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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2002
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 0-14656
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.)
41 Seyon Street, Building 1
Waltham, Massachusetts 02453
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (781) 250-0111
117 Fourth Avenue, Needham, MA 02494
(Former name, former address and former fiscal year, if changed since
last report.)
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
---- ----
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of July 31, 2002.
Common Stock, par value $.01 per share 26,642,750
Class Number of Shares
REPLIGEN CORPORATION
INDEX
PART I. FINANCIAL INFORMATION PAGE
----
Item 1. Financial Statements
Balance Sheets as of June 30, 2002 (Unaudited) and March 31, 2002 3
Statements of Operations for the Three Months Ended
June 30, 2002 (Unaudited) and 2001 4
Statements of Cash Flows for the Three Months
Ended June 30, 2002 (Unaudited) and 2001 5
Notes to Financial Statements (Unaudited) 6
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations 9
Item 3. Quantitative and Qualitative Disclosures About Market Risk 11
PART II. OTHER INFORMATION
Item 1. Legal Proceedings 12
Item 2. Changes in Securities and Use of Proceeds
None
Item 3. Defaults Upon Senior Securities
None
Item 4. Submission of Matters to a Vote of Security Holders
None
Item 5. Other Information 12
Item 6. Exhibits and Reports on Form 8-K 12
Signature 13
Exhibit Index 14
2
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
REPLIGEN CORPORATION
BALANCE SHEETS
(Unaudited)
As of
June 30, 2002 March 31, 2002
------------- -------------
Assets
Current assets:
Cash and cash equivalents $ 8,755,545 $ 8,696,194
Marketable securities 10,830,208 12,143,170
Accounts receivable, less reserves of $25,000 396,645 865,861
Inventories 1,028,253 916,091
Prepaid expenses and other current assets 592,065 622,309
------------- -------------
Total current assets 21,602,716 23,243,625
------------- -------------
Property, plant and equipment, at cost:
Leasehold improvements 2,393,774 1,657,416
Equipment 1,277,785 1,169,080
Furniture and fixtures 352,174 352,174
------------- -------------
4,023,733 3,178,670
Less - accumulated depreciation and amortization 1,755,793 1,721,732
------------- -------------
2,267,940 1,456,938
------------- -------------
Long-term marketable securities 2,202,044 3,910,852
Restricted cash 500,000 500,000
------------- -------------
2,702,044 4,410,852
------------- -------------
Other assets 3,698,492 --
------------- -------------
Total Assets $ 30,271,192 $ 29,111,415
============= =============
Liabilities and Stockholders' Equity
Current liabilities:
Accounts payable $ 1,121,587 $ 1,407,955
Accrued expenses 1,102,809 1,258,804
License fee payable 2,593,279 --
------------- -------------
Total current liabilities 4,817,675 2,666,759
------------- -------------
Commitments and contingencies
Stockholders' equity:
Preferred stock, $0.01 par value, 5,000,000 shares
authorized, no shares issued or outstanding -- --
Common stock, $0.01 par value, 40,000,000 shares
authorized, issued and outstanding, 26,642,750 shares at
June 30, 2002 and March 31, 2002 266,427 266,427
Additional paid-in capital 166,597,654 166,597,654
Accumulated deficit (141,410,564) (140,419,425)
------------- -------------
Total stockholders' equity 25,453,517 26,444,656
------------- -------------
Total liabilities and stockholders' equity $ 30,271,192 $ 29,111,415
============= =============
The accompanying notes are an integral part of these financial statements.
3
REPLIGEN CORPORATION
STATEMENTS OF OPERATIONS
(Unaudited)
Three Months Ended
June 30,
2002 2001
------------ ------------
Product $ 1,619,442 $ 712,536
Costs and expenses:
Cost of product sold 669,646 356,439
Research and development 1,227,257 1,426,313
Selling, general and administrative 882,257 617,417
------------ ------------
Total costs and expenses 2,779,160 2,400,169
------------ ------------
Loss from operations (1,159,718) (1,687,633)
------------ ------------
Investment and interest income 168,579 344,124
Net loss $ (991,139) $ (1,343,509)
============ ============
Basic and diluted net loss per share $ (.04) $ (.05)
============ ============
Basic and diluted weighted average common
shares outstanding 26,642,750 26,633,450
============ ============
The accompanying notes are an integral part of these financial statements.
