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
|_| Confidential, for Use of the Commission Only
(as permitted by Rule 14a-6(e)(2))
|_| Definitive Proxy Statement
|_| Definitive Additional Materials
|_| Soliciting Material Pursuant to ss.240.14a-11(c) or ss.240.14a-12
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| No fee required.
|_| 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:
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Preliminary Copy
IMMUNOMEDICS, INC.
300 American Road
Morris Plains, New Jersey 07950
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
To be held on [March] __, 1998
The Special Meeting of stockholders of Immunomedics, Inc. (the "Company") will
be held at 300 American Road, Morris Plains, New Jersey 07950, at 10:00 a.m., on
March __ 1999, for the following purposes:
1. To approve the issuance of any shares of the Company's common stock
in excess of 7,577,617 shares of common stock issuable upon conversion of shares
of Series F Convertible Preferred Stock issued or issuable to investors in the
Company's December 1998 private placement; and
2. To transact such other business as properly may come before the
Special Meeting and any adjournments thereof.
The Board of Directors has fixed the close of business on ___________,
1999 as the record date for determining stockholders entitled to receive notice
of and to vote at the Special Meeting and any adjournments thereof.
By Order of the Board of Directors,
Phyllis Parker,
Secretary
_________, 1999
IMPORTANT: The Company invites you to attend the Special Meeting in person.
However, whether or not you plan to attend the Special 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 Special Meeting, you may revoke your proxy and vote your shares in
person.
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IMMUNOMEDICS, INC.
6714 Netherlands Drive
Wilmington, North Carolina 28405
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PROXY STATEMENT
---------------
1998 SPECIAL MEETING OF STOCKHOLDERS
This Proxy Statement is furnished to 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 Special Meeting of stockholders of the Company (the
"Special Meeting") to be held at 10:00 a.m. on March __, 1999 at 300 American
Road, Morris Plains, New Jersey, and any adjournments thereof, for the purposes
set forth in the accompanying Notice of Special Meeting. This Proxy Statement,
the attached Notice of Special Meeting, and the accompanying form of proxy are
first being sent to stockholders of the Company on or about ______, 1999.
Only holders of record of the Company's common stock, par value $.01
per share (the "Common Stock"), on the close of business on ________, 1999 (the
"Record Date") are entitled to notice of, and to vote at, the Special Meeting or
any adjournment thereof. On the Record Date, there were issued and outstanding
[37,888,090] shares of the Common Stock. All of such shares of the Common Stock
are of one class, with equal voting rights, and each holder thereof is entitled
to one vote on all matters voted on at the Special Meeting for each share
registered in such holder's name.
Presence in person or by proxy of holders of [18,944,046] shares of
Common Stock will constitute a quorum at the Special Meeting. Assuming a quorum
is present, the proposal to approve the issuance of shares of Common Stock in
excess of 7,577,617 shares of Common Stock (the "Excess Shares") upon conversion
of the Series F Convertible Preferred Stock issued or issuable to investors in
the Company's December 1998 private placement will require the affirmative vote
of a majority of the votes cast at the Special Meeting by the holders of shares
entitled to vote (not including any shares of Common Stock held by present or
former holders of Series F Convertible Preferred Stock that were issued upon
conversion of Series F Convertible Preferred Stock).
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. In accordance with Delaware law, abstentions will
not be counted in determining the votes cast in connection with the approval of
the issuance of the Excess Shares.
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.
Brokers who hold shares in street name have the authority to vote on certain
routine matters on which they have not received instructions from their
beneficial owners. Brokers holding shares in street name, who do not receive
instructions, will not be entitled to vote on the proposal to approve the
issuance of the Excess Shares, since such matter is not considered to be
routine. Under applicable law, "broker non-votes" on any proposal (where a
broker submits a proxy but does not have authority to vote a customer's shares
on such proposal) will not be entitled to vote on that proposal and, thus, will
not be counted in determining whether such proposal receives the vote of the
required amount of shares present and entitled to vote at the Special Meeting.
