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RGEN > SEC Filings for RGEN > Form 8-K/A on 18-Aug-2014All Recent SEC Filings

Show all filings for REPLIGEN CORP

Form 8-K/A for REPLIGEN CORP


18-Aug-2014

Completion of Acquisition or Disposition of Assets, Financial Statements and Exhi


Item 2.01. Acquisition or Disposition of Assets.

As previously reported and described in the Current Report on Form 8-K filed by Repligen Corporation (the "Company") on June 3, 2014, the Company completed the acquisition of the Transferred Business (as defined below), pursuant to the terms of the Asset Purchase Agreement (the "Asset Purchase Agreement"), dated as of June 2, 2014, by and among the Company, Refine Technology, LLC, a company organized under the laws of New Jersey ("Refine"), Jerry Shevitz ("Shevitz"), certain members of Refine, Refine Technology Sales LLC, a company organized under the laws of New Jersey ("RTS"), and Refine Technology Sales Asia Pte. Ltd., a company organized under the laws of Singapore. The Company acquired bioprocessing assets and contract rights owned by Refine, RTS and Shevitz relating to the conduct of the business of developing, designing, manufacturing, distributing and selling a cell retention device known as the ATF System (the "ATF System"). Pursuant to the Asset Purchase Agreement, the Company purchased and licensed certain of the assets and contract rights related to the ATF System and assumed certain specified liabilities related to the ATF System from Refine, RTS and Shevitz and purchased services and licenses used in connection with the ATF System from Refine (collectively, the "Transferred Business" and the acquisition of the Transferred Business, the "Transaction").

The foregoing description of the Transaction and the Asset Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the Asset Purchase Agreement, which was filed as Exhibit 10.3 to the Company's Form 10-Q filed on August 11, 2014, and is incorporated herein by reference.

This Current Report on Form 8-K/A amends the original Form 8-K to provide the historical financial statements of Refine under Item 9.01(a) and the pro forma financial information required under Item 9.01(b).



Item 9.01. Financial Statements, Pro Forma Financial Information and Exhibits.

(a) Financial statements of business acquired.

Included herein as Exhibits 99.3 and 99.4.

(b) Pro forma financial information.

Included herein as Exhibit 99.5.

(d) Exhibits.

Exhibit
  No.                                     Description

 2.1         Asset Purchase Agreement, dated as of June 2, 2014, by and among
             Repligen Corporation, Refine Technology, LLC, Jerry Shevitz, certain
             members of Refine Technology, LLC, Refine Technology Sales LLC, and
             Refine Technology Sales Asia Pte. Ltd. (filed as Exhibit 10.3 to
             Repligen Corporation's Quarterly Report on Form 10-Q filed on August
             11, 2014 and incorporated herein by reference).

23.1*        Consent of Withum Smith + Brown, PC

99.1         Press Release by Repligen Corporation, dated June 3, 2014
             (incorporated herein by reference to Repligen Corporation's Form 8-K
             filed on June 3, 2014).


--------------------------------------------------------------------------------
99.2      Investor Presentation by Repligen Corporation, dated June 3, 2014
          (incorporated herein by reference to Repligen Corporation's Form 8-K
          filed on June 3, 2014).

99.3*     Refine Technology, LLC Audited Financial Statements as of and for the
          fiscal year ended December 31, 2013.

99.4*     Refine Technology, LLC Unaudited Interim Consolidated Financial
          Statements as of March 31, 2014 and for the three months ended March 31,
          2014 and March 31, 2013.

99.5*     Unaudited Pro Forma Combined Condensed Financial Statements as of and
          for the fiscal year ended December 31, 2013, and the three months ended
          March 31, 2014.

* Filed herewith


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