4
REPLIGEN CORPORATION
STATEMENTS OF CASH FLOWS
(Unaudited)
Three Months Ended
June 30,
2002 2001
----------- ------------
Cash flows from operating activities:
Net loss $ (991,139) $ (1,343,509)
Adjustments to reconcile net loss to net cash
used in operating activities:
Depreciation and amortization 161,594 82,797
Changes in assets and liabilities:
Accounts receivable 469,216 1,679
Inventories (112,162) (276,789)
Prepaid expenses and other current assets 30,244 (253,355)
Other assets (1,250,000) 56,882
Accounts payable (286,368) (112,320)
Accrued expenses (155,995) (21,555)
Other current liabilities 17,253 --
----------- ------------
Net cash used in operating activities (2,117,357) (1,866,170)
----------- ------------
Cash flows from investing activities:
Redemption of marketable securities 4,101,545 5,566,008
Purchases of marketable securities (1,079,774) (7,748,594)
Purchases of property, plant and equipment (845,063) (28,500)
----------- ------------
Net cash provided by (used in) investing activities 2,176,708 (2,211,086)
----------- ------------
Cash flows from financing activities:
Proceeds from exercise of stock options -- 2,500
----------- ------------
Net increase (decrease) in cash and cash equivalents 59,351 (4,074,756)
Cash and cash equivalents, beginning of period 8,696,194 16,163,625
----------- ------------
Cash and cash equivalents, end of period $ 8,755,545 $ 12,088,869
=========== ============
Supplemental Disclosure of noncash operating activities:
Value of common stock exchanged for license $ 2,576,025 $ --
=========== ============
The accompanying notes are an integral part of these financial statements
5
REPLIGEN CORPORATION
NOTES TO FINANCIAL STATEMENTS
(Unaudited)
1. Basis of Presentation
The financial statements included herein have been prepared by Repligen
Corporation (the "Company" or "Repligen"), in accordance with generally accepted
accounting principles and pursuant to the rules and regulations of the
Securities and Exchange Commission for quarterly reports on Form 10-Q and do not
include all of the information and footnote disclosures required by generally
accepted accounting principles. These financial statements should be read in
conjunction with the audited financial statements and accompanying notes thereto
included in the Company's Form 10-K for the year ended March 31, 2002.
In the opinion of management, the accompanying unaudited financial
statements include all adjustments, consisting of only normal, recurring
adjustments, necessary to present fairly, the consolidated financial position,
results of operations and cash flows of the Company. The results of operations
for the interim periods presented are not necessarily indicative of results to
be expected for the entire year.
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.
2. Revenue Recognition
The Company generates product revenues from the sale of its Protein A
products to customers in the pharmaceutical and process chromatography
industries. The Company recognizes revenue related to product sales upon
shipment of the product to the customer (the point of title transfer), as long
as there is persuasive evidence of an arrangement, the fee is fixed or
determinable and collection of the related receivable is probable.
The Company applies Staff Accounting Bulletin (SAB) No. 101, "Revenue
Recognition." SAB No. 101 requires companies to recognize certain upfront
nonrefundable fees and milestone payments over the life of the related alliance
when such fees are received in conjunction with alliances that have multiple
elements. The adoption of SAB No. 101 did not have a significant impact on the
Company's financial statements.
3. Net Loss Per Share
The Company applies Statement of Financial Accounting Standard (SFAS) No.
128, "Earnings per Share." SFAS No. 128 establishes standards for computing and
presenting earnings per share. Basic net loss per share represents net loss
divided by the weighted average number of common shares outstanding during the
period. The dilutive effect of potential common shares, consisting of
outstanding stock options and warrants, is determined using the treasury stock
method in accordance with SFAS No. 128. Diluted weighted average shares
outstanding for the periods presented in the accompanying financial statements
do not include the potential common shares from warrants and stock options
because to do so would have
6
been antidilutive for the periods presented. Accordingly, basic and diluted net
loss per share is the same. At June 30, 2002, there were outstanding options to
purchase 1,846,900 shares of the Company's common stock at a weighted average
exercise price of $2.69 per share and warrants to purchase 404,946 shares of the
Company's common stock at a weighted average exercise price of $5.24 per share
not included in the calculation of earnings per share. At June 30, 2001, there
were outstanding options to purchase 1,643,341 shares of the Company's common
stock at a weighted average exercise price of $2.65 per share and warrants to
purchase 424,846 shares of the Company's common stock at a weighted average
exercise price of $5.26 per share not included in the calculation of earnings
per share. Also not included in the calculation of diluted earnings per share
are the 696,000 shares of common stock that will be issued to ChiRhoClin, Inc.
in October 2002 in connection with a licensing agreement.
