SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange
Act of 1934
(Amendment No. )
Filed by the Registrant x
Filed by a Party other than the Registrant
check the appropriate box:
x Preliminary Proxy Statement
Definitive Proxy Statement
Definitive Additional Materials
Soliciting Material Pursuant to 14a-11(c) or 14a-12
Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
IMMUNOMEDICS, INC.
________________________________________________
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement if other than the Registrant)
_______________________________________________________________________
Payment of Filing Fee (Check the appropriate box):
x $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.
$500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on
which the filing fee is calculated and state how it was determined):
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:
Fee paid previously with preliminary materials.
Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
1) Amount previously paid:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:
IMMUNOMEDICS, INC.
300 American Road
Morris Plains, New Jersey 07950
____________________
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
____________________
November 6, 1996
NOTICE IS HEREBY GIVEN that the Annual Meeting of
Stockholders of IMMUNOMEDICS, INC. (the "Company") will be
held at the Company's offices at 300 American Road, Morris
Plains, New Jersey 07950, on Wednesday, November 6, 1996,
at 10:00 a.m., for the following purposes:
1. To elect eight Directors;
2. To approve amendments to the 1992 Stock
Option Plan;
3. To approve an amendment to the Company's
Certificate of Incorporation to authorize
additional shares of common stock;
4. To ratify the selection of KPMG Peat
Marwick LLP as the Company's independent auditors
for the fiscal year ending June 30, 1997; and
5. To transact such other business as may
properly come before the meeting or any adjournment
or adjournments thereof.
The Board of Directors has fixed the close of
business on September 30, 1996 as the record date for
determining all stockholders entitled to receive notice of
the Annual Meeting and to vote at such meeting or any
adjournment or adjournments thereof.
The Board of Directors appreciates and welcomes
stockholder participation in the Company's affairs.
Whether or not you plan to attend the Annual Meeting,
please vote by completing, signing and dating the enclosed
proxy and returning it promptly to the Company in the
enclosed self-addressed, postage-prepaid envelope. If you
attend the meeting, you may revoke your proxy and vote your
shares in person.
By Order of the Board of Directors,
ELLEN EISENHANDLER,
Assistant Secretary
October 7, 1996
<PAGE>
IMMUNOMEDICS, INC.
300 American Road
Morris Plains, New Jersey 07950
_______________________
PROXY STATEMENT
_______________________
ANNUAL MEETING OF STOCKHOLDERS
NOVEMBER 6, 1996
General Information
This Proxy Statement is furnished to the
stockholders of Immunomedics, Inc., a Delaware corporation
(the "Company"), in connection with the solicitation of
proxies by the Board of Directors of the Company (the
"Board of Directors") for use at the Annual Meeting of
Stockholders of the Company to be held on November 6, 1996,
and any adjournment or adjournments thereof (the "Annual
Meeting"). A copy of the notice of meeting, the Company's
Annual Report for the fiscal year ended June 30, 1996, and
form of proxy accompany this Proxy Statement and are first
being sent to stockholders on or about October 7, 1996.
Only stockholders of record at the close of business
on September 30, 1996, the record date for the Annual
Meeting, will be entitled to notice of and to vote at the
Annual Meeting. On the record date, there were issued and
outstanding 35,XXX,XXX shares of the Company's Common
Stock, par value $.01 per share (the "Common Stock"). Each
share of Common Stock entitles the holder to one vote with
respect to each of the matters to be voted upon at the
Annual Meeting. The Common Stock is the only class of
outstanding securities of the Company entitled to vote at
the Annual Meeting.
Presence in person or by proxy of the holders of
17,5XX,XXX shares of Common Stock will constitute a quorum
at the Annual Meeting. The affirmative vote of the holders
of a majority of all outstanding shares entitled to vote at
the Annual Meeting is required to approve the amendment to
the Company's Certificate of Incorporation. Assuming a
quorum is present, the affirmative vote of the holders of
at least a majority of votes present and entitled to be
cast at the Annual Meeting is required for (i) the election
of Directors, (ii) the approval of the amendments to the
1992 Stock Option Plan (the "1992 Option Plan"), (iii) the
ratification of the selection of KPMG Peat Marwick LLP as
independent auditors for the current fiscal year, and (iv)
except as otherwise required by Delaware Law or the
Company's Certificate of Incorporation, any other matters
that properly come before the meeting. If a stockholder,
present in person or by proxy, abstains on any matter, the
stockholder's shares will not be voted on such matter.
Abstentions may be specified on all proposals submitted to
a stockholder vote other than the election of directors.
Abstentions will be counted as present for purposes of
determining the existence of a quorum regarding the
proposal on which the abstention is noted. Thus, an
abstention from voting on a matter has the same legal
effect as a vote "against" the matter, even though a
stockholder may interpret such action differently. A proxy
submitted by a stockholder also may indicate that all or a
portion of the shares represented by such proxy are not
being voted by such stockholder with respect to a
particular matter. This could occur, for example, when a
broker is not permitted to vote shares held in street name
on certain matters in the absence of instructions from the
beneficial owner of the shares.
If a proxy in the accompanying form is properly
executed and returned, the shares represented thereby will
be voted as instructed in the proxy. If no instructions
are given, the persons named in the proxy intend to vote in
favor of (i) the nominees for election as Directors as set
forth below, (ii) the approval of the amendments to the
1992 Option Plan, (iii) the approval of the amendment to
the Company's Certificate of Incorporation to authorize
additional shares of common stock, and (iv) the
ratification of the selection of KPMG Peat Marwick LLP as
independent auditors for the current fiscal year.
<PAGE>
Brokers holding shares in street name, who do not
receive instructions, are entitled to vote on the election
of directors and ratification of the appointment of the
independent auditors, since such matters are considered to
be routine, but will not be entitled to vote on the
proposal to approve the amendments to the 1992 Option Plan
or the proposal to approve the amendment to the Company's
Certificate of Incorporation, since such matters are not
considered to be routine. Since a broker is not required
to vote shares held in "street name" in the absence of
instructions from the beneficial stockholder and, in the
absence of instructions, is not permitted to vote on the
proposal to approve the amendments to the 1992 Option Plan
or the proposal to approve the amendment to the Company's
Certificate of Incorporation, a stockholder's failure to
instruct his broker may result in the stockholder's shares
not being voted.
Each proxy granted may be revoked by the person
granting it at any time (i) by giving written notice to
such effect to the Secretary or Assistant Secretary of the
Company, (ii) by execution and delivery of a proxy bearing
a later date, or (iii) by attendance and voting in person
at the Annual Meeting, except as to any matter upon which,
prior to such revocation, a vote shall have been cast
pursuant to the authority conferred by such proxy. The
mere presence at the Annual Meeting of a person appointing
a proxy does not revoke the appointment.
ELECTION OF DIRECTORS
Nominees
The Certificate of Incorporation of the Company
provides that the number of Directors of the Company shall
be fixed by resolution of the Board of Directors. Such
number currently has been fixed at eight persons. At the
Annual Meeting, eight persons will be elected to the Board
of Directors to serve until the next annual meeting and
until their successors have been elected and qualify. The
persons named as proxies in the accompanying proxy intend
to vote FOR these nominees of the Board of Directors or, if
any of the nominees should be unable to serve, for such
substitute nominee(s) as the Board of Directors then may
propose.
The following table sets forth information about the
nominees, each of whom is currently serving as a Director
of the Company:
Year First
Elected to
Board of
Name Age Positions with the Company Directors
_____________________ ___ ____________________________________ __________
David M. Goldenberg . .58 Chairman of the Board, Chief
Executive Officer, Director (1). . 1982
Albert D. Angel. . . .59 Director (3)(5) . . . . . . 1993
A. E. Cohen . . . . .60 Director (1)(3)(6) . . . . . . 1992
Rolf H. Henel . . . .59 Director (1)(2)(4) . . . . . . 1996
Marvin E. Jaffe. . . .60 Director (2)(5) . . . . . . 1994
Richard R. Pivirotto. .66 Director (2)(4)(6) . . . . . . 1991
Warren W. Rosenthal . .73 Director (2)(3)(4)(6) . . . . 1983
Richard C. Williams . .53 Director (1)(2)(3)(4)(5) . . . . 1993
________________
(1) Executive Committee member
(2) Audit Committee member
(3) Compensation Committee member
(4) Finance Committee member
(5) Research Review Committee member
(6) Governance and Nominating Committee member
<PAGE>
Each current Director was elected as such at the
Annual Meeting held on November 8, 1995, except for Mr.
