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,
PHYLLIS PARKER,
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 34,880,365 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 17,440,183
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.
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
<PAGE>
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, 1982
Chief Executive Officer,
Director (1)
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
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
<PAGE>
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 and as Treasurer since July 1996 .
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 has been President of Angel Consulting, a
management consulting firm in Llewellyn Park, New Jersey since 1994. He
serves as a consultant to several companies and is a Director of Medco
Research, Inc., a company focused on developing products for diagnosis
and treatment of cardiovascular diseases. He is a former President of
The Merck Company Foundation and was Vice President, Public Affairs, of
Merck & Co., Inc. from September 1985 until December 1993. Mr. Angel
joined Merck in 1967, serving in various legal and management
positions, including International Counsel and 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 is
currently Chairman of the US holding company for Chugai Pharmaceutical
Co. LTD. 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, Vasomedical,
Inc., a biomedical research and development company, Neurobiological
Technologies, Inc., an emerging pharmaceutical research and development
company, and Vion Pharmaceuticals, Inc. He currently serves as a
consultant to several companies.
Rolf H. Henel has been 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.
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 &
<PAGE>
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 President of Richard R. Pivirotto
Company, Inc., a management consulting firm in Greenwich, Connecticut,
since 1981. Prior thereto, 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., an extended-stay hotel
company.
Richard C. Williams has been 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, Inc., 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 Laboratories 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.
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.
<PAGE>
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 inadvertently 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 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 (eleven 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 2,657,904(2) 36.2%
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 288,020(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 2,324,784(8) 6.7%
Eva Goldenberg 2,324,784(8) 6.7%
All Directors and
Executive Officers as a group 13,206,374(9) 37.3%
________________________
(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, 3,428,800 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").
(7) Ms. Factor was Executive Vice President of the Company until
August 31, 1996.
(8) Consists of 864,700 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
<PAGE>
are trustees, and 844,700 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. See note (2) to
this table.
(*) 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.
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.
<PAGE>
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 $100,000 during the year ended June 30, 1996 (collectively, the
"Named Executive Officers").
<TABLE>
Summary Compensation Table
<CAPTION>
Long-Term
Compensation
____________
Annual Compensation
_____________________________________________ Shares
Other Annual Underlying All Other
Name and Principal Position Year Salary($)<F1> Bonus($) Compensation($) Options(#) Compensation($)
___________________________ ____ ____________ ________ _______________ ____________ _______________
<S> <C> <C> <C> <C> <C> <C>
David M. Goldenberg 1996 221,875 - 105,400<F2> 200,000<F3> 179,000<F4>
Chairman of the Board 1995 221,875 - 100,000<F2> 100,000 93,000<F4>
Chief Executive Officer 1994 222,340 - 104,950<F2> - 220,000<F4>
Amy Factor 1996 201,875 - - 120,000<F5> -
Executive Vice President 1995 187,075 - - 185,000<F5> -
1994 186,632 - - 40,000<F5> -
Carl M. Pinsky 1996 187,413 - - 30,000 -
Vice President, 1995 187,413 - - 175,000<F6> -
Medical Affairs 1994 184,151 - - 35,000<F6> -
Hans J. Hansen 1996 159,851 - - 55,000<F7> -
Vice President, 1995 155,134 - - 165,000<F7> -
Research and Development 1994 148,838 - - 35,000<F7> -
<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>
Individual Grants
_________________________________________________
Percent of Potential
Total Realizable Value at
Number of Options Assumed Annual Rates of
Shares Granted to Stock Price Appreciation
Underlying Employees Exercise for Option Term <F1>
Options in Price Expiration _________________________
Name Granted (#) Fiscal Year ($/share) Date 5%($) 10%($)
___________________ ____________ ____________ _________ __________ ___________ _____________
<S> <C> <C> <C> <C> <C> <C>
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 $9.25 per share on that date.
<TABLE>
Aggregated Option Exercises in Last Fiscal Year
and Fiscal Year-End Option Values
<CAPTION>
Shares Underlying Value of Unexercised
Unexercised Options In-the-Money Options
at Fiscal Year End (#) at Fiscal Year End($)<F2>
Shares Acquired Value __________________________ __________________________
Name on Exercise (#) Realized($)<F1> Exercisable Unexercisable Exercisable Unexercisable
____________________ _______________ _______________ ___________ _____________ ___________ _____________
<S> <C> <C> <C> <C> <C> <C>
David M. Goldenberg 25,000 $112,188 - 275,000 $ - $ 1,213,000
Amy Factor 101,250 511,734 - 258,750 - 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 Graph
The following graph 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 graph are required by
the Securities and Exchange Commission and are not intended to forecast
or be indicative of possible performance of the Common Stock.
6/30/91 6/30/92 6/30/93 6/30/94 6/30/95 6/30/96
_______ _______ _______ _______ _______ _______
Immunomedics 100 111 106 53 36 140
NASDAQ Composite 100 120 151 153 204 261
NASDAQ Pharmaceutical 100 125 108 91 120 177
The chart 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.