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 issuance
of the Excess Shares, a stockholder's failure to instruct his or her broker may
result in the stockholder's shares not being voted.
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A proxy, in the accompanying form, which is properly executed, duly
returned to the Company and not revoked, will be voted in accordance with the
instructions contained thereon. If no specific instructions are indicated on the
proxy, the shares represented thereby will be voted FOR the approval of the
issuance of the Excess Shares, as well as FOR the transaction of such other
business as properly may come before the Special Meeting.
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 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 Special Meeting; except as to any matter
upon which, prior to such revocation, a vote shall have been cast at the Special
Meeting pursuant to the authority conferred by such proxy. The mere presence at
the Special Meeting of a person appointing a proxy does not revoke the
appointment.
PRINCIPAL STOCKHOLDERS
Set forth below is information, as of ___________, 1999, with respect
to the beneficial ownership of the Common Stock by (i) each person or group who
is known by the Company to be the beneficial owner of more than 5% of the
outstanding Common Stock, (ii) each of the current directors of the Company,
(iii) each of the executive officers of the Company who received cash
compensation in excess of $100,000 during the Company's fiscal year ended June
30, 1998 and (iv) all executive officers and directors of the Company, as a
group (ten persons).
Name(1) Number of Shares Percent of Class
of Common Stock
David M. Goldenberg 13,281,591(2) 34.7%
Robert J. DeLuccia 3,100(3) *
W. Robert Friedman 2,500(4) *
Marvin E. Jaffe 25,200(5) *
Richard R. Pivirotto 95,000(4) *
Richard C. Williams 35,000(4) *
Hans J. Hansen 170,550(6) *
Carl M. Pinsky 0(7) --
Joseph E. Presslitz 96,500(4) *
Melvin A. Snyder 17,500(4) *
Deborah S. Orlove 2,350,728(8) 6.2%
Eva J. Goldenberg 2,350,728(8) 6.2%
All Directors and
Executive Officers as a group 13,735,441(9) 35.5%
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(*) Less than 1%.
(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 information submitted by such
persons to the Company in connection with the preparation of this Proxy
Statement.
(2) Consists of 7,735,161 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, 3,480,688 shares as to which Dr. Goldenberg has voting or
dispositive power pursuant to powers of attorney granted to him by
certain of his children or as trustee for trusts for their benefit,
[1,219,169] shares as to which Dr. Goldenberg has voting power pursuant
to an agreement with Hildegard Gruenbaum (his former spouse), 225,000
shares which may be acquired upon exercise of options which are
presently exercisable or will become exercisable within 60 days of the
date hereof, 5,131 shares held by Dr. Goldenberg's present spouse and
108,750 shares which may be acquired by her upon exercise of options
which are presently exercisable or will become exercisable within 60
days of the date hereof. Dr. Goldenberg disclaims beneficial ownership
with respect to all shares owned by Mrs. Goldenberg, Mrs. Gruenbaum or
his children. Dr. Goldenberg has given a proxy to the chief executive
officer and chief financial officer of the Company to vote all of the
shares of Common Stock owned by him or over which he exercises voting
discretion in favor of the proposal to approve the issuance of the
Excess Shares. See "Approval of the Issuance of the Excess Shares."
[Need to confirm HG holdings with transfer agent]
(3) Consists of 3,100 shares held directly by Mr. DeLuccia. Mr. DeLuccia
has given a proxy to chief executive officer and chief financial
officer of the Company to vote all shares of Common Stock owned by him
in favor of the proposal to approve the issuance of the Excess Shares.
Does not include shares of Common Stock which Mr. DeLuccia has the
right to vote by reason of the proxies given to him, as chief executive
officer of the Company, with respect to the proposal to approve the
issuance of the Excess Shares. See "Approval of the Issuance of the
Excess Shares."
(4) Consists of 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.