Henel, who was appointed as a Director on June 26, 1996.
No family relationship exists among the Directors of the
Company or between any of such persons and the Executive
Officers of the Company.
Dr. David M. Goldenberg was the founder of the
Company in July 1982 and, since that time, has been
Chairman of the Board of the Company. Dr. Goldenberg has
served as Chief Executive Officer since February 1994 and
also served as Chief Executive Officer of the Company from
July 1982 through July 1992. Dr. Goldenberg was Professor
of Pathology at the University of Kentucky Medical Center
from 1973 until 1983 and Director of such University's
Division of Experimental Pathology from 1976 until 1983.
From 1975 to 1980, he also served as Executive Director of
the Ephraim McDowell Community Cancer Network, Inc., and
from 1978 to 1980 he was President of the Ephraim McDowell
Cancer Research Foundation, Inc., both in Lexington,
Kentucky. Dr. Goldenberg is a graduate of the University
of Chicago College and Division of Biological Sciences
(S.B.), the University of Erlangen-Nuremberg (Germany)
Faculty of Natural Sciences (Sc.D.), and the University of
Heidelberg (Germany) School of Medicine (M.D.). He has
written or co-authored more than 900 articles, book
chapters and abstracts on cancer research, detection and
treatment, and has researched and written extensively in
the area of radioimmunodetection using radiolabeled
antibodies. In addition to his employment with the
Company, Dr. Goldenberg is President of The Center for
Molecular Medicine and Immunology ("CMMI"), an independent
not-for-profit research center, and its clinical unit, the
Garden State Cancer Center. He also holds the position of
Adjunct Professor Microbiology and Immunology with the New
York Medical College in Valhalla, N.Y. In 1985 and again
in 1992, Dr. Goldenberg received an "Outstanding
Investigator" grant award from the National Cancer
Institute for his work in radioimmunodetection and, in
1986, he received the New Jersey Pride Award in Science and
Technology. Dr. Goldenberg was honored as the ninth Herz
Lecturer of the Tel Aviv University Faculty of Life
Sciences. In addition, Dr. Goldenberg received the 1991
Mayneord 3M Award and Lectureship of the British Institute
of Radiology for his contributions to the development of
radiolabeled monocolonal antibodies used in the imaging and
treatment of cancer. He was also named the co-recipient of
the 1994 Abbott Award by the International Society for
Oncodevelopmental Biology and Medicine.
Albert D. Angel is currently President of Angel Consulting,
a management consulting firm in Short Hills, New Jersey, and is
a former President of The Merck Company Foundation. He was also
Vice President, Public Affairs, of Merck & Co., Inc. from September
1985 until December 1993. Mr. Angel joined Merck in 1967, serving
initially in various legal counsel positions and later as Vice
President of Merck Sharp & Dohme-Europe. Prior to joining Merck,
Mr. Angel was an attorney at Hughes Hubbard Blair & Reed, and
received his LL.B. from Yale Law School in 1960.
A. E. Cohen held several key managerial positions
during his 34-year career with Merck & Co., Inc., including
President of Merck Sharp & Dohme International through
1988, and Senior Vice President of Merck & Co., Inc. until
his retirement in January 1992. Mr. Cohen also serves as
a Director of Akzo N.V., a Netherlands conglomerate,
Agouron Pharmaceuticals, Inc., a biotechnology company
developing cancer therapy products, Teva Pharmaceutical
Industries, Ltd., an international pharmaceutical company,
Vacomedical, Inc., a biomedical research and development
company, Neurobiological Technologies, Inc., an emerging
pharmaceutical research and development company, and
OncoRx, Inc., a company engaged in the research and
development of products for the treatment of cancer and
cancer-related disorders. He currently serves as a consultant
to several companies.
Rolf H. Henel has been active as a consultant to
several major pharmaceutical companies as well as newer
biotechnology companies since May 1993. Prior thereto, he
served in a variety of management positions during his 12
years with Pfizer International and 15 years with Cyanamid
International, culminating in the position of President of
Cyanamid International's Lederle Division. He is a past
chairman of the international section of the Pharmaceutical
Manufacturers Association.
<PAGE>
Dr. Marvin E. Jaffe has been a consultant to the
health care industry since April 1994. From August 1988
until March 1994 he was president of the RW Johnson
Pharmaceutical Research Institute, where he was responsible
for the global research and development activities of a
group of Johnson & Johnson companies including Ortho and
McNeil Pharmaceutical, Ortho Biotech and Cilag. Prior to
joining Johnson & Johnson, Dr. Jaffe held senior positions
in drug development at Merck & Co., Inc. He also serves as
a Director of Chiroscience, plc., a pharmaceutical company
developing chemical isomers and Titan Pharmaceuticals,
Inc., a biopharmaceutical company focussing on neurological
diseases and cancer.
Richard R. Pivirotto has been the President of
Richard R. Pivirotto Company, Inc., a management consulting
firm in Greenwich, Connecticut, [since 1981]. Prior
thereto, until 1981, Mr. Pivirotto had served as President
and Chairman of Associated Dry Goods Corp., a chain of
retail department stores, of which he also served as a
Director until 1986. Mr. Pivirotto also serves as a member
of the Board of Directors of General American Investors
Company, Inc., the Gillette Company, The New York Life
Insurance Company, and Westinghouse Electric Corp. Mr.
Pivirotto serves as a Director of Greenwich Hospital Corp.,
a Trustee Emeritus of Princeton University, as well as a
Trustee of General Theological Seminary. Mr. Pivirotto was
a Trustee of The Center for Molecular Medicine and
Immunology from September 1989 until October 1991.
Warren W. Rosenthal has been a private investor
since 1989. Mr. Rosenthal was Chairman of the Board of
Directors of Jerrico, Inc., a food service company, for
more than five years prior thereto. Mr. Rosenthal is a
Director of Studio Plus, Inc., a(n) ___________ company.
Richard C. Williams has been the President and Chief
Executive Officer of Conner-Thoele Limited, a financial and
strategic advisory firm serving the health care and
pharmaceutical industries, since March 1989, and also is
Chairman of the Board of Medco Research, a company focused
on developing products for diagnosis and treatment of
cardiovascular diseases. He also serves on the
Advisory Board of Amoco Technology Center. In addition to
other positions, Mr. Williams served as Chief Financial
Officer of Erbamont, N.V. from November 1983 until February
1989, and prior thereto served in various financial positions
with Field Enterprises, Abbott International and American
Hospital Supply Corporation.
The Board of Directors recommends that stockholders
vote FOR the election of each of the nominees named herein.
Additional Information with respect to the Board of
Directors and its Committees
During the fiscal year ended June 30, 1996, the
Board of Directors met eleven times. There are six
standing committees of the Board of Directors which are
described below. During the fiscal year ended June 30,
1996, each Director attended at least 75% of the aggregate
of (i) all Board meetings, and (ii) all Committee meetings
of which he was a member.
The Executive Committee has all the power and
authority to act on behalf of the Board of Directors, to
the extent permitted under Delaware law, in all matters not
designated to other committees. During the fiscal year
ended June 30, 1996, the Executive Committee did not meet.
Principal functions of the other standing committees of the
Board of Directors are summarized below:
The Audit Committee reviews the audited financial
statements of the Company, reviews with the Company's
independent auditors the scope and results of the audit
engagement and recommends to the Board of Directors the
employment and termination of such auditors. During the
fiscal year ended June 30, 1996, the Audit Committee held
five meetings.
<PAGE>
The Compensation Committee administers and
interprets the Company's 1983 and 1992 Stock Option Plans,
approves options granted thereunder and reviews standards
and policies for compensation and fringe benefit programs
for the Company's employees (See "Executive Compensation
and Certain Relationships.") During the fiscal year ended
June 30, 1996, the Compensation Committee held seven
meetings.
