SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities and Exchange Act of 1934
(Amendment No. 5)
IMMUNOMEDICS, INC.
(Name of Issuer)
Common Stock, $.01 Par Value
(Title of Class of Securities)
452907 10 8
(CUSIP Number)
Howard M. Cohen, Esq.
Warshaw Burstein Cohen Schlesinger & Kuh, LLP
555 Fifth Avenue
New York, New York 10017
(212) 984-7700
(Name, Address and Telephone Number
of Person Authorized to Receive
Notices and Communications)
May 3, 1999
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d- 1(b)(3) or (4), check the following box [ ].
Check the following box if a fee is being paid with statement [ ].
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CUSIP No. 452907 10 8
_______________________________________________________________________
(a) Name of Reporting Persons S.S. or I.R.S.
Identification Nos. of Above Person
David M. Goldenberg
_______________________________________________________________________
(b) Check the Appropriate Box if a Member of a Group
(See Instructions)
(a) [X]
(b) [ ]
_______________________________________________________________________
(c) SEC Use Only
_______________________________________________________________________
(d) Source of Funds (See Instructions)
N/A
_______________________________________________________________________
(e) Check if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e)
[ ]
_______________________________________________________________________
(f) Citizenship or Place of Organization
United States
_______________________________________________________________________
Number of Shares (g) Sole Voting Power 7,902,833
Beneficially ____________________________________________
Owned by Each (h) Shared Voting Power 4,032,185
Reporting ____________________________________________
Person With (i) Sole Dispositive Power 7,902,833
____________________________________________
(j) Shared Dispositive Power 2,813,016
_______________________________________________________________________
(k) Aggregate Amount Beneficially Owned by Each 12,581,591
Reporting Person
_______________________________________________________________________
(l) Check if the Aggregate Amount in Row (11) Excludes
Certain Shares (See Instructions) [ ]
_______________________________________________________________________
(m) Percent of Class Represented by Amount in Row (11) 32.9%
_______________________________________________________________________
(n) Type of Reporting Person (See Instructions) IN
_______________________________________________________________________
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CUSIP No. 452907 10 8
_______________________________________________________________________
(a) Name of Reporting Persons S.S. or I.R.S.
Identification Nos. of Above Person
Deborah S. Orlove
_______________________________________________________________________
(b) Check the Appropriate Box if a Member of a Group
(See Instructions) (a) [X]
(b) [ ]
_______________________________________________________________________
(c) SEC Use Only
_______________________________________________________________________
(d) Source of Funds (See Instructions) N/A
_______________________________________________________________________
(e) Check if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e) [ ]
_______________________________________________________________________
(f) Citizenship or Place of Organization United States
_______________________________________________________________________
Number of Shares (g) Sole Voting Power 0
Beneficially ____________________________________________
Owned by Each (h) Shared Voting Power 2,350,728
Reporting ____________________________________________
Person With (i) Sole Dispositive Power 0
____________________________________________
(j) Shared Dispositive Power 2,350,728
_______________________________________________________________________
(k) Aggregate Amount Beneficially Owned by Each
Reporting Person 2,350,728
_______________________________________________________________________
(l) Check if the Aggregate Amount in Row (11) Excludes
Certain Shares (See Instructions) [ ]
_______________________________________________________________________
(m) Percent of Class Represented by Amount in Row (11) 6.2%
_______________________________________________________________________
(n) Type of Reporting Person (See Instructions) IN
_______________________________________________________________________
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CUSIP No. 452907 10 8
_______________________________________________________________________
(a) Name of Reporting Persons S.S. or I.R.S.