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.
<PAGE>
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. Effective July 1, 1996, the Board of Directors increased Dr.
Goldenberg's annual base salary to $250,000.
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
<PAGE>
$75,000,000 and 0.25% on any cumulative Annual Net Revenue in excess of
$75,000,000 (collectively "Incentive Payments"). A $100,000 annual
minimum payment will be paid in the aggregate against all Revenue
Incentive Compensation and Incentive Payments.
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 Incentive 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
<PAGE>
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.
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 and September 1996, the Board of Directors of the
Company authorized grants of $200,000 each to CMMI in support of the
research and clinical work being performed at CMMI, such grants 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.
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
<PAGE>
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 39 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 1,724,800 shares of Comon Stock, at
exercise prices ranging from $2.31 to $12.88, were outstanding under the
Amended Option Plan and 1,107,000 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.
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
<PAGE>
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 (four
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 (28 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
_________________________________________________ ___________
Albert D. Angel, Director . . . . . . . . . . . 10,000
A.E. Cohen, Director . . . . . . . . . . . . . . 10,000
David M. Goldenberg,
Chairman, Chief Executive Officer, Director . . . 200,000
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
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.
<PAGE>
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.
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 (155,330
shares of which are issued and outstanding as of September 30, 1996) 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
<PAGE>
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 34,880,365 shares of Common
Stock outstanding and an additional 7,827,991 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 and 1983 Stock Option Plans. 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
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
<PAGE>
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
<PAGE>
IMMUNOMEDICS, INC.
Proxy -- Annual Meeting of Stockholders -- November 6, 1996
(SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS)
Know All Men By These Presents, that the undersigned
stockholder of Immunomedics, Inc. hereby constitutes and appoints
David M. Goldenberg and Phyllis Parker, and each and either of them,
the attorneys and proxies of the undersigned, with full power of
substitution and revocation, to vote for and in the name, place and
stead of the undersigned at the Annual Meeting of Stockholders of
Immunomedics, Inc. to be held at the offices of Immunomedics, Inc.,
300 American Road, Morris Plains, New Jersey on Wednesday, November
6, 1996, at 10:00 A.M., and at any adjournments thereof, the number
of votes the undersigned would be entitled to cast if present.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE
MANNER DIRECTED HEREIN BY THE UNDERSIGNED STOCKHOLDER. IF NO
DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR THE ELECTION OF
DIRECTORS, FOR THE APPROVAL OF AMENDMENTS TO THE 1992 STOCK OPTION
PLAN, FOR THE APPROVAL OF THE AMENDMENT TO THE CERTIFICATE OF
INCORPORATION, AND FOR THE RATIFICATION OF KPMG PEAT MARWICK AS THE
INDEPENDENT AUDITORS.
(Continued and TO BE SIGNED ON REVERSE SIDE)
<PAGE>
1. ELECTION OF DIRECTORS:
FOR all nominees listed below (except as marked to the
WITHHOLD AUTHORITY to vote for all nominees contrary below)
NOMINEES: ALBERT D. ANGEL, A.E. COHEN, DAVID M. GOLDENBERG,
ROLF H. HENEL, MARVIN E. JAFFE, RICHARD R. PIVIROTTO,
WARREN W. ROSENTHAL, RICHARD C. WILLIAMS
(INSTRUCTION:
To withhold authority to vote for any nominee(s), indicate name(s) below.)
____________________________________
2. Proposal to approve amendments to the 1992 Stock Option Plan:
FOR AGAINST ABSTAIN
3. Proposal to approve an amendment to the Certificate of Incorporation:
FOR AGAINST ABSTAIN
4. Proposal to ratify KPMG Peat Marwick as the independent
auditors for the fiscal year ending June 30, 1997:
FOR AGAINST ABSTAIN
5. In their discretion, upon such other matters as may properly
come before the meeting.
In Witness Whereof,
the undersigned has signed this Proxy.
Dated: , 1996
___________________________
Stockholder(s) signature(s)
___________________________
Stockholder(s) signature(s)
Both of said attorneys and proxies, or their substitutes (or
if only one, that one) at said meeting, or any adjournments thereof,
may exercise all of the powers hereby given. Any proxy heretofore
given is hereby revoked.
Receipt is acknowledged of the Notice of Annual Meeting of
Stockholders, the Proxy Statement accompanying said Notice and the
Annual Report to Stockholders for the fiscal year ended June 30,
1996.
NOTE: Signature(s) of stockholder(s) shouldcorrespond exactly with
the name(s) shown hereon. If stock is jointly held, both holders
should sign. Attorneys, executors, administrators, trustees,
guardians or others signing in a representative capacity should give
their full titles. Proxies executed in the name of a corporation
should be signed on behalf of the corporation by its president or
other authorized officer. This Proxy, properly filled in, dated
and signed, should be returned promptly in the enclosed envelope.
