1 Registration Statement No. 33- 3959 and incorporated herein by reference). 10.6 -- Consulting Agreement, dated November 1, 1981, between Dr. Alexander Rich and Repligen Corporation (filed as Exhibit 10.15 to Repligen Corporation's Form S-1 Registration Statement No. 33-3959 and incorporated herein by reference). 10.7 -- Purchase and Option Agreement, as amended, dated March 31, 1987, and Transfer, License and Collaborative Research Agreement, dated March 31, 1987, both between Centocor, Inc. and Repligen Corporation, (filed as an Exhibit to Repligen Corporation's Form 8-K filed April 21, 1987 and incorporated herein by reference). 10.8 -- Research Collaboration and License Agreement, dated May 26, 1987, between Merck & Co., Inc. and Repligen Corporation (filed as an Exhibit to Repligen Corporation's Form 8-K filed June 5, 1987 and incorporated herein by reference). 10.9 -- Supply Agreement, dated May 26, 1987, between Merck and Co., Inc. and Repligen Corporation (filed as an Exhibit to Repligen Corporation's Form 10-K filed June 29, 1987 and incorporated herein by reference). 10.10 -- Letter, dated May 27, 1987, from The First National Bank of Boston to Repligen Corporation regarding a $4,000,000 line of credit (filed as an Exhibit to Repligen Corporation's Annual Report on Form 10-K filed June 29, 1987 and incorporated herein by reference). 10.11 -- Amendment Agreement No. 6, dated April 1, 1989, between Centocor, Inc. and Repligen Corporation (filed as Exhibit 10.20 to Repligen Corporation's Form 10-K Annual Report for the year ended December 31, 1988, between Centocor, Inc. and Repligen Corporation and incorporated herein by reference). 10.12 -- National Institute of Allergy and Infectious Diseases grant no. [SRC (91)] 1-U01-AID28243-01 dated March 22, 1989 (filed as Exhibit 10.19 to Repligen Corporation's Annual Report on Form 10-K for the year ended March 31, 1990 and incorporated herein by reference). 6 10.13 -- Lease Modification, dated January 6, 1989, among Robert A. Jones, K. George Najarian and David E. Clem, Trustees of Old Kendall Realty Trust and Repligen Corporation relating to premises located at One Kendall Square in Cambridge, Massachusetts (filed as Exhibit 10.23 to Repligen Corporation's Form 10-K Annual Report for the year ended December 31, 1988, and incorporated herein by reference). 10.14 -- Purchase Agreement, dated October 2, 1989, between various selling shareholders of Repligen Corporation (filed as Exhibit 28.1 to Repligen Corporation's Form S-3 Registration Statement No. 33-31705 and incorporated herein by reference). 10.15 -- Sublicense Agreement, dated as of March 30, 1990, among Repligen Corporation and Cambridge BioScience Corporation (filed as Exhibit 10.24 to Repligen Corporation's Annual Report on Form 10-K for the year ended March 31, 1990 and incorporated herein by reference). 10.16 -- Amendment Agreement No. 7, dated March 31, 1990, between Centocor, Inc. and Repligen Corporation (filed as Exhibit 10.25 to Repligen Corporation's Annual Report on Form 10-K for the year ended March 31, 1990 and incorporated herein by reference). 10.17 -- Employment Agreement, dated August 28, 1986, between Sandford D. Smith and Repligen Corporation (filed as Exhibit 10.26 to Repligen Corporation's Annual Report on Form 10-K for the year ended March 31, 1990 and incorporated herein by reference). 10.18 -- License Agreement, dated November 14, 1990, between the Regents of the University of Michigan and Repligen Corporation (filed as Exhibit 10.27 to Repligen Corporation's Annual Report on Form 10-K for the year ended March 31, 1991 and incorporated herein by reference). 10.19 -- Agreement and Plan of Merger, dated as of September 30, 1991, by and among Repligen Corporation, AI Acquisition Corp. and Amira, Inc. (filed as Exhibit 2.1 to Repligen Corporation's Form 8-K filed December 3, 1991 and incorporated herein by reference). 