The Finance Committee investigates new sources of
capital and oversees decisions regarding investment of the
Company's funds. During the fiscal year ended June 30,
1996, the Finance Committee held four meetings.
The Research Review Committee reviews research
initiatives of the Company and administers the Company's
obligations under an agreement with CMMI concerning the
allocation of research projects. During the fiscal year
ended June 30, 1996, the Research Review Committee held two
meetings.
The Governance and Nominating Committee considers
and recommends to the Board of Directors candidates for
nomination to the Board of Directors. During the fiscal
year ended June 30, 1996, the Governance and Nominating
Committee held one meeting.
The Company pays each of its non-employee Directors
an annual fee of $5,000, plus a per diem allowance of
$1,000 for attendance at meetings and committees thereof,
and $500 per telephone conference. Directors are also
reimbursed for their out-of-pocket expenses incurred in
attending such meetings. In addition, in accordance with
the terms of the 1992 Option Plan, each non-employee
Director receives an annual option on the first business
day in July to purchase 10,000 shares of the Common Stock
at the then-prevailing market price. See "Proposal to
Approve Amendments to the 1992 Stock Option Plan." Mr.
Angel and Dr. Jaffe were also retained as consultants by
the Company during fiscal 1996 and were paid quarterly fees
of $1,250 plus a per-diem of $1,000. Mr. Angel and Dr.
Jaffe were each paid a total of $2,500 for services
rendered during fiscal 1996.
Compensation Committee Interlocks and Insider Participation
During fiscal 1996, the Compensation
Committee of the Board of Directors consisted of Messrs.
Angel, Cohen, Rosenthal and Williams, each of whom is an
outside director.
Section 16(a) Beneficial Ownership Reporting Compliance
Based solely upon a review of Forms 3, 4 and 5 filed
with the Securities and Exchange Commission and the Company
under the Securities Exchange Act of 1934 (the "Exchange
Act") and a review of written representations received by
the Company, no person who at any time during fiscal 1996
was a director, Executive Officer or beneficial owner of
more than 10% of the outstanding shares of Common Stock
failed to file, on a timely basis, reports required by
Section 16(a) of the Exchange Act, except that (i) Dr. Carl
Pinsky, an Executive Officer of the Company, inadvertently
filed late a Form 4 for January 1996 reporting one
transaction involving the disposition of Common Stock
acquired upon the exercise of options, and filed late a
Form 4 for June 1996 reporting six transactions involving
the disposition of Common Stock acquired upon the exercise
of options, and (ii) Amy Factor, a former Executive Officer
of the Company, inadvertently filed late a Form 4 for
January 1996 reporting two transactions involving the
disposition of Common Stock acquired upon the exercise of
options.
<PAGE>
SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN BENEFICIAL
OWNERS
The following table sets forth, as of September 30,
1996, information regarding the beneficial ownership of
Common Stock (i) by each Director (each of whom, with the
exception of Mr. Angel, is a nominee for election at the
Annual Meeting), (ii) by each Executive Officer listed in
the Summary Compensation Table, (iii) by all Directors and
current Executive Officers as a group (ten persons), and
(iv) by each person or group known by the Company to own
beneficially in excess of five percent of the Common Stock:
Number of Shares Percent of
Name(1) of Common Stock Class
____________________________ ________________ __________
David M. Goldenberg. . . . . [12,697,904(2)] 36.7%
Albert D. Angel. . . . . . . 15,000(3) *
A. E. Cohen . . . . . . . . 66,500(4) *
Rolf H. Henel . . . . . . . 2,000 -
Marvin E. Jaffe. . . . . . . 7,700(5) *
Richard R. Pivirotto . . . . 75,000(3) *
Warren W. Rosenthal. . . . . 278,020(6) *
Richard C. Williams. . . . . 15,000(3) *
Amy Factor . . . . . . . . . 0(7) -
Hans J. Hansen . . . . . . . 55,000(3) *
Carl M. Pinsky . . . . . . . 24,250(3) *
Deborah Goldenberg . . . . . [2,344,784(8)] 6.8%
Eva Goldenberg . . . . . . . [2,344,784(8)] 6.8%
All Directors and Executive
Officers as a group. . . . . [13,234,374(9)] 37.8%
________________________
(1) Unless otherwise noted, the stockholders identified
in this table have sole voting and investment
power. The address of each of the stockholders
listed in the above table who own more than 5% of
the Common Stock is c/o Immunomedics, Inc., 300
American Road, Morris Plains, New Jersey 07950.
All information in the table is based upon reports
filed by such persons with the Securities and
Exchange Commission and the Company and upon
questionnaires submitted by such persons to the
Company in connection with the preparation of this
Proxy Statement.
(2) Consists of 8,671,412 shares held by Dr.
Goldenberg, 307,692 shares held by the David M.
Goldenberg 1989 Trust Agreement, 200,000 shares
held by Escalon Corp. ("Escalon"), a company
wholly-owned by Dr. Goldenberg, Hildegard
Goldenberg and certain family members, [3,468,000]
shares as to which Dr. Goldenberg has the right to
vote pursuant to a power of attorney granted to him
by certain of his children, and 50,000 shares which
may be acquired upon exercise of options which are
presently exercisable or will become exercisable
within 60 days of the date hereof (see "Executive
Compensation and Certain Relationships").
(3) Represents shares which may be acquired upon the
exercise of options which are presently exercisable
or will become exercisable within 60 days of the
date hereof (see "Executive Compensation and
Certain Relationships").
(4) Includes 65,000 shares which may be acquired upon
the exercise of options which are presently
exercisable or will become exercisable within 60
days of the date hereof (see "Executive
Compensation and Certain Relationships").
(5) Includes 7,500 shares which may be acquired upon
the exercise of options which are presently
exercisable or will become exercisable within 60
days of the date hereof (see "Executive
Compensation and Certain Relationships").
(6) Includes 217,000 shares which may be acquired upon
exercise of options which are presently exercisable
or will become exercisable within 60 days of the
date hereof (see "Executive Compensation and
Certain Relationships").
<PAGE>
(7) Ms. Factor was Executive Vice President of the
Company until August 31, 1996.
(8) Consists of [874,700] shares held directly by each
of Deborah and Eva Goldenberg, 615,384 shares held
by the David M. Goldenberg 1989 Trust Agreement and
the Hildegard Goldenberg 1989 Trust Agreement, of
which trusts Deborah Goldenberg and Eva Goldenberg
are trustees, and [854,700] shares held by Deborah
Goldenberg and Eva Goldenberg as trustees under
trust for the benefit of Denis C. Goldenberg.
Deborah and Eva Goldenberg have each signed a power
of attorney granting Dr. Goldenberg the right to
vote the shares held by them in their individual
capacity.
(9) Includes 523,750 shares which may be acquired upon
the exercise of options which are presently
exercisable or will become exercisable within 60
days of the date hereof.
(*) Less than 1%.
The Company does not know of any arrangements,
including a pledge by any person of securities of the
Company, the operation of which at a subsequent date may
result in a change in control of the Company.
EXECUTIVE COMPENSATION AND CERTAIN RELATIONSHIPS
Compensation Committee Report
The material in this report and in the performance
graph is not soliciting material, is not deemed filed with
the SEC and is not incorporated by reference in any filing
of the Company under the Securities Act of 1933, as
amended, or the Securities Exchange Act of 1934, as
amended, whether made before or after the date of this
Proxy Statement and irrespective of any general
incorporation language in such filing.
Compensation Committee Responsibilities
The Company's compensation program is administered
by the Compensation Committee of the Board of Directors
(the "Committee"), comprised of four non-employee
Directors. All actions of the Committee are presented to
the Board of Directors for ratification. The Committee
reviews and determines the salaries for corporate officers
and key employees and reviews and determines, by grade
levels, employees who are eligible to participate in the
Company's incentive compensation plans. The Committee also
oversees management of the 1992 Option Plan, including the
granting and certain terms of stock options, and all other
compensation and benefit plans. The Committee oversees
salary grade administration for the entire Company, which
is used for establishing merit increases and starting
salaries for new employees and is the basis for
compensation reviews for all officers of the Company,
including the Chief Executive Officer. When deemed
appropriate, the Committee also consults with independent
outside advisors for guidance on executive compensation
issues.