(5) Consists of 2,500 shares held directly by Dr. Jaffe and 25,000 shares
which may be acquired by him upon the exercise of options which are
presently exercisable or will become exercisable within 60 days of
the date hereof
(6) Consists of 1,000 shares held by Dr. Hansen, 168,750 shares which may
be acquired by him upon exercise of options which are presently
exercisable or will become exercisable within 60 days of the date
hereof, and 800 shares held by Dr. Hansen's wife. Dr. Hansen disclaims
beneficial ownership with respect to all shares owned by his wife.
(7) Dr. Pinsky retired as an executive officer of the Company on January
30, 1998.
(8) Consists of 877,672 shares held directly by Deborah Orlove or Eva
Goldenberg (Dr. Goldenberg's children), as the case may be, 307,692
shares held by each of the David M. Goldenberg 1989 Trust Agreement and
the Hildegard Goldenberg 1989 Trust Agreement, of which trusts Ms.
Orlove and Ms. Goldenberg are co-trustees, and 857,672 shares held by
Ms. Orlove and Ms. Goldenberg, as co-trustee of a trust for the benefit
of Denis C. Goldenberg. Ms. Orlove and Ms. Goldenberg have each given
Dr. Goldenberg a power of attorney granting him the right to vote the
shares held by them in their individual capacity. Ms. Orlove and Ms.
Goldenberg have each given a proxy to chief executive officer and chief
financial officer of the Company to vote all shares of Common Stock
owned by them in favor of the proposal to approve the issuance of the
Excess Shares. See "Approval of the Issuance of the Excess Shares."
(9) In addition to the shares referenced in notes (2) through (6), includes
4,000 shares held directly by Kevin Brophy, the chief financial officer
of the Company, and 4,500 shares which may be acquired by him upon the
exercise of options which are presently exercisable or will become
exercisable within 60 days of the date hereof. Kevin Brophy has given
a proxy to chief executive officer and chief financial officer of the
Company to vote all shares of Common Stock owned by him in favor of the
proposal to approve the issuance of the Excess Shares. Does not
include shares of Common Stock which Mr. Brophy has the right to vote
by reason of the proxies given to him, as chief financial officer of
the Company, with respect to the proposal to approve the issuance of
the Excess Shares See "Approval of the Issuance of the Excess Shares."
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.
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APPROVAL OF THE ISSUANCE OF
EXCESS SHARES
(Item 1 on the Proxy Card)
Description of the December Placement
On December 9, 1998, the Company completed a private placement (the
"December Placement") of 1,250 shares of Series F Convertible Preferred Stock,
par value $.01 per share ( "Series F Stock"), to several institutional investors
(the "Investors") and received net proceeds of approximately $_________ (after
payment of expenses of approximately $________). In addition, subject to certain
conditions and limitations, the Company may, at its option, require the
Investors to purchase (the "Put") up to an additional 750 shares ($7.5 million)
of Series F Stock. The net proceeds of the December Placement will be used for
general corporate purposes, including but not limited to, research and
development, clinical trials, regulatory filings, manufacturing, marketing and
sales, acquisitions of products and technologies, license, milestone, royalty
and similar payments, and strategic and other acquisitions.
Each share of Series F Stock has an initial stated value of $10,000,
which increases at the rate of 4% per annum (such amount, as increased from time
to time, the "Liquidation Value"). The Series F Stock is convertible, in whole
or in part at the option of the holder, beginning on June 8, 1999, subject to
acceleration in certain instances, into such number of shares of Common Stock as
is determined by dividing the Liquidation Value by the conversion price then in
effect. The conversion price is equal to (a) the Variable Conversion Price (as
defined below), if such Variable Conversion Price is less than the Trigger Price
(as defined below), (b) the Trigger Price, if the Variable Conversion Price is
equal to or greater than the Trigger Price and less than 150% of the Trigger
Price or (c) the Trigger Price plus one-half of the amount, if any, by which the
Variable Conversion Price exceeds 150% of the Trigger Price, if the Variable
Conversion Price is greater that 150% of the Trigger Price. The "Trigger Price"
is equal to 125% of the Initial Fixed Price. The "Initial Fixed Price" is equal
to the average closing bid price of the Common Stock during the 20 trading days
ending June 6, 1999. The "Variable Conversion Price" is equal to the average of
the 15 lowest closing bid prices for the Common Stock during the 45 trading days
preceding a conversion date.
