-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, K45FT8ihjtnlj9oEXYtl+z0mHb2K++ectRSVKBO8JMHisPBMdm7io8iIA4VPshIp b0JMav3+BTPyvXbfy35mZw== 0001005477-98-000005.txt : 19980105 0001005477-98-000005.hdr.sgml : 19980105 ACCESSION NUMBER: 0001005477-98-000005 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19971231 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19980102 SROS: NYSE 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: 8-K SEC ACT: SEC FILE NUMBER: 000-14656 FILM NUMBER: 98500146 BUSINESS ADDRESS: STREET 1: 117 FOURTH AVE CITY: NEEDHAM STATE: MA ZIP: 02194 BUSINESS PHONE: 6174499560 MAIL ADDRESS: STREET 1: 117 FOURTH AVE CITY: NEEDHAM STATE: MA ZIP: 02194 8-K 1 FORM 8-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): December 31, 1997 Repligen Corporation (Exact name of registrant as specified in its charter) Delaware 0-14656 04-2729386 (State or other jurisdiction (Commission file number) (I.R.S. Employer of incorporation) Identification No.) 117 Fourth Avenue Needham, Massachusetts 02194 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (781)449-9560 ITEM 5. OTHER EVENTS On December 31, 1997, the Registrant publicly disseminated a press release announcing a $2.0 million investment in the Company by Biotechnology Value Fund, L.P. and affiliates ("BVF") of San Francisco and Four Partners, L.P. of New York. The investment involves the sale of common stock and warrants. The press release announcing the investment is incorporated herein by reference and filed as Exhibit 99 hereto. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS (c) Exhibits. Exhibit 99 The Registrant's Press Release dated December 31, 1997. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Repligen Corporation (Registrant) Date: January 2, 1998 By: /S/ Walter C. Herlihy -------------------------- Chief Executive Officer Signing on behalf of the Registrant and as Principal Financial and Accounting Officer EXHIBIT INDEX Exhibit Number Description Sequential Page Number 99 The Registrant's Press Release 5 dated December 31, 1997 EX-99 2 PRESS RELEASE CONTACT: Walter C. Herlihy, Ph.D. President and Chief Executive Officer (781) 449-9560, ext. 2000 RELEASE: IMMEDIATE Repligen Announces $2 Million Private Placement Biotechnology Value Fund Invests in Company Needham, MA --December 31, 1997 -- Repligen Corporation (Nasdaq: RGEN) today announced a $2.0 million investment in the Company by Biotechnology Value Fund, L.P. and affiliates (BVF) of San Francisco and Four Partners of New York. The investment involves the sale of 2 million shares of common stock and warrants to purchase an additional 750,000 shares of common stock at $1.50 per share. "This investment will enable the Company to accelerate the development of our growth factor antagonists and expand our screening to additional targets," said Walter C. Herlihy, Ph.D., President and CEO of Repligen. "In addition, we plan to increase our efforts to synthesize combinatorial chemical libraries suitable for the discovery of inhibitors of clinically important protein-protein interactions." Mark Lampert, President of BVF, Inc. stated, "Repligen has developed a unique set of drug discovery technologies which have now been validated by the identification of active lead compounds. We believe that the Company's technology combined with strong corporate partners and low burn rate make this an attractive investment." Following this investment the Company's cash position is approximately $5,000,000. The Company expects to report an operating loss of approximately $500,000 for the nine month period ended 12/31/97. Repligen develops high throughput screens to identify inhibitors of important protein-protein and protein-carbohydrate interactions. These assays include its Glyceptor(TM) screens for identification of inhibitors of protein-heparan sulfate interactions and assays based on interaction of signaling proteins with their receptors. The Company is also developing a combinatorial chemical technology for the production of synthetic compounds with the complexity of natural products which may provide a richer source of leads for its targets than conventional libraries. Its corporate headquarters are located at 117 Fourth Avenue, Needham, MA 02194. Additional information may be obtained from www.repligen.com. This press release contains forward-looking statements based on current management expectations. There are certain key factors which could cause future results to differ materially from those anticipated by management. Such factors include, but are not limited to: the Company's ability to continue to establish collaborative arrangements with third parties; the Company's ability to maintain financial stability; the technical risks associated with development of new products; the fact that there can be no assurances that patents relating to the Company's potential products will afford adequate protection to the Company; the risks of technological change and competition; and the competitive environment of the biotechnology and pharmaceutical industries. These factors are more fully discussed in the Company's periodic filings with the Securities and Exchange Commission. #### -----END PRIVACY-ENHANCED MESSAGE-----