Compensation Policies
The primary objective of the Company's compensation
program is to offer competitive compensation packages to
attract, retain and motivate Company employees. To achieve
this objective, industry and regional compensation surveys
are used to help ensure that the Company's salary structure
is competitive with other biopharmaceutical companies of
comparable size and stage of development, both within and
outside of the Company's geographical area. These surveys,
in conjunction with the Company's overall financial
condition, are also used in the process of determining
annual merit increases for all employees.
<PAGE>
The Company's compensation program currently
consists of an annual base salary, in certain select
instances cash bonuses and, for employees at manager level
and above, annual awards of stock options. Initially, when
an executive is hired, a compensation package is developed
based on the qualifications and experience the individual
brings to the Company. In certain instances, the Company
cannot match the cash compensation offered by large
pharmaceutical companies and larger biopharmaceutical
companies and, therefore, supplements salary with sizable
grants of stock options. In addition, annual grants of
stock options are awarded based on the individual's and the
Company's performance. The Company believes that this
granting of stock options provides an opportunity for
financial rewards not offered, either generally or to the
same extent, in larger, more mature companies. However,
these options will only be of real value if the Company is
successful in achieving its business objectives, thereby
increasing stockholder value. Consequently, the employee's
financial rewards are closely aligned with the Company's
performance and the value created for stockholders.
Each year the employee receives an appraisal
assessing the extent to which pre-established individual
goals have been achieved and the extent to which the
individual contributed to the overall success of the
Company. This appraisal process is reviewed in light of
the Company's success in achieving its overall business
objectives. The employee's annual merit adjustment and
stock option award are derived from this appraisal process.
Chief Executive Officer's Compensation
The compensation of the Company's Chief Executive
Officer, David M. Goldenberg, is administered pursuant to
a five-year employment contract, which was negotiated at
arms-length and entered into between Dr. Goldenberg and the
Company on November 1, 1993 (see "Amended and Restated
Employment Agreement with Dr. Goldenberg"). Pursuant to
the employment contract, Dr. Goldenberg is to receive an
annual base salary of not less than $220,000 and may
receive annual grants of stock options and/or a cash bonus,
if the performance of his duties are to the Board's
satisfaction.
Dr. Goldenberg's performance was reviewed by the
Compensation Committee at its August 1996 meeting. The
growth over the past year of the Company's operations,
under Dr. Goldenberg's leadership, was reviewed with
specific reference to the extent to which he contributed to
the overall success of the Company's achievements of its
objectives. Specific consideration was given to the
progress made in research and development programs,
clinical and regulatory activities, adherence to budget,
and third-party business development opportunities. In
addition, Dr. Goldenberg's total compensation was reviewed
based on the experience he brings to the Company and the
salaries paid to Chief Executive Officers of other
biopharmaceutical companies of similar size and stage of
development. As a result of this review, and in light of
the Company's financial condition, Dr. Goldenberg was
granted an increase in annual salary to $250,000.
Previously, on May 7, 1996, Dr. Goldenberg had been granted
an option to purchase an additional 100,000 shares of
Common Stock pursuant to the terms of the 1992 Option Plan.
Compensation Committee,
WARREN W.ROSENTHAL
A. E. COHEN
ALBERT D. ANGEL
RICHARD C. WILLIAMS
<PAGE>
Compensation of Executive Officers
The following table sets forth information regarding
compensation for services rendered, in all capacities,
awarded or paid to or earned by the Chief Executive Officer
and each of the other Executive Officers of the Company who
received compensation from the Company aggregating at least
$100,000 during the year ended June 30, 1996 (collectively,
the "Named Executive Officers").
<TABLE>
Summary Compensation Table
<CAPTION>
Long-Term
Annual Compensation Compensation
_____________________________________________ ____________
Shares All Other
Name and Other Annual Underlying Compensation
Principal Position Year Salary($)<F1> Bonus($) Compensation($) Options(#) ($)
__________________________ ____ ____________ ________ _______________ ____________ ____________
<C> <S> <S> <S> <S> <S> <S>
David M. Goldenberg 1996 221,875 0 105,400<F2> 200,000<F3> 179,000<F4>
Chairman of the Board 1995 221,875 0 100,000<F2> 100,000<F3> 93,000<F4>
Chief Executive Officer 1994 222,340 0 104,950<F2> 0 220,000<F4>
Amy Factor 1996 201,875 0 0 120,000<F5> 0
Executive Vice President 1995 187,075 0 0 185,000<F5> 0
1994 186,632 0 0 40,000<F5> 0
Carl M. Pinsky 1996 187,413 0 0 30,000<F6> 0
Vice President, Medical 1995 187,413 0 0 175,000<F6> 0
Affairs 1994 184,151 0 0 35,000<F6> 0
Hans J. Hansen 1996 159,851 0 0 55,000<F7> 0
Vice President, Research 1995 155,134 0 0 165,000<F7> 0
and Development 1994 148,838 0 0 35,000<F7> 0
<FN>
<F1> Includes contributions by the Company to its 401(k)
Retirement Plan on behalf of the named individuals.
<F2> Includes (i) $100,000 paid pursuant to an
employment agreement and (ii) an automobile
allowance of $5,400 in fiscal 1996 and $4,950 in
fiscal 1994 (see "Agreements with Executive
Officers").
<F3> Includes options to purchase 100,000 shares of
Common Stock granted in fiscal 1996 with respect to
fiscal 1997.
<F4> Includes (i) premiums paid on whole life insurance
policies maintained for the benefit of the
Goldenberg Family Trust in fiscal 1996, 1995, and
1994, of $154,000, $68,000, and $195,000,
respectively, and (ii) premiums of $25,000 paid
each year for life insurance policies maintained
for the sole benefit of Dr. Goldenberg (see
"Agreements with Executive Officers").
<F5> Includes (i) options to purchase 20,000 shares of
Common Stock granted in fiscal 1996 with respect to
fiscal 1997 and (ii) options to purchase 165,000
shares of Common Stock granted in fiscal 1995 upon
termination of an equal number of previously
granted options (including those granted in fiscal
1994).
<F6> Includes options to purchase 150,000 shares of
Common Stock granted in fiscal 1995 upon
termination of an equal number of previously
granted options (including those granted in fiscal
1994).
<F7> Includes (i) options to purchase 15,000 shares of
Common Stock granted in fiscal 1996 with respect to
fiscal 1997 and (ii) options to purchase 150,000
shares of Common Stock granted in fiscal 1995 upon
termination of an equal number of previously
granted options (including those granted in fiscal
1994).
</FN>
</TABLE>
<PAGE>
Stock Option Plan
All employees of the Company, members of the
Company's Board of Directors, members of the Company's
Scientific Advisory Board, if any, and consultants to the
Company are eligible to participate in the 1992 Option
Plan. The 1992 Option Plan is intended to provide
incentive to continue employment and dedication of such
persons by enabling them to acquire a proprietary interest
in the Company, and by offering comparable incentives to
enable the Company to better attract, compete for and
retain highly qualified employees and advisors. The 1992
Option Plan is administered by the Compensation Committee
of the Board of Directors (the "Committee"), currently
comprised of four non-employee Directors of the Company.
The 1992 Option Plan authorizes the issuance, within ten
years from the date of its adoption, of options covering up
to 3,000,000 shares of Common Stock, subject to adjustment
in certain circumstances. See "Proposal to Approve
Amendments to the 1992 Stock Option Plan."
The following table sets forth certain information
as to options granted pursuant to the 1992 Option Plan to
each of the Named Executive Officers of the Company and
certain other persons or groups of persons during the
fiscal year ended June 30, 1996. All of such options are
Non-Qualified Stock Options to purchase shares of Common
Stock and vest over a four-year period at the rate of 25%
per year.