To the extent that the Series F Stock would be convertible at a price
less than 90% of the Initial Fixed Price, the Investors have agreed to certain
restrictions on the number of shares of Series F Stock that can be converted
during the first several months after the Series F Stock becomes convertible.
Any shares of Series F Stock outstanding on December 9, 2003 will automatically
be converted into Common Stock.
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The Series F Stock generally will cease to be convertible if, at any
time the aggregate number of shares of Common Stock then issued upon conversion
of the Series F Stock would equal 7,557,617 shares of Common Stock (the
remaining shares of Common Stock then issuable upon conversion of the Series F
Stock being the "Excess Shares").
The Company may exercise the Put during the 90-day period commencing on
December 1, 1999. The Company's abilit to exercise the Put is subject to
certain conditions and limitations, including that the Variable Conversion Price
has been at least equal to 125% of the Trigger Price for a specified period of
time and that the proposal to approve the issuance of the Excess Shares has been
approved by stockholders.
Under certain circumstances and at certain prices, the Company may
elect to redeem any shares of Series F Stock and under certain circumstances may
require the Investors to convert their Series F Stock. The Company has granted
the Investors certain participation rights if the Company issues any future
floating rate convertible securities.
Upon the occurrence of a Major Transaction (as defined in Section
(3)(c) of the Amended Certificate of Designations, Preferences and Rights of
Series F Convertible Preferred Stock (the "Certificate of Designations")), a
Trigger Event (as defined in Section (3)(d) of the Certificate of Designations),
or the delisting of the Common Stock from the Nasdaq National Market other than
as a result of the limitations imposed by the Exchange Cap (as defined below),
the Investors may require the Company to redeem the Series F Stock at a price
per share (the "Redemption Price") equal to the greater of (i) 125% of the
Liquidation Value and (ii) the value of the Common Stock issuable upon
conversion of the Series F Stock.
Notwithstanding the foregoing, under the circumstances set forth below
in lieu of permitting the holders of the Series F Stock to require the Company
to redeem their Series F Stock, the Company may elect the following:
(a) if, despite the best efforts of the Company, the registration
statement (the "Registration Statement") under the Securities Act of 1933
covering the resale by the investors of the Common Stock issuable upon
conversion of the Series F Stock is not declared effective on or before May 8,
1999; then the Company, at its option, may (x) redeem the Series F Stock at the
Redemption Price or (y) pay a penalty equal to 1% of the Liquidation Value per
day (the "Redemption Penalty") and readjust the Initial Fixed Price to 80% of
the lowest Variable Conversion Price during the period commencing the 150th day
after closing and ending on the day the Registration Statement is declared
effective.
(b) if, after the Registration Statement becomes effective and despite
the best efforts of the Company to keep it available for use by the Investors;
such Registration Statement ceases to be available for more than 10 consecutive
days, then the Company, at its option, may (x) redeem the Series F Stock at the
Redemption Price or (y) pay the Redemption Penalty and readjust the Initial
Fixed Price to 80% of the lowest Variable Conversion Price during the period
commencing on the day the Registration Statement became unavailable and ending
on the day the Registration Statement is again available for use.
(c) if the Common Stock is delisted from the Nasdaq National Market
(other than as a result of a voluntary delisting by the Company as a result of
the Exchange Cap); then the Company, at its option, may (x) redeem the Series F
Stock at the Redemption Price or (y) readjust the Initial Fixed Price to 68.5%
of the lowest Variable Conversion Price during the period commencing on the date
of delisting and continuing for 45 days thereafter or (z) pay the Redemption
Penalty.