Identification Nos. of Above Person
Eva J. Goldenberg
_______________________________________________________________________
(b) Check the Appropriate Box if a Member of a Group
(See Instructions) (a) [X]
(b) [ ]
_______________________________________________________________________
(c) SEC Use Only
_______________________________________________________________________
(d) Source of Funds (See Instructions) N/A
_______________________________________________________________________
(e) Check if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e) [ ]
_______________________________________________________________________
(f) Citizenship or Place of Organization United States
_______________________________________________________________________
Number of Shares (g) Sole Voting Power 0
Beneficially ____________________________________________
Owned by Each (h) Shared Voting Power 2,350,728
Reporting ____________________________________________
Person With (i) Sole Dispositive Power 0
____________________________________________
(j) Shared Dispositive Power 2,350,728
_______________________________________________________________________
(k) Aggregate Amount Beneficially Owned by Each
Reporting Person 2,350,728
_______________________________________________________________________
(l) Check if the Aggregate Amount in Row (11) Excludes
Certain Shares (See Instructions) [ ]
_______________________________________________________________________
(m) Percent of Class Represented by Amount in Row (11) 6.2%
_______________________________________________________________________
(n) Type of Reporting Person (See Instructions) IN
_______________________________________________________________________
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This Amendment No. 5 amends the Schedule 13D filed on behalf
of David M. Goldenberg, Deborah S. Orlove and Eva J. Goldenberg, and certain
other persons on February 15, 1985, as amended (the "Statement"). This Amendment
reflects, among other things: (i) the decrease in the number of shares of common
stock owned by David M. Goldenberg as a result of a certain involuntary sales of
common stock and (ii) the removal, as joint filers, of certain of his children
and an entity under his control as they own less than 5% of the outstanding
Common Stock and are not required to file a Schedule 13D (David M. Goldenberg,
Deborah S. Orlove and Eva J. Goldenberg, are collectively referred to as the
"Reporting Persons"). Capitalized terms used herein but not otherwise defined
herein shall have the meanings assigned to such terms in the Statement.
Item 3. Purpose of Transaction.
During the period April 20, 1999 through May 7, 1999, 700,000
shares of common stock owned directly by Dr. David M. Goldenberg were
involuntarily sold by a pledgee of the shares. The pledgee held these shares as
collateral pursuant to an alleged pledge arrangement and sold the shares in
partial repayment of the loan. Dr. Goldenberg did not approve the sale of the
shares and disputes the authority of the pledgee to sell the shares without such
approval.
Item 4. Interest in Securities of the Issuer.
As of May 14, 1999, David M. Goldenberg beneficially owned
12,581,591 shares of Common Stock, comprising approximately 32.9% of the
outstanding Common Stock. Dr. Goldenberg's ownership reported above consists of:
(a) 7,035,161 shares of Common Stock owned directly by
Dr. Goldenberg;
(b) 2,633,016 shares of Common Stock owned by certain of
Dr. Goldenberg's children as to which he shares
voting and dispositive power with such children by
reason of powers of attorney granted to him by them;
(c) 1,219,169 shares of Common Stock owned by Hildegard
Gruenbaum, as to which Dr. Goldenberg shares voting
power with Hildegard Gruenbaum by reason of a proxy
granted to him by her;
(d) 867,672 shares of Common Stock owned by a trust for
the benefit of one of Dr. Goldenberg's children as to
which he serves as the trustee;
(e) 307,692 shares of Common Stock, owned by the David M.
Goldenberg 1989 Trust (the "DMG Trust"), as to which
Dr. Goldenberg has the right to receive certain
income generated by such trust;
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(f) 113,831 shares of Common Stock owned by Dr.
Goldenberg's current wife, consisting of 5,131 shares
owned directly by her and 108,750 shares of Common
Stock which she has the right to acquire upon
exercise of presently exercisable options;
(g) 225,000 shares of Common Stock which Dr. Goldenberg
has the right to acquire upon exercise of presently
exercisable options, and
(h) 200,000 shares of Common Stock owned by Escalon
Corp., of which Dr. Goldenberg is the sole officer
and director, and as a result has shared voting and
dispositive power,
Dr. Goldenberg disclaims beneficial ownership with respect to
all shares owned by his children, his wife or Ms. Gruenbaum.
As of May 14, 1999 Deborah S. Orlove (formerly Deborah S.
Goldenberg) beneficially owned 2,324,784 shares of Common Stock, comprising
approximately 6.5% of the outstanding Common Stock. Ms. Orlove's ownership
reported above consists of:
(a) 877,672 shares of Common Stock owned directly by Ms.