<TABLE>
Option Grants During Fiscal 1996
<CAPTION>
Potential Realizable
Value at Assumed Annual
Rates of Stock Price
Appreciation for Option
Individual Grants Term<F1>
_______________________________________________ _______________________
Percent of
Total
Number of Options
Shares Granted to
Underlying Employees Exercise
Options in Price Expiration
Name Granted (#) Fiscal Year ($/share) Date 5%($) 10%($)
_____________________ ___________ ___________ _________ __________ _________ ___________
<C> <S> <S> <S> <S> <S> <S>
David M. Goldenberg 100,000 12% $7.25 5/7/06 $455,949 $1,155,463
100,000 12 3.62 7/31/05 $227,660 576,935
Amy Factor<F2> 20,000 2 7.25 5/7/06 91,190 231,093
100,000 12 3.62 7/31/05 227,660 576,935
Carl M. Pinsky 30,000 4 7.25 5/7/06 136,785 346,639
Hans J. Hansen 15,000 2 7.25 5/7/06 68,392 173,319
40,000 5 3.62 7/31/05 91,064 230,774
<FN>
<F1> Amounts represent hypothetical gains that could be
achieved from the exercise of the respective
options and the subsequent sale of the Common Stock
underlying such options if the options were
exercised at the end of the option term. These
gains are based on assumed rates of stock price
appreciation of 5% and 10%, compounded annually
from the date the respective options were granted.
These rates of appreciation are mandated by the
rules of the Securities and Exchange Commission and
do not represent the Company's estimate or
projection of the future Common Stock price. The
exercise price of these options was equal to the
closing price of the Common Stock on the date of
grant.
<F2> All unexercised options (whether or not
exercisable) terminated on August 31, 1996.
</FN>
</TABLE>
<PAGE>
The following table sets forth information for each
of the Named Executive Officers with respect to the value
of options exercised during the fiscal year ended June 30,
1996, and the value of outstanding and unexercised options
held as of June 30, 1996, based upon the market value of
the Common Stock of $9.25 per share on that date.
<TABLE>
Aggregated Option Exercises in Last Fiscal Year and Fiscal Year-End Option Values
<CAPTION>
Shares Underlying Value of Unexercised
Unexercised Options In-the-Money Options at
Value at Fiscal Year End (#) Fiscal Year End ($)<F2>
Shares Acquired Realized __________________________ __________________________
Name on Exercise (#) ($) <F1> Exercisable Unexercisable Exercisable Unexercisable
_________________________ _______________ _________ ___________ _____________ ___________ _____________
<C> <S> <S> <S> <S> <S> <S>
David M. Goldenberg 25,000 $112,188 0 275,000 $ 0 $ 1,213,000
Amy Factor 101,250 511,734 0 258,750 0 1,450,350
Carl M. Pinsky 77,500 421,063 30,000 161,250 203,750 861,000
Hans J. Hansen 79,750 388,151 41,250 178,750 252,000 1,011,200
<FN>
<F1> Represents the difference between the closing
market price of the Common Stock on the date of
exercise and the exercise price per share of
in-the-money options, multiplied by the number of
shares acquired upon exercise. The calculation
does not reflect the effect of any income taxes
which may be due on the value realized.
<F2> Represents the difference between the closing
market price of the Common Stock at June 30, 1996
of $9.25 per share and the exercise price per share
of in-the-money options, multiplied by the number
of shares which could be acquired at June 30, 1996.
</FN>
</TABLE>
<PAGE>
Performance Table
The following table illustrates a comparison of the
cumulative stockholder return (change in stock price plus
reinvested dividends) of the Common Stock with the Nasdaq
Pharmaceutical Stock Index (the "Nasdaq Pharmaceutical
Index") and the Nasdaq Stock Market Index (U.S.) (the
"Nasdaq Composite Index"). The comparisons in the table
are required by the Securities and Exchange Commission and
are not intended to forecast or be indicative of possible
performance of the Common Stock.
COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN
AMONG IMMUNOMEDICS, INC., THE NASDAQ COMPOSITE INDEX
AND THE NASDAQ PHARMACEUTICAL INDEX
Cummulative Total Return
__________________________________
6/91 6/92 6/93 6/94 6/95 6/96 0656HIMM
Immunomedics IMMU 100 111 106 53 36 140 07/20/96
NASDAQ COMPOSITE INAS 100 120 151 153 204 261 065666NAS
NASDAQ PHARMACEUTICAL INAP 100 125 108 91 120 177 06566NAP
The table above assumes $100 was invested on June
30, 1991 in the Common Stock, the securities comprising
the Nasdaq Pharmaceutical Index and the securities
comprising the Nasdaq Composite Index, with reinvestment of
any dividends.
<PAGE>
Retirement Plan
The Company maintains a retirement plan established
in conformity with Section 401(k) of the Internal Revenue
Code. All employees of the Company are eligible to
participate in the retirement plan and may (but are not
obligated to) contribute a percentage of their salary to
the retirement plan, subject to certain limitations. Each
year, the Company may contribute to the retirement plan a
percentage of each employee's contribution to the
retirement plan, which does not exceed 5% of the employee's
salary. The Company may also make an additional
contribution to the retirement plan. Employee
contributions vest immediately. Company contributions vest
20% after two years from the date of participation and,
thereafter, at the rate of 20% per year for the following
four years. A participant also becomes fully (100%) vested
upon death, upon retirement at age 65, or if becoming
disabled while an employee. Benefits are paid following
termination of employment or upon showing of financial
hardship. It is not possible to estimate the benefits that
any participant may be entitled to under the retirement
plan since the amount of such benefits will be dependent
upon, among other things, future contributions by the
Company, future net income earned by the contributions and
forfeitures on future terminations of employment. In each
of the last three fiscal years, the Company has not
contributed to the retirement plan in excess of $2,200 for
any officer of the Company.
Agreements with Executive Officers
The Company has not entered into any compensatory
arrangement pursuant to which any Executive Officer of the
Company will receive payments from the Company as a result
of the Executive Officer's resignation, retirement or
termination of employment or as a result of a change in
control of the Company, except as set forth below.
Amended and Restated Employment Agreement with Dr. Goldenberg
On November 1, 1993, the Company and Dr. Goldenberg
entered into a five-year employment agreement (the
"Agreement"), with an additional one-year assured renewal
and thereafter automatically renewable for additional
one-year periods unless terminated by either party as provided
in the Agreement. Dr. Goldenberg will continue to serve as
the Company's Chairman and will receive an annual base
salary of not less than $220,000, subject to increases as
determined by the Board of Directors.
Pursuant to the Agreement, Dr. Goldenberg is
required to devote as much time as is reasonably necessary
to fulfill the duties contemplated by that Agreement.
Additionally, the Agreement provides that Dr. Goldenberg
may engage in other business, general investment and
scientific activities provided such activities do not
materially interfere with the performance of any of his
obligations under the Agreement, allowing for those he
presently performs for CMMI, as further discussed below.
The Agreement extends the ownership rights of the Company
to, with an obligation to diligently pursue, all ideas,
discoveries, developments and products in the entire
medical field, which, at any time during his past or
continuing employment by the Company (but not when
performing services for CMMI), Dr. Goldenberg has made or
conceived or hereafter makes or conceives, or the making or
conception of which he has materially contributed to or
hereafter contributes to, all as defined in the Agreement
(collectively "Goldenberg Discoveries").
Further, pursuant to the Agreement, Dr. Goldenberg
will receive incentive compensation of 0.5% on the first
$75,000,000 of all defined Annual Net Revenue of the
Company and 0.25% on all such Annual Net Revenue in excess
thereof (collectively "Revenue Incentive Compensation").
Annual Net Revenue includes the proceeds of certain
dispositions of assets or interests therein (other than
defined Undeveloped Assets), including defined Royalties,
certain equivalents thereof and, to the extent approved by
the Board, non-royalty license fees. Revenue Incentive
Compensation will be paid with respect to the period of Dr.
Goldenberg's employment, and two years thereafter, unless
he unilaterally terminates his employment without cause or
he is terminated by the Company for cause. With respect to
the period that Dr. Goldenberg is entitled to receive
Revenue Incentive Compensation on any given products, it
will be in lieu of any other percentage compensation based
on sales or revenue due him with respect to such products
under this Agreement or the existing License Agreement
between the Company and Dr. Goldenberg (described below).
