8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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): November 13, 2013

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)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On November 13, 2013, Earl Webb Henry, M.D., informed the Board of Directors (“Board”) of Repligen Corporation (the “Company”) that he was resigning from his position as a member of the Board as of December 31, 2013. Dr. Henry’s resignation is not the result of any disagreement with the Board or with the Company’s management.

On November 15, 2013, John G. Cox was elected to the Board. Mr. Cox currently serves as the Executive Vice President of Pharmaceutical Operations & Technology for Biogen Idec Inc.

Mr. Cox will receive cash and equity compensation pursuant to the Company’s non-employee director compensation policy as set forth in the Company’s Amended and Restated Director Compensation Policy (the “Director Compensation Policy”). Pursuant to the terms of the Director Compensation Policy, Mr. Cox received an option to purchase 24,000 shares of Common Stock on the date he joined the Board (the “Initial Board Option”). The Initial Board Option vests equally over a three-year period from the date of grant. The Initial Board Option has a term of ten years, subject to early termination in the event of death, removal or resignation from the Board. The Initial Board Option has an exercise price equal to the fair market value of the stock on the date the Initial Board Option is granted. In addition, under the Director Compensation Policy, each non-employee director receives an annual retainer for service on the Board and committees of the Board, and except in the year following a non-employee director’s first election to the Board by the stockholders, each non-employee director reelected to the Board by the stockholders is awarded annually restricted stock units.

In connection with Mr. Cox’s appointment to the Board, he has been named to the Audit Committee of the Board.

There are no arrangements or understandings between Mr. Cox and any other persons pursuant to which Mr. Cox was selected as a director. There have been no transactions since the beginning of the Company’s last fiscal year, or any currently proposed transaction, in which the Company was or is to be a participant, in which the amount involved exceeds $120,000, and in which Mr. Cox had, or will have, a direct or indirect material interest.

The Company has issued a press release announcing Mr. Cox’s election to the Board, and Dr. Henry’s resignation from the Board, and has attached a copy of such press release as Exhibit 99.1 hereto.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

99.1 Press Release by Repligen Corporation, November 19, 2013.

SIGNATURES

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
Date: November 19, 2013	By:	/s/ Walter C. Herlihy
		Walter C. Herlihy
		President and Chief Executive Officer

Exhibit Index

Exhibit No.	Exhibit
99.1	Press Release by Repligen Corporation, dated November 19, 2013

EX-99.1

Exhibit 99.1

	Repligen Corporation
	41 Seyon Street Building #1, Suite 100 Waltham, Massachusetts 02453 Telephone: (781) 250-0111 Telefax: (781) 250-0115

Repligen Appoints Biogen Idec Executive John G. Cox to Board of Directors

WALTHAM, MA – November 19, 2013 – Repligen Corporation today announced that it has elected to its Board of Directors John G. Cox, Executive Vice President of Pharmaceutical Operations & Technology for Biogen Idec Inc., a leading biopharmaceutical company. Mr. Cox has over 20 years of biopharmaceutical manufacturing experience and has supported the commercial launches of a number of major biologic drugs. He has a track record of implementing process changes to maximize manufacturing flexibility and throughput; this includes playing a leading role in creating the vision for Biogen Idec’s “Future Factory,” which aims to utilize disposable technology platforms. Separately, the Company announced that at year end, Earl Henry, M.D. will retire from the Repligen Board position that he has held since 2007.

“Mr. Cox’s experience and his perspective as an end user of the products developed and marketed by Repligen make him ideally suited to provide strategic guidance to our Company, and we are pleased to welcome him as an important addition to our Board,” said Walter C. Herlihy, Ph.D., President and Chief Executive Officer of Repligen. “We also sincerely thank Dr. Henry for his many contributions to Repligen; in particular, his medical expertise was invaluable while the Company was active in the clinical development of therapeutics.”

John Cox joined Biogen Idec in 2003 and has held multiple roles of increasing responsibility in the areas of manufacturing and technical operations. Mr. Cox has served as Executive Vice President of Pharmaceutical Operations & Technology since June 2010. He has also served as Senior Vice President of Technical Operations, Senior Vice President of Global Manufacturing, Vice President of Manufacturing, General Manager of Biogen Idec’s operations in Research Triangle Park, North Carolina, and Director of Manufacturing. From 2000 to 2003, Mr. Cox held a number of senior operational roles at Covance Biotech (a contract research organization acquired by Diosynth) where he worked in technology transfer, validation and purification. From 1993 to 2000, he focused on the same areas at American Home Products Corporation, now the Wyeth, LLC subsidiary of Pfizer Inc. Mr. Cox received a Bachelors of Science degree in biology from Arizona State University, a Masters of Science degree in cell biology from California State University and a Masters of Business Administration in finance degree from the University of Michigan.

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Repligen Appoints Biogen Idec Executive John G. Cox to Board of Directors

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November 19, 2013

About Repligen Corporation

Repligen Corporation (NASDAQ:RGEN) is a life sciences company focused on the development, production and commercialization of high-value consumable products used in the process of manufacturing biological drugs. Our bioprocessing products are sold to major life sciences and biopharmaceutical companies worldwide. We are a leading manufacturer of Protein A, a critical reagent used to separate and purify monoclonal antibody therapeutics. We also supply several growth factor products used to increase cell culture productivity during the fermentation stage of drug manufacturing. In addition, we have developed and market our OPUS^® line of pre-packed “plug-and-play” chromatography columns, and we provide test kits to ensure final product quality. Repligen’s corporate headquarters are in Waltham, MA (USA) and our manufacturing facilities are located in Waltham, MA and Lund, Sweden.

This press release may contain forward-looking statements within the meaning of the federal securities laws. Investors are cautioned that statements in this press release which are not strictly historical statements including, without limitation, statements identified by words like “believe,” “expect,” “may,” “will,” “should,” “seek,” or “could” and similar expressions, constitute forward-looking statements. Such forward-looking statements are subject to a number of risks and uncertainties that could cause actual results to differ materially from those anticipated, including risks discussed from time to time in our filings with the Securities and Exchange Commission. We expressly disclaim any responsibility to update any forward-looking statements, except as required by law.

Repligen Corporation

Sondra Newman

Director Investor Relations

(781) 419-1881

snewman@repligen.com

Source: Repligen Corporation

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