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Trot out any of the classic Wall Street doomsday metaphors — closing windows, dried-up pipelines, gathering storm clouds — and they all fit: The fourth quarter of 2000 was no time to try to bring an initial public offering to market. The Nasdaq was plummeting, the presidential race was dragging, and holiday doldrums loomed. But with a client determined to make a go of it before conditions deteriorated further, H. David Henken led a team that whirled through the Securities and Exchange Commission vetting process, permitting the client’s IPO to come to market on December 6. “It was execution, execution, execution,” says Henken, a partner at Boston’s Goodwin Procter. “We had to take advantage of the brief window.” Henken’s client, Holliston, Mass.�based Harvard Bioscience Inc., didn’t need the IPO capital to stay afloat, but its investment bankers believed that with the market continuing to decline, the company would have to go public in December or risk waiting another several months. So for the lawyers, the pressure was intense to get the SEC to declare Harvard Bioscience’s registration statement effective — and quickly. In less than four months, Henken and his team turned around a half-dozen amendments to the company’s registration statement, sometimes working around the clock to respond to regulators’ questions. Harvard Bioscience, Henken explains, sells 10,000 products in more than 60 countries, and the lawyers had to work hard to be sure the SEC understood not only the range of products, but also the series of acquisitions that had so vastly expanded the company’s business. “Our job,” says Goodwin associate Charles Sturdy, “was making sure we didn’t hit any last-minute glitches.” Henken, 40, usually represents private equity and venture capital clients, as well as emerging companies, in investment deals. Indeed, that’s how he picked up Harvard Bioscience, a manufacturer of equipment used in drug discovery research, as a client. In the mid-’90s he represented Pioneer Capital Corporation (now Ascent Venture Partners) in its investment in what was then known as Harvard Apparatus. The management team that took over the company, Chane Graziano and David Green, decided to keep Henken involved as corporate counsel. Since then, Henken has represented Harvard Bioscience in a series of acquisitions that — in the view of the company’s management and investment advisers — put it in a strong position to go public, says company president Green. The biotech boom of the first quarter of 2000 had cooled when Harvard Bioscience held its IPO organization meeting in August, Green says, but the Nasdaq was still high — over 4,000. “Our desire was to do it quickly,” Green says. Explains Sumner Anderson, the company’s investment banker from Thomas Weisel Partners: “We had to get [the offering] done before Thanksgiving or before the second week in December. That’s when the IPO market shuts down.” For Harvard Bioscience, a profitable company with a 100-year history, a fall 2000 public offering was not essential for survival. But it would be a problem, says investment banker Anderson, to go out on a road show and then call off the IPO. And with the market in an apparent free fall in October, no one could be sure when the company could resurrect its plans to go public if it didn’t proceed before the end of the year. So by early November, management and the investment bankers had to have assurances from Henken and his Goodwin Procter team, as well as from underwriter’s counsel at Boston’s Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, that the SEC’s questions had been answered. It was in the period of negotiating with the SEC that Henken’s history with Harvard Bioscience proved invaluable. Most of the SEC’s questions involved the company’s acquisitions. Because Henken had represented Harvard Bioscience in most of these transactions, he was able to respond quickly to regulators. “That was key,” says underwriter’s counsel John Cheney of Mintz Levin. “David had that history.” Investment banker Anderson says he also appreciated Henken’s handling of a delicate situation: litigation over the company’s name. Harvard University, to which Harvard Bioscience has no ties, sued the company when it announced it was going public. Henken — whose firm was conflicted because of a client relationship with the university — deferred to a nonconflicted firm, Boston’s Dwyer & Collora, brought in by Harvard Bioscience. The SEC took just over three weeks to respond to Harvard Bioscience’s first draft of a registration statement — slightly faster than usual. But in the subsequent rounds, says Goodwin IPO specialist Sturdy, the lawyers were turning around answers to SEC questions in a day. “The IPO window was rapidly closing,” he says. “The end of the process was definitely accelerated.” With the market dropping fast — by the day of the pricing meeting the Nasdaq was at about 2,600 — Harvard Bioscience was forced to cut its offering share price from $11�$13 to $8, the price at which it went out. But it did go to market, raising almost $52 million of capital for the company — and making Harvard Bioscience one of just a handful of companies to brave the December IPO chill.

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