4. Cash, Cash Equivalents & Marketable Securities
The Company applies SFAS No. 115, "Accounting for Certain Instruments in
Debt and Equity Securities." At June 30, 2002, the Company's cash equivalents
and marketable securities are classified as held-to-maturity as the Company has
the positive intent and ability to hold to maturity. As a result, these
investments are recorded at amortized cost. Cash equivalents are short-term,
highly liquid instruments with original maturities of 90 days or less.
Marketable securities are investments with original maturities of greater than
90 days. Long-term marketable securities are investment grade securities with
maturities of greater than one year. The Company has not recorded any realized
gains or losses on its marketable securities for the three month periods ending
June 30, 2002 and June 30, 2001.
Cash, cash equivalents and marketable securities consist of the following
at June 30, 2002 and March 31, 2002:
June 30, March 31,
2002 2002
----------- -----------
Cash and cash equivalents
Cash $ 8,755,545 $ 8,696,194
----------- -----------
Total cash and cash equivalents $ 8,755,545 $ 8,696,194
=========== ===========
Marketable securities
U.S. Government and agency securities $ 902,879 $ 1,414,994
Corporate and other debt securities 9,927,329 10,728,176
----------- -----------
(Average of remaining maturity 6.6 months at June
30, 2002) $10,830,208 $12,143,170
=========== ===========
Long-term marketable securities
U.S. Government and agency securities $ 1,202,798 $ --
Corporate and other debt securities 999,246 3,910,852
----------- -----------
(Average of remaining maturity 21 months at June 30,
2002) $ 2,202,044 $ 3,910,852
=========== ===========
Restricted cash of $500,000 is related to the Company's facility lease
obligation.
5. Inventories
Inventories are stated at the lower of cost (first-in, first-out) or
market and consist of the following at June 30, 2002 and March 31, 2002.
7
June 30, March 31,
2002 2002
---------- --------
Raw materials and work-in-process $ 829,249 $652,940
Finished goods 199,004 263,151
---------- --------
Total $1,028,253 $916,091
========== ========
Work-in-process and finished goods inventories consist of material, labor,
outside processing costs and manufacturing overhead.
6. Comprehensive Income
The Company applies SFAS No. 130, "Reporting Comprehensive Income." SFAS
No. 130 requires disclosure of all components of comprehensive income on an
annual and interim basis. Comprehensive income is defined as the change in
equity of a business enterprise during a period from transactions and other
events and circumstances from nonowner sources. The Company's comprehensive loss
is equal to its reported net loss for all periods presented.
7. Disclosures about Segments of an Enterprise and Significant
Customers
The Company applies SFAS No. 131, "Disclosures about Segments of an
Enterprise and Related Information." SFAS No. 131 establishes standards for
reporting information regarding operating segments in annual financial
statements and requires selected information for those segments to be presented
in interim financial reports issued to stockholders. SFAS No. 131 also
establishes standards for related disclosures about products and services and
geographic areas. The chief operating decision maker, or decision-making group,
in making decisions how to allocate resources and assess performance, identifies
operating segments as components of an enterprise about which separate discrete
financial information is available for evaluation. To date, the Company has
viewed its operations and manages its business as principally one operating
segment. As a result, the financial information disclosed herein represents all
of the material financial information related to the Company's principal
operating segment.
The following table represents the Company's revenue by geographic area:
Three Months Ended
June 30,
2002 2001
---- ----
US 25% 87%
Europe 74% 11%
Other 1% 2%
---- ----
Total 100% 100%
During the three months ended June 30, 2002, there were two customers who
accounted for approximately 54% and 20% of the Company's revenues, respectively.
During the three months ended June 30, 2001, there was one customer who
accounted for approximately 72% of the Company's revenues. Two customers
accounted for 57% and 14%, of the Company's accounts receivable at June 30,
2002, respectively. Two customers accounted for 69% and 24% of the Company's
accounts receivable at March 31, 2002, respectively.