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(d) if a purchase, tender or exchange offer is accepted by holders of
more than a specified percentage of the Common Stock which was not approved or
recommended by the Board of Directors of the Company or a proxy or consent
solicitation is made which results is consolidation, merger or other business
combination where such proxy or consent solicitation was not approved or
recommended by the Board of Directors of the Company; then the Company may (x)
redeem the Preferred Shares at the Liquidation Value or (y) readjust the Initial
Fixed Price to 80% of the lower of (A) the lowest Variable Conversion Price
during the period beginning on the date such offer or solicitation is announced
and ending on the date such offer or solicitation is consummated, abandoned or
terminated or (B) the Initial Fixed Price then in effect or (z) pay the
Redemption Penalty.
The Company is not required to pay the Redemption Penalty, in the
aggregate, for more than 15 days (or 10 days in the case of the events set forth
in clause (d) above) in any 365-day period.
The Investors have agreed that if they engage in short sales
transactions or other hedging activities during the 45 trading days immediately
preceding a Conversion Date (the "Pricing Period") which involve, among other
things, sales of shares of Common Stock, the Investors will place their sale
orders for common stock in the course of such activities so as not to complete
or effect any such sale on any trading day during the Pricing Period at a price
which is lower than the lowest sale effected on such day by persons other than
such Investor and its affiliates. The Investors also have agreed not to enter
into any short sales or other hedging activities which involve, among other
things, sales of shares of Common Stock, during the 25 trading days ending June
7, 1999.
The Company has agreed to file the Registration Statement on or before
January 23, 1999 (which Registration Statement has been filed) and to maintain
effectiveness (subject to certain penalties for non-compliance in addition to
the penalties set forth above), of the Registration Statement.
Reasons for the Proposal
The rules of The Nasdaq Stock Market, Inc. require a listed company to
obtain stockholder approval prior to the issuance by such company of such
additional shares of common stock, in a transaction (or series of related
transactions), other than a public offering, when (i) the number of such
additional shares of common stock being issued equals or exceeds 20% or more of
the number of shares of common stock outstanding before such transaction (or
series of related transactions), and (ii) the shares of common stock are being
sold at a price per share which is less than the greater of the per share book
value or the per share market value of the common stock as of the time of the
transaction (such limitation herein referred to as, the "Exchange Cap").
In accordance with the rules of The Nasdaq Stock Market, Inc. and
pursuant to its contractual obligations to the Investors, the Company has agreed
to hold this Special Meeting of Stockholders on or before March 24, 1999 at
which it will seek approval of the issuance of any shares of Common Stock upon
conversion of the 1,250 shares of Series F Stock that are currently outstanding
and the additional 750 shares of Series F Stock that may be issued pursuant to
the Put in excess of 20% of the number of outstanding shares of Common Stock on
December 9, 1998 (i.e., 7,577,617). The approval of the issuance of the Excess
Shares also is a condition to the Company's ability to exercise the Put.
In addition, the Company has agreed, among other things, to the payment
of certain penalties if the Special Meeting is not held on or before March 24,
1999 or if this proposal is not approved by stockholders at the Special Meeting.
In addition, if the Series F Stock ceases to be convertible as a result of the
Exchange Cap, the holders of the Series F Stock may, among other things, require
the Company to delist the Common Stock from The Nasdaq Stock Market, Inc. and to
pay to the Investors certain penalties.
In the event that the Variable Conversion Price (which is the average
of the lowest 15 closing bid prices during a 45 trading day is less than
approximately $1.70, then the number of shares of Common Stock issuable upon
conversion of all the Series F Stock would exceed 20% of the number of shares of
Common Stock outstanding immediately prior to the December Placement. As of
_______,1999, the Variable Conversion Price was $____ per share.
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The Company entered into, and consummated, the December Placement based
on a determination by its Board of Directors that the Company's then level of
cash and cash equivalents was inadequate to permit the Company to continue at
its budgeted levels of expenses and capital expenditures. While the Board of
Directors considered the disadvantages of the potential issuance of a
significant number of shares of Common Stock upon conversion of the Series F
Stock, including (i) the potential dilution of the voting power per share of
Common Stock, (ii) the potential dilution of the book value per share of Common
Stock, and (iii) the potential negative impact on earnings per share of common
stock, after lengthy and extensive negotiations with a number of potential
investors, the Board of Directors determined that it was in the best interests
of the Company and its stockholders for the Company to proceed with the December
Placement based on the Board's belief that the December Placement offered the
most favorable terms then available to the Company given the then existing
market conditions and the Company's then need for additional cash resources.
