8-K

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): September 14, 2015

REPLIGEN CORPORATION

(Exact name of registrant as specified in its 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)

Registrant’s telephone number, including area code (781) 250-0111

(Former name or former address, if changed since last report.)

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 September 14, 2015, Glenn Muir was elected to the Board of Directors (the “Board”) of Repligen Corporation (the “Company”).

Mr. Muir will receive cash and equity compensation pursuant to the Company’s non-employee director compensation policy as set forth in the Company’s Amended and Restated Non-Employee Directors’ Compensation Policy (the “Director Compensation Policy”). Pursuant to the terms of the Director Compensation Policy, Mr. Muir 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 was 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 each non-employee director reelected to the Board by the stockholders is awarded annually restricted stock units.

In connection with Mr. Muir’s appointment to the Board, he has been named to the Audit Committee of the Board (the “Audit Committee”).

There are no arrangements or understandings between Mr. Muir and any other persons pursuant to which Mr. Muir was selected as a director. There have been no transactions since the beginning of the Company’s 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. Muir had, or will have, a direct or indirect material interest.

The Company has issued a press release announcing Mr. Muir’s election to the Board and has attached a copy of such press release as Exhibit 99.1 hereto.

In connection with Mr. Muir’s election to the Board and appointment to the Audit Committee, the number of directors constituting the Board has been increased to eight and the number of directors constituting the Audit Committee has been increased to four.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

99.1 Press Release by Repligen Corporation, dated September 15, 2015.

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: September 15, 2015	By:	/s/ Tony J. Hunt
		Tony J. Hunt
		President and Chief Executive Officer

EXHIBIT INDEX

No.	Exhibit
99.1	Press Release by Repligen Corporation, dated September 15, 2015.

EX-99.1

Exhibit 99.1

Repligen Corporation 41 Seyon Street Building #1, Suite 100 Waltham, Massachusetts 02453

Repligen Appoints Glenn P. Muir to Board of Directors

WALTHAM, MA – September 15, 2015 – Repligen Corporation (NASDAQ:RGEN) today announced that life sciences industry veteran Glenn P. Muir has been elected to its Board of Directors and appointed as a member of its Audit Committee. Mr. Muir brings over 30 years of experience to the director role, most recently as Chief Financial Officer and Executive Vice President, Finance and Administration for Hologic, Inc. (NASDAQ:HOLX), a large multi-national medical device and diagnostics company where he was instrumental to the company’s significant expansion.

“We are very pleased to welcome Mr. Muir as a member of our Board,” said Tony J. Hunt, President and Chief Executive Officer of Repligen. “Mr. Muir has been integral to the acquisition and integration of over twenty companies and technologies. He recognizes the importance of establishing technology leadership in an evolving marketplace. As Repligen continues to grow and diversify, we are confident that Mr. Muir’s experience will contribute to the realization of our goal to be a best-in-class bioprocessing company.”

Mr. Muir retired in May 2014 from Hologic, Inc., where he helped steer the company’s evolution from a venture-backed single product company to a publicly traded diversified organization with over 5,000 employees and $2.5 billion in revenue. He joined Hologic in 1988 and served as CFO since 1992 and Executive Vice President since 2000. Prior to Hologic, Mr. Muir was with Metallon Engineered Materials Co., a private company where from 1986-1988 he held the role of Vice President, Finance. Previously, from 1981-1984, he was a Senior Auditor with Arthur Andersen & Co. Mr. Muir is a Certified Public Accountant with a Bachelors of Business Administration from the University of Massachusetts, Amherst. He also earned a Masters of Science from Bentley University and a Masters of Business Administration from Harvard University.

Currently, Mr. Muir also serves on the boards of medical device company ReWalk Robotics Ltd. (NASDAQ:RWLK) and genomic tool company RainDance Technologies, Inc. His previous board memberships include Hologic, Inc. and airline inspection system company Vivid Technologies, Inc. In 2011, Mr. Muir was named “CFO of the Year” by Boston Business Journal and in 2009, he was recognized by Institutional Investor as one of “America’s Best CFOs”.

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About Repligen Corporation

Repligen Corporation (NASDAQ:RGEN) is a life sciences company focused on the development 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 ATF System 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 that we deliver pre-packed with our customers’ choice of purification media. Repligen’s corporate headquarters are in Waltham, MA (USA) and our manufacturing facilities are located in Waltham, MA and Lund, Sweden.

This press release may contain forward-looking statements within the meaning of the federal securities laws. Investors are cautioned that 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, 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 discussed from time to time in our filings with the Securities and Exchange Commission. We expressly disclaim any responsibility to update any forward-looking statements, except as required by law.

Source:

Repligen Corporation

Sondra Newman

Senior Director Investor Relations

(781) 419-1881

snewman@repligen.com

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