8
8. Other Assets
In April 2002 the United States Food and Drug Administration granted
approval to market SecreFlo(TM) (synthetic porcine secretin), the first
synthetic version of the hormone secretin. SecreFlo(TM) has been approved for
stimulation of pancreatic secretions. Under terms of its licensing agreement,
Repligen paid a milestone payment of $1,250,000 in cash and is required to issue
approximately 696,000 shares of unregistered common stock to ChiRhoClin,
Inc.(CRC) in October 2002. During the quarter ended June 30, 2002, the Company
recorded the fair value of these shares, $2,576,025, and the cash of $1,250,000,
as a long-term intangible asset. This amount will be amortized to cost of
product revenue over the remaining term of the license, approximately seven
years. The fair value of the portion of the license fee payable in common stock
is recorded as a current liability. In addition, Repligen will be required to
pay future royalties to CRC related to product sales in cash.
9. Reclassifications
We have reclassified certain prior-period information to conform to the
current period's presentation.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
Overview
Repligen Corporation's ("Repligen" or the "Company") goal is to become the
leading company in the development of innovative therapeutic products for
debilitating pediatric diseases. Our therapeutic product candidates are secretin
for autism, uridine for neurological and metabolic diseases and CTLA4-Ig for
immune disorders. These products are synthetic forms of naturally-occurring
substances which may correct improperly regulated biological processes with
minimal toxicity or side-effects. Our product candidates have the potential to
produce clinical benefits not attainable with any existing drug in diseases for
which there are few alternatives.
Our business strategy is to partially fund the development of our
proprietary therapeutic products with the profits derived from the sales of our
specialty pharmaceutical products: Protein A and SecreFlo(TM). This will enable
us to advance our proprietary drug development programs while at the same time
minimizing our operating losses. We intend to seek additional current product
opportunities to increase our current product revenues as we increase
expenditures on clinical development of our therapeutic products.
Results of Operations
Revenues
Product revenues for the three month periods ended June 30, 2002 and June
30, 2001, were approximately $1,619,000 and $713,000, respectively, an increase
of $906,000 or 127%. This increase is largely attributable to the timing of
large-scale production orders of Protein A.
Costs and Expenses
Total costs and expenses for the three month periods ended June 30, 2002
and June 30, 2001, were approximately $2,779,000 and $2,400,000, respectively,
an increase of $379,000 or 16%.
9
Cost of product sold for the three month periods ended June 30, 2002 and
June 30, 2001, were approximately $670,000 and $356,000, respectively, an
increase of $314,000 or 88%. This increase is largely attributable to increased
Protein A sales and to mix of product sales. Gross margin for products sold in
the three month periods ended June 30, 2002 and 2001 were 59% and 50%,
respectively. This increase in gross margin is due primarily to product mix of
sales and manufacturing efficiencies.
Research and development expenses for the three month period ended June
30, 2002, compared to the three month period ended June 30, 2001, were
approximately $1,227,000 and $1,426,000, respectively, a decrease of $199,000 or
14%. This decrease is largely attributable to decreased clinical material costs.
Selling, general and administrative expenses (SG&A) for the three month
period ended June 30, 2002 compared to the three month period ended June 30,
2001, were approximately $882,000 and $617,000, respectively, an increase of
$265,000 or 43%. These increases are largely attributable to litigation expense
incurred in defense of the Company's patents and expenses associated with the
company's relocation to its new headquarters.
Investment and Interest Income
Investment income for the three month periods ended June 30, 2002 and June
30, 2001, was approximately $169,000 and $344,000, respectively, a decrease of
$175,000 or 51%. This decrease is attributable to lower average funds available
for investment and lower interest rates during the three months ended June 30,
2002 compared to the same period in fiscal 2002.
Liquidity and Capital Resources
We have financed our operations primarily through private placements of
common stock and revenues derived from product sales, collaborative research
agreements, government grants, and payments received pursuant to licensing and
royalty agreements. Total cash, cash equivalents and marketable securities at
June 30, 2002 equaled $22,288,000, a decrease of $2,962,000 from $25,250,000 at
March 31, 2002.
Repligen's operating activities used cash of approximately $2,117,000 for
the three month period ended June 30, 2002, consisting of a net loss of
approximately $991,000, an increase in inventory of $112,000, a decrease in
accounts receivable of $469,000, an increase in other assets of $1,250,000 and
decreases in accounts payable of $280,000 and prepaid expenses of $30,000. This
use of cash was offset by non-cash charges of $162,000 for depreciation and
amortization, a decrease in accrued expenses of $156,000 and an increase in
other current liabilities of $17,000. Our cash was reduced by capital
expenditures of $845,000 associated with the construction and equipment
necessary for the Company's new corporate offices.
