0001193125-11-243413.txt : 20110908 0001193125-11-243413.hdr.sgml : 20110908 20110908154247 ACCESSION NUMBER: 0001193125-11-243413 CONFORMED SUBMISSION TYPE: 8-A12G/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20110908 DATE AS OF CHANGE: 20110908 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-A12G/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-14656 FILM NUMBER: 111081066 BUSINESS ADDRESS: STREET 1: 41 SEYON STREET STREET 2: BUILDING 1, SUITE 100 CITY: WALTHAM STATE: MA ZIP: 02453 BUSINESS PHONE: 7814499560 MAIL ADDRESS: STREET 1: 41 SEYON STREET STREET 2: BUILDING 1, SUITE 100 CITY: WALTHAM STATE: MA ZIP: 02453 8-A12G/A 1 d8a12ga.htm FORM 8-A/A Form 8-A/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-A/A

 

 

Amendment No. 1

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES

PURSUANT TO SECTION 12(b) OR (g) OF THE

SECURITIES EXCHANGE ACT OF 1934

REPLIGEN CORPORATION

 

(Exact name of registrant as specified in charter)

 

Delaware

  

0-14656

  

04-2729386

(State or Other Jurisdiction

of Incorporation)

   (Commission File Number)  

(IRS Employer

Identification No.)

41 Seyon Street, Bldg. 1, Suite 100, Waltham, MA                02453

(Address of Principal Executive Offices)        (Zip Code)

(781) 250-0111

(Registrant’s telephone number, including area code)

Securities to be registered pursuant to Section 12(b) of the Act:

 

Title of each class

to be so registered

  

Name of each exchange

on which each

class is to be registered

Series A Junior Participating Preferred Stock Purchase Rights   The NASDAQ Stock Market LLC

If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), check the following box.  x

If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), check the following box.  ¨

Securities Act registration statement file number to which this form relates (if applicable): N/A

Securities to be registered pursuant to Section 12(g) of the Act: None

Item 1. Description of Securities to be Registered

Item 1 of the Form 8-A dated March 4, 2003 filed by Repligen Corporation (the “Company”) is hereby amended by adding the following:

“On September 8, 2011, the Company entered into Amendment No. 1 (the “Amendment”) to the Rights Agreement, dated as of March 3, 2003, between the Company and American Stock Transfer & Trust Company, LLC, as Rights Agent (the “Rights Agreement”). The Amendment terminates the Rights Agreement by changing the Final Expiration Date thereof from March 3, 2013 to September 8, 2011. The foregoing summary of the Amendment is qualified in its entirety to the full text of the Amendment, which is filed as Exhibit 4.2 hereto and is incorporated by reference herein.”

Item 2. Exhibits.

 

  4.1 Rights Agreement, dated as of March 3, 2003, between Repligen Corporation and American Stock Transfer & Trust Company, LLC (filed as Exhibit 4.1 to Repligen Corporation’s Current Report on Form 8-K filed March 4, 2003 and incorporated herein by reference) (SEC File No. 000-14656).

 

  4.2 Amendment No. 1 to Rights Agreement between Repligen Corporation and American Stock Transfer & Trust Company, LLC dated as of September 8, 2011.

SIGNATURES

Pursuant to the requirements of the Section 12 of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

    REPLIGEN CORPORATION
Date: September 8, 2011     By:   /s/ Walter C. Herlihy
       

Walter C. Herlihy

President and Chief Executive Officer

EXHIBIT INDEX

 

Exhibit No.

   

Exhibit

4.1    Rights Agreement, dated as of March 3, 2003, between Repligen Corporation and American Stock Transfer & Trust Company, LLC (filed as Exhibit 4.1 to Repligen Corporation’s Current Report on Form 8-K filed March 4, 2003 and incorporated herein by reference) (SEC File No. 000-14656).
4.2    Amendment No. 1 to Rights Agreement between Repligen Corporation and American Stock Transfer & Trust Company, LLC dated as of September 8, 2011.
 EX-4.2 2 dex42.htm AMENDMENT NO. 1 TO RIGHTS AGREEMENT Amendment No. 1 to Rights Agreement

Exhibit 4.2

AMENDMENT NO. 1

TO

RIGHTS AGREEMENT

This Amendment No. 1 to the Rights Agreement (this “Amendment”) is entered into as of September 8, 2011, by and between Repligen Corporation, a Delaware corporation (the “Company”), and American Stock Transfer & Trust Company, LLC (the “Rights Agent”).

WITNESSETH:

WHEREAS, the Company is party to that certain Rights Agreement, dated as of March 3, 2003 (the “Rights Agreement”), with the Rights Agent. All capitalized terms used herein and not otherwise defined shall having the meanings ascribed to them in the Rights Agreement;

WHEREAS, pursuant to Section 27 of the Rights Agreement, the Company may and the Rights Agent shall, if the Company so directs, supplement or amend the Rights Agreement without the approval of any holders of certificates representing shares of Common Stock of the Company; and

WHEREAS, the Company now desires to amend the Rights Agreement as set forth in this Amendment and, pursuant to Section 27 of the Rights Agreement, the Company hereby directs that the Rights Agreement should be amended as set forth in this Amendment.

NOW THEREFORE, in consideration of the premises and the mutual agreements herein set forth, the parties hereto hereby agree as follows:

1. Amendment to Section 1. The definition of “Final Expiration Date” in Section 1 of the Rights Agreement is hereby amended and restated in its entirety to read as follows:

“‘Final Expiration Date’ shall mean September 8, 2011.”

2. Effectiveness. This Amendment shall be deemed effective as of the date first above written, as if executed on such date. Except as expressly set forth herein, this Amendment shall not by implication or otherwise alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Rights Agreement, all of which shall be otherwise unaffected.

3. Governing Law. This Amendment shall be deemed to be a contract made under the laws of the State of Delaware and for all purposes shall be governed by and construed in accordance with the laws of such state applicable to contracts to be made and performed entirely within such state.

4. Counterparts. This Amendment may be executed in any number of counterparts, which shall for all purposes be deemed an original, and all such counterparts together shall constitute but one and the same instrument. Originally executed counterparts may be delivered by facsimile or similar means of electronic transmission, including “PDF,” and any such delivery shall be valid for all purposes as delivery of a manual signature and equally admissible in any legal proceedings to which any party is a party.

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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the day and year first above written.

 

REPLIGEN CORPORATION.
By:   /s/ Walter C. Herlihy

Name:

Title:

  

Walter C. Herlihy

Chief Executive Officer

 

AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC, AS RIGHTS AGENT
By:   /s/ Isaac Kagan

Name:

Title:

  

Isaac Kagan

Vice President