Amended Current Report Filing (8-k/a)

Date : 07/15/2019 @ 9:03PM
Source : Edgar (US Regulatory)
Stock : Repligen Corp (RGEN)
Quote : 79.74  0.73 (0.92%) @ 1:00AM

Amended Current Report Filing (8-k/a)

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K/A

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 25, 2019

 

 

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))

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

 

Title of each class

 

Trading

Symbol(s)

 

Name of each exchange

on which registered

Common Stock, par value $0.01 per share   RGEN   The Nasdaq Global Select Market

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.  ☐

 

 

 


Explanatory Note

As previously disclosed in its Current Report on Form 8-K filed with the Securities and Exchange Commission on April 26, 2019, as amended on April 29, 2019 (as amended, the “ Original 8-K ”), Repligen Corporation, a Delaware corporation (the “ Company ”), entered into a Stock Purchase Agreement (the “ Purchase Agreement ”) with C Technologies, Inc., a New Jersey corporation (“ C Technologies ”), and Craig Harrison, an individual and the sole stockholder of C Technologies on April 25, 2019. As previously announced, the Company completed its purchase of all of the issued and outstanding capital stock of C Technologies pursuant to the Purchase Agreement on May 31, 2019.

Item 8.01 Other Events.

The Company is filing this Amendment to the Original 8-K to further disclose (i) certain unaudited financial statements of C Technologies, which comprise (A) the balance sheets as of March 31, 2019 and 2018, and the related statements of income, stockholders’ equity, and cash flows for the three months then ended, and (B) the related notes to the financial statements; and (ii) (A) the unaudited pro forma condensed combined consolidated balance sheet of the Company as of March 31, 2019, (B) the unaudited pro forma condensed combined consolidated statements of operations of the Company for the twelve months ended December 31, 2018 and for the three months ended March 31, 2019, and (C) the related notes to unaudited pro forma condensed combined consolidated financial statements.

This Amendment to the Original 8-K further amends the Original 8-K to provide additional historical financial statements of C Technologies required under Item 9.01(a) and the pro forma financial information required under Item 9.01(b).


Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

 

Exhibit
Number
  

Description

  2.1*†    Stock Purchase Agreement, dated April  25, 2019, by and among Repligen Corporation, C Technologies and Craig Harrison (incorporated herein by reference to Exhibit 2.1 to Repligen Corporation’s Form 8-K filed on April 26, 2019).
23.1    Consent of Independent Accountants (Friedman LLP).
99.1    Press Release by Repligen Corporation, dated April  26, 2019 (incorporated herein by reference to Exhibit 99.1 to Repligen Corporation’s Form 8-K filed on April 26, 2019).
99.2    Audited financial statements of C Technologies, which comprise the balance sheets as of December  31, 2018 and 2017, and the related statements of income, stockholders’ equity, and cash flows for the years then ended, and the related notes to the financial statements (incorporated herein by reference to Exhibit 99.2 to Repligen Corporation’s Form 8-K/A filed on April 29, 2019).
99.3    (A) Unaudited Pro Forma Condensed Combined Consolidated Statement of Income of Repligen for the year ended December  31, 2018, (B) Unaudited Pro Forma Condensed Combined Consolidated Balance Sheet of Repligen as of December 31, 2018 and (C)  the related Notes to Unaudited Pro Forma Condensed Combined Consolidated Financial Statements (incorporated herein by reference to Exhibit 99.3 to Repligen Corporation’s Form 8-K/A filed on April  29, 2019).
99.4    C Technologies’ Management’s Discussion and Analysis of Financial Conditions and Results of Operations for the year ended December 31, 2018 (incorporated herein by reference to Exhibit 99.4 to Repligen Corporation’s Form 8-K/A filed on April 29, 2019).
99.5    Unaudited financial statements of C Technologies, which comprise the balance sheets as of March  31, 2019 and 2018 and the related statements of income, stockholders’ equity, and cash flows for the three months then ended, and the related notes to the financial statements.
99.6    (A) Unaudited Pro Forma Condensed Combined Consolidated Statements of Operations of Repligen for the twelve months ended December 31, 2018 and for three months ended March  31, 2019, (B) Unaudited Pro Forma Condensed Combined Consolidated Balance Sheet of Repligen as of March 31, 2019 and (C) the related Notes to Unaudited Pro Forma Condensed Combined Consolidated Financial Statements.

 

*

Schedules, exhibits, and similar supporting attachments or agreements to the Purchase Agreement are omitted pursuant to Item 601(b)(2) of Regulation S-K. Repligen Corporation agrees to furnish a supplemental copy of any omitted schedule or similar attachment to the Securities and Exchange Commission upon request.

Certain portions of this exhibit, marked by [***], have been omitted as the Company has determined (i) the omitted information is not material and (ii) the omitted information would likely cause competitive harm to the Company if publicly disclosed.


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
By:  

/s/ Tony J. Hunt

 

Tony J. Hunt

President and Chief Executive Officer

Date:   July 15, 2019

Repligen (NASDAQ:RGEN)
Historical Stock Chart

1 Year : From Sep 2018 to Sep 2019

Click Here for more Repligen Charts.

Repligen (NASDAQ:RGEN)
Intraday Stock Chart

Today : Sunday 15 September 2019

Click Here for more Repligen Charts.

Latest RGEN Messages

{{bbMessage.M_Alias}} {{bbMessage.MSG_Date}} {{bbMessage.HowLongAgo}} {{bbMessage.MSG_ID}} {{bbMessage.MSG_Subject}}

Loading Messages....


No posts yet, be the first! No {{symbol}} Message Board. Create One! See More Posts on {{symbol}} Message Board See More Message Board Posts


Your Recent History
LSE
GKP
Gulf Keyst..
LSE
QPP
Quindell
FTSE
UKX
FTSE 100
LSE
IOF
Iofina
FX
GBPUSD
UK Sterlin..
Stocks you've viewed will appear in this box, letting you easily return to quotes you've seen previously.

Register now to create your own custom streaming stock watchlist.


NYSE, AMEX, and ASX quotes are delayed by at least 20 minutes.
All other quotes are delayed by at least 15 minutes unless otherwise stated.