We have leased, pursuant to a ten-year lease agreement, a new corporate
headquarters in Waltham, Massachusetts. We anticipate that this new facility
will increase operating efficiencies and manufacturing capacity to meet the
growing demand for our Protein A products, and to better meet corporate goals
and objectives. We relocated to this facility in May 2002. Annual rent expense
associated with this new facility will increase approximately $230,000 due to
the additional space in this new facility. In connection with this lease
agreement, a letter of credit in the amount of $500,000 was issued to the
Company's landlord. The letter of credit is collateralized by a certificate of
deposit held by the bank that issued the letter of credit. The certificate of
deposit is included in restricted cash in the accompanying balance sheet as of
June 30, 2002.
During April 2002 and as required by the terms of our license agreement
with ChiRhoClin, we paid a milestone payment of $1,250,000 in connection with
the FDA's approval of SecreFlo, our synthetic porcine secretin product. Also
pursuant to such license agreement, we are required to issue to ChiRhoClin
10
approximately 696,000 shares of our common stock in October 2002. We have not
granted registration rights to ChiRhoClin with respect to the shares to be
issued under the license agreement. In addition, under the terms of our license
agreement with ChiRhoClin, if the FDA approves the new drug application for
human secretin diagnostic, we will be required to pay ChiRhoClin additional
milestones in cash. We will be required to pay royalties on sales of both
synthetic porcine and human products.
Working capital decreased to $16,785,000 at June 30, 2002 from $20,577,000
at March 31, 2002 as a result of research and development spending and capital
expenditures.
We expect to incur significantly higher costs in fiscal 2003 as a result
of expanded research and development costs associated with the expansion of
activities associated with clinical trials of our proprietary drug candidates
and the launch of our diagnostic product, SecreFlo(TM). While we anticipate that
the cost of operations will increase as we continue to expand our investment in
proprietary product development, we believe we have sufficient funding to
satisfy our working capital and capital expenditure requirements for the next
twenty-four months. Should we need to secure additional financing to meet our
future liquidity requirements, there can be no assurances that we will be able
to secure such financing, or that such financing, if available, will be on terms
favorable to us.
Cautionary Statement Regarding Forward-Looking Statements
Statements in this Quarterly Report on Form 10-Q, as well as oral
statements that may be made by Repligen or by officers, directors or employees
of Repligen acting on the Repligen's behalf, that are not historical facts
constitute "forward-looking statements" which are made pursuant to the safe
harbor provisions Section 21E of the Securities Exchange Act of 1934. The
forward-looking statements in this Quarterly Report on Form 10-Q do not
constitute guarantees of future performance. Such forward-looking statements
involve known and unknown risks, uncertainties and other factors that could
cause the actual results of the Company to be materially different from the
historical results or from any results expressed or implied by such
forward-looking statements, including, without limitation, risks associated with
the success of current and future collaborative relationships, the market
acceptance of our products, our ability to compete with larger, better financed
pharmaceutical and biotechnology companies, new approaches to the treatment of
our targeted diseases, our expectation of incurring continued losses, our
ability to generate future revenues, our ability to raise additional capital to
continue our drug development programs, the success of our clinical trials, our
ability to develop and commercialize products, our ability to obtain required
regulatory approvals, our compliance with all Food and Drug Administration
regulations, our ability to obtain, maintain and protect intellectual property
rights for our products, the risk of litigation regarding our intellectual
property rights, our limited sales and manufacturing capabilities, our
dependence on third-party manufacturers, our ability to hire and retain skilled
personnel, and our volatile stock price. Further information on potential risk
factors that could affect the Company's financial results are included in the
filings made by the Company from time to time with the Securities and Exchange
Commission including under the section entitled "Certain Factors that may Affect
Future Results" in our annual report on Form 10-K for the year ended March 31,
2002.
Item 3. Quantitative and Qualitative Disclosure About Market Risk
Interest Rate Risk
We have investments in commercial paper, U.S. Government and agency
securities as well as corporate bonds and other debt securities; as a result, we
are exposed to potential loss from market risks that may occur as a result of
changes in interest rates and the change in credit quality of the issuer.