Required Vote
The approval of the issuance of the Excess Shares will require the
affirmative vote of a majority of the total votes cast on such proposal by the
holders of the then outstanding Common Stock (not including any shares of Common
Stock held by present or former holders of Series F Stock that were issued upon
conversion of Series F Stock). Dr. Goldenberg, certain members of his family
and certain executive officers of the Company, holding in the aggregate
approximately 33% of the currently outstanding Common Stock have agreed to vote
their shares in favor of such proposal. Such persons also have agreed not to
dispose of shares constituting approximately 28% of the currently outstanding
shares of Common Stock prior to such stockholders meeting.
The Board of Directors recommends that the stockholders vote FOR the
approval of the issuance of the Excess Shares.
OTHER MATTERS
The Board of Directors does not know of any other business to be
presented for consideration at the Special Meeting. If other matters properly
come before the Special Meeting, the persons named in the accompanying form of
proxy intend to vote thereon in accordance with their best judgment.
The Company will bear the cost of the Special Meeting and the cost of
soliciting proxies in the accompanying form, including the cost of mailing this
proxy statement. In addition to solicitation by mail, directors, officers and
regular employees of the Company (none of whom will be additionally compensated
for such services) may solicit proxies by telephone or otherwise. Arrangements
will be made with brokerage firms and other custodians, nominees and fiduciaries
to forward forms of proxy and proxy materials to their principals and the
Company will reimburse them for their reasonable expenses in connection
therewith.
By Order of the Board of Directors
David M. Goldenberg
Chairman
_______, 1999
Please date, sign and return the enclosed proxy at your earliest
convenience in the enclosed envelope. No postage is required for mailing in the
United States.
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<PAGE>
IMMUNOMEDICS, INC.
PROXY- Special Meeting of Stockholders - March __, 1999
(SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS)
The undersigned stockholder of Immunomedics, Inc. (the
"Company") hereby constitutes and appoints David M. Goldenberg, Robert J.
DeLuccia and Kevin F.X. Brophy, and each of them, the attorneys and proxies of
the undersigned, with full power of substitution, to represent and to vote on
behalf of the undersigned all of the shares of the Company's common stock which
the undersigned is entitled to vote at the Special Meeting of stockholders to be
held at the 300 American Road, Morris Plains, New Jersey on March __, 1999, at
10:00 a.m., and at any adjournments thereof, upon the following proposals which
are more fully described in the notice of, and proxy statement for, the Special
Meeting.
(1) Proposal to approve the issuance of the Excess Shares.
|_| FOR |_| AGAINST |_| ABSTAIN
(2) In their discretion, upon such other matters as properly may come before the
Special Meeting.
(Continued and to be signed on reverse side.)
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Said attorneys and proxies, or their substitutes (or if only one, that
one) at said Special Meeting, and 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 Special Meeting of
stockholders, and the Proxy Statement accompanying said Notice.
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 PROPOSAL TO APPROVE THE ISSUANCE OF THE EXCESS
SHARES.
IN WITNESS WHEREOF, the undersigned has signed this proxy.
Dated: _______, 1999
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Stockholder(s) signature
-------------------------------------
Stockholder(s) signature
NOTE: Signature(s) of stockholder should correspond
exactly with the name(s) shown hereon. If shares are
held jointly, 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.
I do |_| do not |_| expect to attend the Special Meeting.
NOTE: This proxy, properly filled in, dated and signed, should be returned
promptly in the enclosed envelope.
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