10.20 -- Amendment No. 1 to Agreement and Plan of Merger, dated as of October 29, 1991, by and among Repligen Corporation, AI Acquisition Corp. and Amira, Inc. (filed as Exhibit 2.2 to Repligen Corporation's Form 8-K filed December 3, 1991 and incorporated herein by reference). 10.21 -- Reacquisition Agreement, dated January 27, 1992, between Repligen Corporation and Merck & Co., Inc. (filed as Exhibit 10.28 to Repligen Corporation's Annual Report on Form 10-K for the year ended March 31, 1992 and incorporated herein by reference). 10.22 -- Product Development Agreement, dated as of February 2, 1992, between Repligen Corporation and Repligen Clinical Partners, L.P. (filed as Exhibit 10.29 to Repligen Corporation's Annual Report on Form 10-K for the year ended March 31, 1992 and incorporated herein by reference). 7 10.23 -- Purchase Agreement, dated February 2, 1992, between Repligen Corporation and each of the Limited Partners from time to time of Repligen Clinical Partners, L.P. (filed as Exhibit 10.30 to Repligen Corporation's Annual Report on Form 10-K for the year ended March 31, 1992 and incorporated herein by reference). 10.24 -- Asset Purchase Agreement, dated as of May 14, 1992, by and among Repligen Corporation, Abbott Biotech, Inc. and Abbott Laboratories (filed as Exhibit 10.1 to Repligen Corporation's Form 8-K filed May 29, 1992 and incorporated herein by reference). 10.25 -- Lease, dated May 14, 1992, between Repligen Corporation and Damon Clinical Laboratories, Inc. (filed as Exhibit 10.32 to Repligen Corporation's Annual Report on Form 10-K for the year ended March 31, 1992 and incorporated herein by reference). 10.26 -- Research, Collaboration and License Agreement, dated as of May 16, 1992, by and between Repligen Corporation and Eli Lilly and Company (filed as Exhibit 10.33 to Repligen Corporation's Annual Report on Form 10-K for the year ended March 31, 1992 and incorporated herein by reference). 10.27 -- Supply Agreement, dated as of May 15, 1992, by and between Repligen Corporation and Eli Lilly and Company (filed as Exhibit 10.34 to Repligen Corporation's Annual Report on Form 10-K for the year ended March 31, 1992 and incorporated herein by reference). 10.28 -- Stock Purchase Agreement, dated as of May 15, 1992, by and between Repligen Corporation and Eli Lilly and Company (filed as Exhibit 10.35 to Repligen Corporation's Annual Report on Form 10-K for the year ended March 31, 1992 and incorporated herein by reference). 10.29 -- License Agreement, dated as of July 9, 1991, by and between Repligen Corporation and the Trustees of Boston University (filed as Exhibit 10.36 to Repligen Corporation's Annual Report on Form 10-K for the year ended March 31, 1992 and incorporated herein by reference). 10.30 -- License Agreement, dated as of September 1, 1991, by and between Repligen Corporation and Kabi Pharmacia AB (filed as Exhibit 10.37 to Repligen Corporation's Annual Report on Form 10-K for the year ended March 31, 1992 and incorporated herein by reference). 10.31 -- Master Lease Agreement, dated as of October 30, 1992, between Comdisco Inc. and Repligen Corporation (filed as Exhibit 10.31 to Repligen Corporation's Annual Report on Form 10-K for the year ended March 31, 1993 and incorporated herein by reference). 10.32 -- Equipment Lease Agreement, dated December 31, 1992, between General Electric Capital Corporation and Repligen Corporation (filed as Exhibit 10.32 to Repligen Corporation's Annual Report on Form 10-K for the year ended March 31, 1993 and incorporated herein by reference). 8 10.33 -- Stock Purchase Agreement, dated December 31, 1992, between Repligen Corporation, Sandoz Ltd., Sandoz Chemicals Corporation, Sandoz Pharma Ltd. and Repligen Sandoz Research Corporation (filed as Exhibit 10.33 to Repligen Corporation's Annual Report on Form 10-K for the year ended March 31, 1993 and incorporated herein by reference). 10.34 -- Building Lease, dated April 15, 1993, among Robert A. Jones, K. George Najarian and David E. Clem, Trustees of Old Cambridge Realty Trust and Repligen Corporation, relating to premises located at One Kendall Square, Building 200, in Cambridge, Massachusetts (filed as Exhibit 10.34 to Repligen Corporation's Annual Report on Form 10-K for the year ended March 31, 1993 and incorporated herein by reference). 