With respect to any periods that Dr. Goldenberg is not
receiving such Revenue Incentive Compensation for any
products covered by patented Goldenberg Discoveries or by
certain defined Prior Inventions of Dr. Goldenberg, he will
receive 0.5% on cumulative annual net sales of, and
royalties, certain equivalents thereof, and, to the extent
approved by the Board, other consideration received by, the
Company for such products (collectively, "Annual Net
Revenues") up to a cumulative annual aggregate of
$75,000,000 and 0.25% on any cumulative Annual Net Revenue
in excess of $75,000,000 (collectively "Royalty Payments").
A $100,000 annual minimum payment will be paid in the
aggregate against all Revenue Incentive Compensation and
Royalty Payments.
<PAGE>
Dr. Goldenberg will also receive a percent, not less
than 20%, to be determined by the Board, of net
consideration (including license fees) which the Company
receives for any disposition, by sale, license or otherwise
(discussions directed to which commence during the term of
his employment plus two years) of any defined Undeveloped
Assets of the Company which are not budgeted as part of the
Company's strategic plan.
Under the Agreement, Dr. Goldenberg is not entitled
to any incentive compensation with respect to any products,
technologies or businesses acquired from third parties for
a total consideration in excess of $5,000,000, unless the
Company had made a material contribution to the invention
or development of such products, technologies or businesses
prior to the time of acquisition. Except as affected by a
defined Change in Control or otherwise approved by the
Board of Directors, Dr. Goldenberg would also not be
entitled to any incentive compensation based on defined
Annual Net Revenue of the Company or any Royalty Payments
with respect to any time during his term of employment
(plus two years, unless employment is terminated by mutual
agreement or by Dr. Goldenberg's death or permanent
disability) that he is not the direct or beneficial owner
of shares of the Company's voting stock with an aggregate
market value of at least twenty times his defined annual
cash compensation.
License Agreement with Dr. Goldenberg
Pursuant to a License Agreement between the Company
and Dr. Goldenberg, Dr. Goldenberg licensed to the Company
certain patent applications owned by him at the time of the
Company's formation in exchange for a royalty in the amount
of 0.5% of the first $20,000,000 of annual net sales of all
products covered by any of such patents and 0.25% of annual
net sales of such products in excess of $20,000,000. As
discussed above, the Agreement with Dr. Goldenberg extends
the ownership rights of the Company to the Goldenberg
Discoveries.
Life Insurance for Dr. Goldenberg
The Company has also agreed with Dr. Goldenberg to
maintain in effect for his benefit a $2,000,000 whole life
insurance policy. If Dr. Goldenberg retires from the
Company on or after his agreed retirement (age 62), or if
his employment ends because of permanent disability, the
Company must pay all then outstanding loans, if any, made
under such policy, and assign such policy to Dr. Goldenberg
in consideration of the services previously rendered by Dr.
Goldenberg to the Company. If the employment of Dr.
Goldenberg ends for any other reason, except for cause, Dr.
Goldenberg has the option to purchase such policy for a
price mutually agreed upon by him and the Board of
Directors, but not to exceed the cash value thereof less
any outstanding policy loans, or he may purchase such
policy at its full cash value, less any outstanding loans,
with the purchase price to the paid out of the proceeds of
the policy or any earlier payment or withdrawal of all or
any portion of its net cash value. The Company also
currently maintains $4,000,000 of key man life insurance on
Dr. Goldenberg for the benefit of the Company.
A trust created by Dr. Goldenberg has purchased a
$10,000,000 whole life policy on his life. The policy
provides funds which may be used to assist Dr. Goldenberg's
estate in settling estate tax obligations and thus
potentially reducing the number of shares of the Common
Stock the estate may be required to sell over a short
period of time to raise funds to satisfy such tax
obligations. This policy was purchased in September 1994
to replace three policies aggregating $20,000,000 which had
been in effect since November 1991 covering the second-to-die
of Dr. Goldenberg and his wife. Upon cancellation of
these three policies, the cash surrender value of the
policies was reinvested into the new policy. During what
is estimated to be a 15-year period, the Company is
obligated to pay $143,000 per year towards premiums,
compared to an equivalent $250,000 commitment under the
previous policies, in addition to amounts required to be
paid by Dr. Goldenberg. The Company has an interest in
this new policy up to the cumulative amount of premium
payments made by it under the old and new policies, which,
through September 30, 1996, amounted to [$981,000]. If
Dr. Goldenberg's employment terminates, and the policy is
not maintained, the Company would receive payment of only
its invested cumulative premiums, up to the amount of cash
surrender value in the policy.
<PAGE>
The Center for Molecular Medicine and Immunology
The Center for Molecular Medicine and Immunology
("CMMI") is a not-for-profit corporation, currently located
adjacent to the Company's Newark facility. CMMI was
established in 1983 by Dr. Goldenberg and is devoted
primarily to cancer research. Dr. Goldenberg was the
original founder of, and currently serves as President and
a member of the Board of Trustees of CMMI. Dr. Goldenberg
spends substantially more of his working time for CMMI than
for the Company. Certain consultants to the Company have
employment relationships with CMMI and Drs. Carl Pinsky and
Hans Hansen, officers of the Company, are Adjunct Members
at CMMI. Despite these relationships, CMMI is independent
of the Company and its management and fiscal operations are
the responsibility of its Board of Trustees.
The Company's product development has involved, to
varying degrees, CMMI for the performance of certain basic
research and patient evaluations. CMMI performs pilot and
pre-clinical trials in product areas of importance to the
Company. In addition, CMMI conducts basic research and
patient evaluations in a number of areas of potential
interest to the Company, the results of which are made
available to the Company pursuant to a collaborative
research and license agreement. If such research results
in the development of a potential product, the Company has
a right of first negotiation to obtain a worldwide
exclusive license to produce and market the product
(including the right to grant sublicenses), unless
developed by CMMI under a research and development contract
with a third party. If the Company exercises this right
with respect to a product, it must pay to CMMI a royalty,
to be negotiated in good faith at the time the license is
obtained. To date, no products have been licensed from
CMMI.
The potential for conflict of interest exists in
connection with the relationship between the Company and
CMMI, and the provisions of the agreement between the
Company and CMMI have been designed to prevent such
conflicts of interest. The Company and CMMI have agreed
that neither will have any right, title or interest in or
to the research grants, contracts or other agreements
obtained by the other party. The decision as to whether a
potential product has reached the stage of development such
that it must be offered by CMMI to the Company is made by
the executive committee of the Board of Trustees of CMMI,
and Dr. Goldenberg has agreed not to participate in the
determination of any such issue. In addition, the decision
by the Company as to whether or not to exercise its right
of first negotiation or release any potential product
offered by CMMI is determined by the majority vote of the
Board of Directors (or a subcommittee thereof), and, again,
Dr. Goldenberg has also agreed not to participate in the
determination of any such issue.
In July 1995, the Board of Directors of the Company
authorized a grant of $200,000 to CMMI in support of the
research and clinical work being performed at CMMI, such
grant to be expended in a manner deemed appropriate by the
Board of Trustees of CMMI. The Company also supplies CMMI
with laboratory materials and supplies at cost or, if
provided in connection with collaborative research efforts,
at no charge to CMMI.
<PAGE>
PROPOSAL TO APPROVE AMENDMENTS TO THE 1992 STOCK OPTION PLAN
The 1992 Option Plan was originally adopted by the
Company's Board of Directors in September 1992 and approved
by stockholders in November 1992. On September 4, 1996,
the Board of Directors of the Company amended and restated
the Immunomedics, Inc. 1992 Stock Option Plan (as amended
and restated, the "Amended Option Plan"), subject to
approval by the Company's stockholders. In addition to
technical, non-substantive amendments to the 1992 Stock
Option Plan, the amendments adopted by the Board of
Directors addressed certain items which, apart from clause
(i) below, generally were not permissible prior to the
Securities and Exchange Commission's recently adopted
amendments to the rules promulgated under Section 16(b) of
the Exchange Act. The Board of Directors believes that the
amendments to the 1992 Option Plan will enhance the
Company's ability to attract and retain qualified personnel
as well as providing the Company with increased flexibility
in structuring compensation. The material amendments
adopted by the Board of Directors are as follows: (i)
permit options to be granted to employees of any present or
future subsidiary or parent corporation of the Company,
(ii) permit options to be granted to non-employee directors
of the Company who also serve as consultants, (iii) allow
options granted under the Amended Option Plan to be
transferable by an optionee to immediate family members, if
permitted by the Company's Compensation Committee, and (iv)
allow the Board of Directors to amend the Amended Option
Plan without stockholder approval unless otherwise required
by applicable law.