11
We generally place our marketable security investments in high quality
credit instruments, as specified in our investment policy guidelines. Our
investment policy also limits the amount of credit exposure to any one issue,
issuer, and type of investment. We intend to hold these investments to maturity,
as the intention is to hold these assets in accordance with our business plans.
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
On June 21, 2001, Pro-Neuron, Inc. filed a complaint (the "Pro-Neuron
Complaint") against the Regents of the University of California (the "Regents")
and Repligen at the Superior Court of California, County of San Diego seeking to
void the License Agreement relating to treatment of mitochondrial disease
entered into between Repligen and the University of California, San Diego
("UCSD") in December 2000 (the "UCSD License Agreement"). The Pro-Neuron
Complaint, among other things, also requests the court order the Regents assign
all rights licensed to Repligen pursuant to the UCSD License Agreement to
Pro-Neuron pursuant to the Regent's agreement with Pro-Neuron. Pro-Neuron
subsequently moved to amend the complaint to include misappropriation of trade
secrets. The Regents and Repligen believe that the Pro-Neuron Complaint is
without merit and intend to vigorously defend their rights. If Pro-Neuron is
successful in this action, Repligen's ability to commercialize uridine for
mitochondrial disease may be limited.
Repligen and the University of Michigan (the "University") believe that
the University is entitled to rights to certain United States patents owned by
Bristol-Myers Squibb Company ("BMS"), which patents cover claims for composition
and methods of use for CTLA4-Ig. On August 31, 2000, Repligen and the University
filed a complaint against BMS at the United States District Court for the
Eastern District of Michigan in Detroit, Michigan seeking correction of
inventorship on these patents. A correction of inventorship would result in the
University being designated as the assignee or a co-assignee on any corrected
BMS patent. Repligen would then have rights to such technology pursuant to a
2000 License Agreement with the University, a 1995 Asset Acquisition Agreement
with Genetics Institute and other related agreements. Repligen's failure to
obtain shared ownership rights in the BMS patents may restrict Repligen's
ability to commercialize CTLA4-Ig. Repligen and the University have also filed
patents related to compositions of matter and methods of use of CTLA4-Ig.
ITEM 5. OTHER INFORMATION
As previously reported in the Company's Current Report on Form 8-K, filed
June 19, 2002, as amended by a Current Report on Form 8-K/A, filed June 28,
2002, which are incorporated herein by reference, Arthur Andersen LLP have been
dismissed as the Company's independent accountants and Ernst & Young LLP have
been engaged as the Company's independent accountants for the fiscal year ending
March 31, 2003, subject to ratification of the stockholders at the Annual
Meeting of Stockholders scheduled for September 12, 2002.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
EXHIBIT DESCRIPTION
------- -----------
3.1 Restated Certificate of Incorporation, dated
June 30, 1992 and amended September 30, 1999
(filed as Exhibit 3.1 to Repligen Corporation's
12
Quarterly Report on Form 10-Q for the quarter
ended September 30, 1999 and incorporated
herein by reference).
3.2 By-laws (filed as Exhibit 3.2 to Repligen
Corporation's Annual Report on Form 10-K for
the year ended March 31, 2002 and incorporated
herein by reference).
99.1 Certification Pursuant to 18 U.S.C. Section
1350, as Adopted Pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002
(b) Reports on Form 8-K
1) Current Report on Form 8-K, filed on April 9, 2002;
2) Current Report on Form 8-K, filed on May 24, 2002;
3) Current Report on Form 8-K, filed June 19, 2002, as amended by
Current Report on Form 8 K/A filed on June 28, 2002.
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 thereunto duly authorized.
REPLIGEN CORPORATION
(Registrant)
Date: August 2, 2002 By: /s/ Walter C. Herlihy
---------------------------
Chief Executive Officer and President,
Principal Financial and Accounting Officer
13
Repligen Corporation
Exhibit Index
EXHIBIT DESCRIPTION
------- -----------
3.1 Restated Certificate of Incorporation, dated
June 30, 1992 and amended September 30, 1999
(filed as Exhibit 3.1 to Repligen Corporation's
Quarterly Report on Form 10-Q for the quarter
ended September 30, 1999 and incorporated
herein by reference).
3.2 By-laws (filed as Exhibit 3.2 to Repligen
Corporation's Annual Report on Form 10-K for
the year ended March 31, 2002 and incorporated
herein by reference).
99.1 Certification Pursuant to 18 U.S.C. Section
1350, as Adopted Pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002
14