Orlove, as to which Ms. Orlove shares voting and
dispositive power with Dr. Goldenberg as a result of
the power of attorney granted by her to him;
(b) 857,672 shares of Common Stock held by the Denis C.
Goldenberg 1993 Trust (the "DCG Trust"), of which Ms.
Orlove is a co-trustee with Eva Goldenberg and as a
result shares voting and dispositive power with her;
(c) 307,692 shares of Common Stock held by the Hildegard
Goldenberg 1989 Trust (the "HG Trust"), of which Ms.
Orlove is a co-trustee with Eva Goldenberg and as a
result shares voting and dispositive power with her;
and
(d) 307,692 shares of Common Stock held by the DMG Trust,
of which Ms. Orlove is a co-trustee with Eva
Goldenberg and as a result shares voting and
dispositive power with her.
Ms. Orlove disclaims beneficial ownership of all shares owned
by the DCG Trust, the HG Trust and the DMG Trust.
As of May 14, 1999, Eva J. Goldenberg beneficially owned
2,324,784 shares of Common Stock, comprising approximately 6.5% of the
outstanding Common Stock. Ms. Goldenberg ownership reported above consists of:
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(a) 877,672 shares of Common Stock owned directly by Ms.
Goldenberg, as to which Ms. Goldenberg shares voting
and dispositive power with Dr. Goldenberg as a result
of the power of attorney granted by her to him;
(b) 857,672 shares of Common Stock held by the Denis C.
Goldenberg 1993 Trust (the "DCG Trust"), of which Ms.
Goldenberg is a co-trustee with Eva Goldenberg and as
a result shares voting and dispositive power with
her;
(c) 307,692 shares of Common Stock held by the Hildegard
Goldenberg 1989 Trust (the "HG Trust"), of which Ms.
Goldenberg is a co-trustee with Deborah Orlove and as
a result shares voting and dispositive power with
her; and
(d) 307,692 shares of Common Stock held by the DMG Trust,
of which Ms. Goldenberg is a co-trustee with Deborah
Orlove and as a result shares voting and dispositive
power with her.
Ms. Goldenberg disclaims beneficial ownership of all shares
owned by the DCG Trust, the HG Trust and the DMG Trust.
Except as set forth above, the Reporting Persons did not own
any options, warrants or other rights to acquire shares. Except as set forth on
Annex A, the Reporting Persons did not effect any transactions in the Common
Stock during the past 60 days.
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Signature.
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this Statement is true,
complete and correct.
Dated: May 14, 1999 /s/ David M. Goldenberg
_______________________
David M. Goldenberg
Dated: May 14, 1999 /s/ Deborah S. Orlove
_______________________
Deborah S. Orlove
Dated: May 14, 1999 /s/ Eva J. Goldenberg
_______________________
Eva J. Goldenberg
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EXHIBIT 1
AGREEMENT TO FILE
A JOINT STATEMENT
By their signatures, the undersigned agree to file a joint
Schedule 13D and understand that such statement is filed by or on behalf of each
of them.
Dated: May 14, 1999 /s/ David M. Goldenberg
_______________________
David M. Goldenberg
Dated: May 14, 1999 /s/ Deborah S. Orlove
_______________________
Deborah S. Orlove
Dated: May 14, 1999 /s/ Eva J. Goldenberg
_______________________
Eva J. Goldenberg
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Annex A
During the 60-day period ending May 14, 1999, the following
sales of Common Stock owned by David M. Goldenberg were effected by the pledgee
referenced in Item 4.
Date of Number of Sales Price
Transaction Shares Sold per Share
________________________________________________________________________________
4/20/99 15,000 $2.125
4/21/99 15,000 $2.063
4/23/99 15,000 $2.031
4/27/99 10,000 $1.500
4/27/99 100,000 $1.563
4/28/99 100,000 $1.375
4/29/99 50,000 $1.500
4/29/99 25,000 $1.625
4/29/99 25,000 $1.563
5/3/99 75,000 $1.771
5/5/99 25,000 $1.625
5/6/99 30,000 $1.563
5/7/99 215,000 $1.125
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