General
All key employees of the Company and any present or
future parent or subsidiary, members of the Company's Board
of Directors, members of the Company's Scientific Advisory
Board, if any, and consultants to the Company are eligible
to participate in the Amended Option Plan. The 1992 Option
Plan is intended to provide incentive to continued
employment and dedication of such persons by enabling them
to acquire a proprietary interest in the Company, and by
offering comparable incentives to enable the Company to
better attract, compete for and retain highly qualified
employees and advisors.
As of September 30, 1996, there were approximately
__ persons eligible to participate in the 1992 Option Plan.
The Amended Option Plan authorizes the issuance, within ten
years from the date of its adoption, of options covering up
to 3,000,000 shares of Common Stock, subject to adjustment
in certain circumstances. As of September 30, 1996,
options for an aggregate of ____________ shares of Comon
Stock, at exercise prices ranging from $___ to $___, were
outstanding under the Amended Option Plan and ______ shares
of Common Stock were available for the grant of future
options under the Amended Option Plan. See "Executive
Compensation and Certain Relationships - Stock Option
Plan."
Options may be either "Incentive Stock Options" as
that term is defined in Section 422 of the Code, or options
which do not qualify as Incentive Stock Options
("Non-Qualified Stock Options"). Incentive Stock Options may be
granted only to employees of the Company. An Incentive
Stock Option must expire within ten years from the date it
is granted (five years in the case of options granted to
holders of more than 10% of the Common Stock). Incentive
Stock Options are not exercisable until one year after the
date of grant. The exercise price of an Incentive Stock
Option must be at least equal to the fair market value of
the Common Stock on the date that such incentive Stock
Option is granted (110% of fair market value in the case of
options granted to holders of more than 10% of the Common
Stock) and must be paid for in cash or in capital stock of
the Company valued at its then fair market value. In
addition, the Company may grant Non-Qualified Stock
Options, the exercise price of which must be at least equal
to the fair market value of the Comon Stock on the date of
grant. Common Stock acquired upon the exercise of
Non-Qualified Stock Options and Incentive Stock Options is
referred to herein as option stock and incentive option
stock, respectively.
The Amended Option Plan is administered by the
Compensation Committee of the Board of Directors (the
"Committee"), consisting of at least two non-employee
directors of the Company. The Committee determines,
consistent with the terms of the Amended Option Plan, the
persons to whom options may be granted, the number of
shares subject to options and certain other terms and
conditions of options. In addition to being entitled to
receive discretionary grants of options under the Amended
Option Plan, the non-employee directors of the Company
receive, on the date they join the Board, a Non-Qualified
Stock Option to purchase 10,000 shares of Common Stock, and
receive on the first business day in July of each year that
they remain a Director, a Non-Qualified Stock Option to
purchase 10,000 shares of Common Stock (subject to
proration for those directors serving less than a year
prior to such grant). The exercise price of such options
is the fair market value of the Common Stock on the date of
grant.
<PAGE>
Options shall not be transferable by an optionee
otherwise than by will or the laws of descent and
distribution, and shall be exercisable during his lifetime
only by him; except than the Committee, either at or after
the grant of an Option, may permit a Non-Qualified Stock
Option to be transferable to any and all of an optionee's
spouse, child or grandchild or to a trustee of a trust for
the sole benefit of any or all of them. Options terminate
upon the termination of the optionee's relationship with
the Company (or one year thereafter if such termination is
by reason of death); provided that the Committee may, in
its sole discretion, extend the termination date of such
options to a date not later than three months after the
date of termination of relationship with the Company (or to
a date not later than one year after such termination, if
such termination is a result of disability). The Amended
Option Plan provides that the exercise of options within
the period commencing 180 days prior to, and ending 90 days
after, the date of termination of the optionee's
relationship with the Company may be denied or rescinded by
the Company and that any profits realized by the optionee
therefrom will be subject to recovery by the Company, in
each case if the Board of Directors determines, prior to 90
days after such termination, that the optionee has breached
a material duty or obligation to the Company. (The
foregoing rights of the Company are referred to below as
the "Rescission Rights".)
All options granted under the Amended Option Plan
will vest over a four-year period at a rate of 25% per
year, except those granted to consultants, which will vest
as determined by the Committee. Each option granted under
the Amended Option Plan is evidenced by an agreement
between the Company and the optionee containing the terms
and conditions of the option granted. At the discretion of
the Committee, options may have tandem stock appreciation
rights pursuant to which an optionee may elect, with the
consent of the Committee, to surrender any or all of the
optionee's options in exchange for a payment in cash or
shares of Common Stock equal to the difference between the
fair market value of the shares covered by the surrendered
options and the exercise price thereof, provided that such
payment may not exceed twice the amount of the exercise
price.
The Board of Directors, with respect to shares of
Common Stock not then subject to options, may suspend or
discontinue the Amended Option Plan or revise it or amend
it in any respect, without the approval of the
stockholders, except as otherwise required by (i) the Code,
(ii) the laws of the State of Delaware (the Company's
jurisdiction of incorporation), and (iii) the Exchange Act
or the rules promulgated thereunder.
The following table sets forth summary information
regarding the grant of options during fiscal 1996 to (i)
each nominee for election as a Director, (ii) all current
Executive Officers, as a group (three persons), (iii) all
current Directors who are not Executive Officers, as a
group (seven persons), and (iv) all employees (other than
Executive Officers) as a group (30 persons). For
information with respect to the grant of options in fiscal
1996 to the Named Executive Officers, see "Executive
Compensation and Certain Transactions - Stock Option Plan."
Number of
Name Options
A.E. Cohen, Director . . . . . . . . . . . . . . . . . . . . . . . 10,000
Rolf H. Henel, Director . . . . . . . . . . . . . . . . . . . . . . 10,000
Marvin E. Jaffe, Director . . . . . . . . . . . . . . . . . . . . . 10,000
Richard R. Pivirotto, Director . . . . . . . . . . . . . . . . . . 10,000
Warren W. Rosenthal, Director . . . . . . . . . . . . . . . . . . . 10,000
Richard C. Williams, Director . . . . . . . . . . . . . . . . . . . 10,000
All current Executive Officers, as a group . . . . . . . . . . . .285,000
All current Directors who are not Executive Officers, as a group. . 70,000
All employees (other than Executive Officers) as a group. . . . . .388,500
<PAGE>
Federal Income Tax Consequences
The grant of an option under the Amended Option Plan
does not result in any tax consequences to the Company or
the optionee. The tax consequences of exercising an option
or disposing of the Common Stock purchased by an optionee
upon exercise of an option ("option stock") depend on
whether the option is an Incentive Stock Option or a
Non-Qualified Stock Option.
If an optionee exercises a Non-Qualified Stock
Option, the optionee generally must include in gross
income, as compensation for the taxable year in which the
option stock becomes substantially vested, an amount equal
to the excess of the fair market value at the time it
becomes substantially vested over the exercise price for
the option stock, and the Company will be entitled to a tax
deduction in the same amount. At disposition, appreciation
(or depreciation) of the option stock, after the date of
exercise, generally is treated as capital gain (or loss),
long-term or short-term, depending upon the length of time
elapsed between the time when the option stock became
substantially vested and the time of disposition.
If an optionee exercises an Incentive Stock Option,
the optionee does not recognize income upon exercise,
provided that the optionee was an employee of the Company
at all times from the date when the option was granted
until not less than three months before exercise (or one
year if the optionee's employment terminates as a result a
permanent and total disability or death). However, the
excess of the fair market value at the time of exercise of
the option stock over the exercise price generally
constitutes an item of tax preference and, thus, must be
added to the optionee's taxable income for purposes of
determining the optionee's alternative minimum tax
liability for the taxable year of the exercise. If an
optionee exercises an Incentive Stock Option and fails to
satisfy the three-month (or one-year) employment period
requirement, the option is generally treated as a
Non-Qualified Stock Option.
