SEC Comment Letter for REPLIGEN CORP (RGEN) (CIK 0000730272) (RGEN) — Jul 14, 2009
REPLIGEN CORP (RGEN) (CIK 0000730272)
Date: July 14, 2009 · CIK: 0000730272 · Accession: 0000000000-09-037025
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File numbers found in text: 000-14656
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Mail Stop 4720 July 14, 2009 Walter C. Herlihy, Ph.D. President, Chief Executive Officer and Director 41 Seyon Street, Building #1, Suite 100 Waltham, Massachusetts 02453 Re: Repligen Corporation Supplemental Response to Form 10-K for the Year Ended March 31, 2008 Filed May 29, 2009 File No. 000-14656 Dear Dr. Herlihy: We have reviewed your filing and have th e following comments. In our comments, we ask you to provide us with information to better understand your disclosure. Where it requests you to revise disclosure, the information you provide should show us what the revised disclosure will look like and identify the annual or quarterly filing, as applicable, in which you intend to first include it. If you do not believe th at revised disclosure is necessary, explain the reason in your response. After reviewing the information provided, we may raise additional comments and/ or request that you amend your filing. Please understand that the purpose of our re view process is to assist you in your compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filing. We look forward to working with you in these respects. We welcome any questions you may have about our comments or on any other aspect of our review. Feel free to call us at the telephone numbers listed at the end of this letter. Form 10-K for the year ended March 31, 2008 Item 1. Business, page 3 1. Please provide us with an analysis supporting your determination that you were not substantially dependent on your agreemen t with Applied as of March 31, 2008. Your analysis should focus on the facts and circumstances as of March 31, 2008. If you had reason to believe that your depende nce of this agreement would decline after March 31, 2008, this information ma y be relevant but would not be determinative. 2. We note your response to our prior comment 2. Please provide proposed disclosure Walter C. Herlihy, Ph.D. Repligen Corporation July 14, 2009 Page 2 to include information regarding the expiration of the agreement and each party’s termination rights thereunder. We note that your Form 10-K for the fiscal year ended March 31, 2009 filed June 11, 2009 doe s not contain this information. * * * * Please provide us the information requested within 10 business days or tell us when you will provide us with a response. Please furnish a cover letter with your response that keys your responses to our comments and provide any requested information. Detailed cover letters greatly facilita te our review. Please furnis h your letter on EDGAR under the form type label CORRESP. We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes all in formation required under the Securities Exchange Act of 1934 and that they have provided all information investors require for an informed investment decision. Since the company and its management are in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made. In connection with responding to our co mments, please provide, in your letter, a statement from the company acknowledging that: • the company is responsible for the adequacy and accuracy of the disclosure in the filing; • staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and • the company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. In addition, please be advise d that the Division of Enfo rcement has access to all information you provide to the staff of the Divi sion of Corporation Fi nance in our review of your filing or in response to our comment on your filing. Please contact Laura Crotty, Staff Attorn ey, at (202) 551-3563 or Suzanne Hayes, Legal Branch Chief, at (202) 551-3675 if you ha ve questions regardi ng the processing of your response as well as any questions regarding co mments and related matters. Sincerely, Jeffrey P. Riedler Assistant Director