Attached files

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EX-99.1 - EX-99.1 - REPLIGEN CORPd398050dex991.htm
EX-5.1 - EX-5.1 - REPLIGEN CORPd398050dex51.htm
EX-1.1 - EX-1.1 - REPLIGEN CORPd398050dex11.htm

 

 

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 27, 2017

 

 

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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 


 

Item 1.01 Entry into a Material Definitive Agreement

Underwriting Agreement

On June 27, 2017, Repligen Corporation (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with J.P. Morgan Securities LLC and Stephens Inc., as representatives of the underwriters named therein (collectively, the “Underwriters”), relating to an underwritten public offering (the “Offering”) of 2,807,017 shares of the Company’s common stock, $0.01 par value per share (the “Common Stock”), at a price to the public of $42.75 per share (the “Offering Price”). After deducting the underwriting discounts and commissions and estimated offering expenses, the Company expects to receive net proceeds from the Offering of approximately $112.3 million. The Company has also granted the Underwriters a 30-day option to purchase up to an additional 421,052 shares of Common Stock at the Offering Price, less underwriting discounts and commissions.

The Offering was made pursuant to the Company’s effective automatic shelf registration statement on Form S-3 (File No. 333-211436), including the prospectus dated May 18, 2016, as supplemented by a prospectus supplement dated June 27, 2017, filed on June 29, 2017. The Offering is expected to close on or about July 3, 2017, subject to the satisfaction of customary closing conditions.

A copy of the Underwriting Agreement is attached as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference. The foregoing description of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to such exhibit.

A copy of the legal opinion of Goodwin Procter LLP relating to the legality of the issuance and sale of the shares in the Offering is attached as Exhibit 5.1 to this Current Report on Form 8-K.

 

Item 8.01 Other Events

On June 27, 2017, the Company issued a press release announcing the pricing of the Offering. A copy of this press release is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference.

 

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

 

Exhibit No.

  

Description

1.1    Underwriting Agreement, dated as of June 27, 2017, among Repligen Corporation, J.P. Morgan Securities LLC and Stephens Inc., as representatives of the underwriters named therein
5.1    Opinion of Goodwin Procter LLP
23.1    Consent of Goodwin Procter LLP (included in Exhibit 5.1)
99.1    Press release issued by Repligen Corporation on June 27, 2017


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
Dated: June 29, 2017     By:   /s/ Tony J. Hunt
      Tony J. Hunt
      President and Chief Executive Officer


EXHIBIT INDEX

 

Exhibit No.

  

Description

1.1    Underwriting Agreement, dated as of June 27, 2017, among Repligen Corporation, J.P. Morgan Securities LLC and Stephens Inc., as representatives of the underwriters named therein
5.1    Opinion of Goodwin Procter LLP
23.1    Consent of Goodwin Procter LLP (included in Exhibit 5.1)
99.1    Press release issued by Repligen Corporation on June 27, 2017