10.35 -- Letter Agreement, dated April 30, 1993, between Merck and Co., and Repligen Corporation, concerning Research Collaboration and License Agreement and Supply Agreement both dated as of May 26, 1987 (filed as Exhibit 10.35 to Repligen Corporation's Annual Report on Form 10-K for the year ended March 31, 1993 and incorporated herein by reference). 10.36 -- Term Loan Agreement, dated March 31, 1993, among Repligen Corporation and Amira, Inc., as Borrowers and the First National Bank of Boston (filed as Exhibit 10.36 to Repligen Corporation's Annual Report on Form 10-K for the year ended March 31, 1993 and incorporated herein by reference). 10.37 -- Building Lease, dated July 10, 1992, between Trustees of the Cambridge East Trust and Amira, Inc., relating to 79 and 83 Rogers Street, Cambridge, Massachusetts (filed as Exhibit 10.37 to Repligen Corporation's Annual Report on Form 10-K for the year ended March 31, 1993 and incorporated herein by reference). 10.38 -- Licensing Agreement, dated July 20, 1993, between Repligen Corporation and the Dana-Farber Cancer Institute, Inc. (filed as Exhibit 10.38 to Repligen Corporation's Form S-3 Registration Statement No. 33-72078 and incorporated herein by reference). 10.39 -- Development and License Agreement, dated as of March 1, 1995, between Repligen Corporation and Eli Lilly and Company (omitting schedules and exhibits) (filed as Exhibit 10.39 to Repligen Corporation's Annual Report on Form 10-K for the year ended March 31, 1995 and incorporated herein by reference). Confidential treatment requested. Portions of this document have been omitted by blocking out the relevant text pursuant to an Application for Confidential Treatment. Such blocked out omissions have been filed separately with the Securities and Exchange Commission. The Registrant shall furnish all omitted schedules and exhibits to this document upon the request of the Securities and Exchange Commission. 10.40 -- Employment Agreement dated November 18, 1994 between Repligen Corporation and Dr. Leslie Hudson (filed as Exhibit 10.40 to Repligen Corporation's Annual Report on Form 10-K for the year ended March 31, 1995 and incorporated herein by reference). 9 10.41 -- Employment Agreement dated May 8, 1992 between Repligen Corporation and Avery W. Catlin (filed as Exhibit 10.41 to Repligen Corporation's Annual Report on Form 10-K for the year ended March 31, 1995 and incorporated herein by reference). 22 -- Subsidiaries of Repligen Corporation (filed as Exhibit 22 to Repligen Corporation's Form S-3 Registration Statement No. 33- 72078 and incorporated herein by reference). 23 -- Consent of Independent Public Accountants. 27 -- Financial Data Schedule Item 14(b) Reports on Form 8-K. No Current Reports on Form 8-K were filed by the Company during the last quarter of the period covered by this report. 10 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this amended report to be signed on its behalf by the undersigned, thereunto duly authorized. REPLIGEN CORPORATION By: /s/ Sandford D. Smith --------------------------------- Sandford D. Smith, President and Chief Executive Officer Date: August 17, 1995 11 EXHIBIT INDEX ------------- ITEM DESCRIPTION ---- ------------------------------------------------------------------------- 27 Financial Data Schedule EX-27 2
5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FORM THE FINANCIAL STATEMENTS FOR REPLIGEN CORPORATION AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 0000730272 REPLIGEN CORPORATION 1 YEAR MAR-31-1995 APR-01-1994 MAR-31-1995 13,821,387 1,480,712 1,986,902 (300,000) 1,213,379 24,823,938 20,296,538 (15,312,326) 31,329,953 15,753,569 0 153,570 0 0 15,422,814 31,329,953 3,884,642 16,942,315 1,535,026 32,546,919 16,345,713 440,031 0 (31,950,317) 0 (31,950,317) 0 0 0 (31,950,317) (2.08) (2.08)