If (i) an optionee disposes of option stock acquired
pursuant to an Incentive Stock Option less than one year
prior to such date, and (ii) the amount realized in the
disposition exceeds (or is less than) the exercise price,
then the optionee must include in gross income, as capital
gain (or loss) for the taxable year of the disposition, an
amount equal to the difference between the amount realized
in the disposition over the exercise price, and the Company
is not entitled to any deduction with respect thereto.
If (i) an optionee disposes of option stock acquired
pursuant to an Incentive Stock Option more than one year
after the date the option stock was acquired, and (ii) the
amount realized in the disposition exceeds both the
exercise price and the fair market value of the option
stock on the date of exercise, then the optionee must
include in gross income, as compensation for the taxable
year of the disposition, an amount equal to the excess of
such fair market value over the exercise price, and must
include in gross income as gain an amount equal to the
excess of the amount realized in the disposition over such
fair market value, and the Company is entitled to a
deduction of such amounts. Such gain is generally treated
as capital gain, long-term or short-term, depending upon
the length of time elapsed between the time when the option
stock was acquired and the time of disposition. If,
instead, the amount realized in the disposition exceeds the
exercise price, but is less than the fair market value of
the option stock on the date of exercise, the optionee must
include in gross income, as compensation for the taxable
year of the disposition, an amount equal to the excess of
the amount realized over the exercise price, and the
Company is entitled to a deduction of such amounts. If the
exercise price exceeds the amount realized in the
disposition, the optionee is allowed to deduct an amount
equal to such excess as a capital loss for the taxable year
of the disposition. Such loss is generally treated as
capital loss, long-term or short-term, depending upon the
length of time elapsed between the time when the option
stock was acquired and the time of disposition.
The affirmative vote of the holders of at least a
majority of the shares of Common Stock present and entitled
to vote at the Annual Meeting is required to approve the
amendments to the 1992 Option Plan.
The Board of Directors recommends that the
stockholders vote FOR the approval of the amendments to the
1992 Option Plan.
<PAGE>
PROPOSAL TO AMEND THE COMPANY'S CERTIFICATE OF INCORPORATION
The Company's Certificate of Incorporation currently
authorizes the issuance of up to 10,000,000 shares of
preferred stock (200,000 shares of which is issued and
outstanding) and 50,000,000 shares of Common Stock. The
Board of Directors of the Company is proposing to amend the
Certificate of Incorporation of the Company to increase the
number of authorized shares of Common Stock from 50,000,000
to 70,000.000 and has adopted and recommends that the
stockholders approve the amendment to Paragraph (a) of
ARTICLE IV of the Certificate of Incorporation of the
Company, which, as amended, shall read in its entirety as
follows:
"ARTICLE IV: (a) The Corporation shall be
authorized to issue eighty million (80,000,000)
shares, consisting of seventy million (70,000,000)
shares of Common Stock, $.01 par value per share
("Common Stock"), and ten million (10,000,000)
shares of Preferred Stock, $.01 par value per share
("Preferred Stock")."
As of September 30, 1996, there were _____________
shares of Common Stock outstanding and an additional
__________________ shares were reserved for issuance upon
conversion of the Company's Series D Preferred Stock and in
connection with stock options granted or available for
grant under the 1992 Option Plan. The additional
authorized shares that would be available for issuance, if
the proposed amendment is approved, may be issued for any
proper corporate purpose by the Board of Directors at any
time without further stockholder approval (subject,
however, to applicable statutes or the rules of the Nasdaq
Stock Market which require stockholder approval for the
issuance of shares in certain circumstances). The Board of
Directors believes it is desirable to give the Company this
flexibility in considering such matters as stock dividends,
raising additional capital, acquisitions or other corporate
purposes. The authorization of such shares will enable the
Company to act promptly and without additional expense if
appropriate circumstances arise which require the issuance
of such shares. The Company has no present agreements,
commitments, plans or intentions to issue any additional
shares, other than in connection with existing stock
options or the conversion of the outstanding Series D
Preferred Stock. Holders of Common Stock are not entitled
to preemptive rights, and to the extent that any additional
shares of Common Stock or securities convertible into
Common Stock may be issued on other than a pro rata basis
to current stockholders, the present ownership portion of
current stockholders may be diluted. Depending upon the
circumstances in which additional shares of Common Stock
are issued, the overall effects of such issuance may be to
render more difficult or to discourage a merger, tender
offer, proxy contest or the assumption of control by a
holder of a large block of Common Stock and the removal of
incumbent management. Management of the Company is not
aware of any possible takeover attempts at this time.
The affirmative vote of the holders of at least a
majority of the shares of Common Stock entitled to vote at
the Annual Meeting is required to approve the amendment to
the Certificate of Incorporation.
The Board of Directors recommends that the
stockholders vote FOR the approval of the amendment to the
Certificate of Incorporation.
SELECTION OF INDEPENDENT AUDITORS
The Board of Directors has selected KPMG Peat
Marwick LLP as the independent auditors to audit the books
and accounts of the Company for the current fiscal year.
KPMG Peat Marwick LLP has served as such independent
auditors since fiscal year 1992. One or more
representatives of KPMG Peat Marwick LLP will be present at
the Annual Meeting, will have an opportunity to make a
statement if they desire to do so and will respond to
appropriate questions.
The Board of Directors recommends that the
stockholders vote FOR approval of the selection of KPMG
Peat Marwick LLP as the Company's independent auditors.
STOCKHOLDERS PROPOSALS FOR NEXT ANNUAL MEETING
<PAGE>
Stockholders of the Company wishing to include
proposals in the proxy material relating to the 1997 Annual
Meeting of Stockholders of the Company must submit the same
in writing so as to be received at the principal executive
office of the Company (to the attention of the Secretary)
on or before June 12, 1997 for such proposal to be
considered for inclusion in the proxy statement for such
meeting. Such proposals must also meet the other
requirements of the rules of the Securities and Exchange
Commission relating to stockholder proposals.
The Governance and Nominating Committee will
consider nominees recommended by stockholders of the
Company for election as a Director at the 1996 Annual
Meeting of Stockholders of the Company, provided that any
such recommendation is submitted in writing, not less than
60 nor more than 120 days before the anniversary date of
the 1996 Annual Meeting of Stockholders, to the Committee,
c/o the Secretary of the Company, at the Company's
principal executive offices, accompanied by a description
of the proposed nominee's qualifications and other relevant
biographical information and an indication of the consent
of the proposed nominee to serve. In recommending
candidates, the Governance and Nominating Committee seeks
individuals who possess broad training and experience in
business, finance, law, government, medicine, immunology,
molecular biology, management or administration and
considers factors such as personal attributes, geographic
location and special expertise complementary to the
background and experience of the Board as a whole.
OTHER MATTERS
The Board of Directors does not know of any
other business to be presented for consideration at the
Annual Meeting. If other matters properly come before the
Annual Meeting, the persons named in the accompanying proxy
intend to vote thereon in accordance with their best
judgment.
The Company will furnish, without charge, to each
person whose proxy is being solicited, upon written
request, a copy of its Annual Report on Form 10-K for the
fiscal year ended June 30, 1996, as filed with the
Securities and Exchange Commission, including the financial
statements, notes to the financial statements and the
financial schedules contained therein. Copies of any
exhibits thereto also will be furnished upon the payment of
a reasonable duplicating charge. Written requests for
copies of any such materials should be directed to
Immunomedics, Inc., 300 American Road, Morris Plains, New
Jersey 07950; Attention - Investor Relations.
SOLICITATION AND EXPENSES
The Company will bear the cost of the Annual Meeting
and the cost of soliciting proxies, including the cost of
mailing the proxy materials. In addition to solicitation
by mail, Directors, officers and regular employees of the
Company (who will not be specifically compensated for such
services) may solicit proxies by telephone or otherwise.
Arrangements will be made with brokerage houses and other
custodians, nominees and fiduciaries to forward proxies and
proxy material to their principals and the Company will
reimburse them for their expenses.
By Order of the Board of Directors,
DAVID M. GOLDENBERG,
Chairman of the Board
October 7, 1996
