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): June 10, 2014
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
(Registrants 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 June 10, 2014, Nicolas M. Barthelemy was elected to the Board of Directors (the Board) of Repligen Corporation (the Company). Mr. Barthelemy most recently served as President, Global Commercial Operations at Life Technologies, which position he held from early 2011 until the acquisition of Life Technologies by Thermo Fisher Scientific Corporation in 2013.
Mr. Barthelemy will receive cash and equity compensation pursuant to the Companys non-employee director compensation policy as set forth in the Companys Amended and Restated Director Compensation Policy (the Director Compensation Policy). Pursuant to the terms of the Director Compensation Policy, Mr. Barthelemy 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 closing price 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 directors 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.
There are no arrangements or understandings between Mr. Barthelemy and any other persons pursuant to which Mr. Barthelemy was selected as a director. There have been no transactions since the beginning of the Companys 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. Barthelemy had, or will have, a direct or indirect material interest.
The Company has issued a press release announcing Mr. Barthelemys election to 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, dated June 12, 2014. |
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: June 12, 2014 | By: | /s/ Walter C. Herlihy | ||||
Walter C. Herlihy | ||||||
President and Chief Executive Officer |
Exhibit Index
Exhibit |
Exhibit | |
99.1 | Press Release by Repligen Corporation, dated June 12, 2014 |
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 Nicolas M. Barthelemy to Board of Directors
WALTHAM, MA June 12, 2014 Repligen Corporation today announced that it has elected life sciences and biopharmaceutical industry veteran Nicolas M. Barthelemy to its Board of Directors. Mr. Barthelemy brings over 20 years of industry experience to the director role, most recently as President, Global Commercial Operations at Life Technologies, a multinational life sciences company whose acquisition by Thermo Fisher Scientific was completed earlier this year. Mr. Barthelemy is particularly accomplished in the areas of commercial expansion and global market development, supported by his strong background in biologic drug manufacturing and supply chain management.
I am pleased to welcome Nicolas Barthelemy as a fitting addition to the Repligen Board, said Walter C. Herlihy, President and Chief Executive Officer of Repligen. Mr. Barthelemys input will have immediate value as we expand our commercial organization to market our growing portfolio of proprietary bioprocessing products that we sell to leading biopharmaceutical manufacturers worldwide.
Mr. Barthelemys nine-year tenure with Life Technologies includes his most recent position of President, Global Commercial Operations, which he held from early 2011 until the acquisition of the company by Thermo Fisher Scientific Corporation in 2013. In this role, Mr. Barthelemy managed an organization of 3,500 employees and was responsible for delivering close to $4 billion in revenue. Notable accomplishments were market share capture in Europe and Asia, and a shift in focus and resources from traditional research markets to effect strong growth in applied and clinical markets. Prior to this role, Mr. Barthelemy led the Cells Systems division for five years, guiding the unit to achieve double-digit annual growth. A key contributor to this growth was the bioproduction business which serves biologic drug manufacturers. Prior to Life Technologies, Mr. Barthelemy was with Biogen Idec for eight years in roles of increasing responsibility, most recently as Vice President, Manufacturing and General Manager for the companys manufacturing organization at Research Triangle Park. He began his career with Merck & Co., Inc. as a Senior Project Engineer, Vaccine Technology. Mr. Barthelemy received a Masters of Science degree in Chemical Engineering from the University of California, Berkeley, and an engineering degree from Ecole Supérieure de Physique et Chimie Industrielles, Paris.
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 the leading manufacturer of Protein A affinity ligands, a critical component of Protein A media that is used to separate and purify monoclonal antibody therapeutics. Our line of ATF (Alternating Tangential Flow) filtration devices and our growth factor products are used to increase product yield during the fermentation stage of biologic drug manufacturing. In addition, we developed and market an innovative line of ready-to-use chromatography columns under our OPUS® brand (Open Platform User Specified) that we deliver pre-packed to our biopharmaceutical customers with their choice of purification media. Repligens corporate headquarters are in Waltham, MA (USA) and our manufacturing facilities are located in Waltham, MA and Lund, Sweden.
This press release contains forward-looking statements which are made pursuant to the safe harbor provisions of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Investors are cautioned that express or implied 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 and any other statements regarding the expansion of our commercial organization or our product portfolio or the general future potential of our business 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 detailed in Repligens annual report on Form 10-K on file with the Securities and Exchange Commission and the other reports that Repligen periodically files with the Securities and Exchange Commission. Actual results may differ materially from those Repligen contemplated by these forward-looking statements. These forward looking statements reflect managements current views and Repligen does not undertake to update any of these forward-looking statements to reflect a change in its views or events or circumstances that occur after the date hereof except as required by law.
Repligen Corporation
Sondra Newman
Director Investor Relations
(781) 419-1881
snewman@repligen.com
Source: Repligen Corporation
# # #