IMMUNOMEDICS, INC.
300 American Road
Morris Plains, New Jersey 07950
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PROXY STATEMENT
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ANNUAL MEETING OF STOCKHOLDERS
December 1, 1999
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, December 1, 1999,
at 10:00 a.m., for the following purposes:
1. To elect four Directors;
2. To ratify the selection of KPMG LLP as the Company's independent
auditors for the fiscal year ending June 30, 2000; and
3. 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 October 14, 1999
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 18, 1999
<PAGE>
IMMUNOMEDICS, INC.
300 American Road
Morris Plains, New Jersey 07950
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PROXY STATEMENT
---------------------
ANNUAL MEETING OF STOCKHOLDERS
DECEMBER 1, 1999
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 December
1, 1999, 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, 1999 and form of proxy accompany this Proxy Statement and are
first being sent to stockholders on or about October 22, 1999.
Only stockholders of record at the close of business on October 14, 1999,
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 38,588,965 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 19,294,483 shares of Common
Stock will constitute a quorum at the Annual Meeting. 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 ratification of the selection of KPMG LLP as
independent auditors for the current fiscal year, and (iii) 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 and (ii) the
ratification of the selection of KPMG LLP as independent auditors for the
current fiscal year.
<PAGE>
Brokers holding shares in street name, who do not receive instructions, are
entitled to vote on the election of Directors and ratification of the
appointment of the independent auditors, since such matters are considered to be
routine. Since a broker is not required to vote shares held in "street name" in
the absence of instructions from the beneficial stockholder, 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 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 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 four persons. At the Annual Meeting,
four persons will be elected to the Board of Directors to serve until the next
annual meeting and until their successors have been elected and qualified. 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:
<TABLE>
<CAPTION>
Year
First
Elected to
Board of
Name Age Positions with the Company Directors
- ------------------- ----- ------------------------------ ----------
<S> <C> <C> <C>
David M. Goldenberg..... 61 Chairman of the Board,
Chief Executive Officer and
Director(1)(6) 1982
Marvin E. Jaffe......... 63 Director(2)(5)(6) 1994
Richard R. Pivirotto.... 69 Director(1)(2)(3)(4)(6) 1991
Richard C. Williams..... 56 Director(1)(2)(3)(4)(5) 1993
- ---------
</TABLE>
(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
--------------------
2
<PAGE>
Each current Director was elected as such at the Annual Meeting held on
November 4, 1998. There are no family relationships between directors and
executive officers except that Dr. Goldenberg and Ms. Sullivan are husband and
wife.
Dr. David M. Goldenberg founded the Company in July, 1982, and since that
time, has been Chairman of the Board of the Company. Dr. Goldenberg served as
Chief Executive Officer from July, 1982, through July, 1992; from February, 1994
through May, 1998, and resumed his responsibilities as Chief Executive Officer
effective July,1999. 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 950 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 non-profit research center (also knows as the Garden
State Cancer Center). He also holds the positions of Adjunct Professor of
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 monoclonal
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. Dr. Goldenberg also serves as Chairman
of the Board of IBC Pharmaceuticals, LLC.
Dr. Marvin E. Jaffe has been a consultant to the health care industry since
April 1994. From August 1988 until March 1994 he was president of the RW Johnson
Pharmaceutical Research Institute, where he was responsible for the global
research and development activities of a group of Johnson & Johnson companies
including Ortho and McNeil Pharmaceutical, Ortho Biotech and Cilag. Prior to
joining Johnson & Johnson, Dr. Jaffe held senior positions in drug development
at Merck & Co., Inc. He also serves as a Director of Chiroscience, plc., a
biopharmaceutical company, Titan Pharmaceuticals, Inc., a biopharmaceutical
company focusing on neurological diseases and cancer, Matrix Pharmaceuticals,
Inc., a biotechnology company involved in development of anti-cancer products,
and Vanguard Medical Group, plc, a product development company.
Richard R. Pivirotto has been the President of Richard R. Pivirotto Company,
Inc., a management consulting firm in Greenwich, Connecticut, since 1981. Prior
3
<PAGE>
thereto, until 1981, Mr. Pivirotto had served as President and Chairman of
Associated Dry Goods Corp., a chain of retail department stores, of which he
also served as a Director until 1986. Mr. Pivirotto also serves as a member of
the Board of Directors of General American Investors Company, Inc., a closed-end
diversified management investment company, The Gillette Company, a consumer
products company, The New York Life Insurance Company, a life insurance company,
CBS Corp., a global company engaged in the media industries and technologies
business, and its subsidiary, Infinity Broadcasting Company, The Greenwich Bank
& Trust Co., a financial institution and Yale New Haven Health Systems. Mr.
Pivirotto serves as a Trustee 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.
Richard C. Williams has been the President and Chief Executive Officer of
Conner-Thoele Limited, a financial and strategic advisory firm serving the
health care and pharmaceutical industries, since March 1989, and also is
Chairman of the Board of Medco Research, Inc., a company focused on developing
cardiovascular medicines and adenosine-based products. He also serves as
Co-Chairman of the Board of Vysis, Inc., a genomics diagnostic company. Mr.
Williams also is a director of Centaur, Inc., a company involved in animal
health. Mr. Williams also serves as a member of the Board of Directors as well
as Acting Chief Financial Officer of IBC Pharmaceuticals, LLC. In addition to
other positions, Mr. Williams served as Chief Financial Officer of Erbamont,
N.V., a pharmaceutical company, from November 1983 until February 1989, and
prior thereto served in various financial positions with Field Enterprises,
Abbott International, Ltd., 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, 1999, the Board of Directors met eight
times. There are six standing committees of the Board of Directors which are
described below. During the fiscal year ended June 30, 1999, 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 (held during the period he was a
director or 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, 1999, 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, 1999,
the Audit Committee held five meetings.
4
<PAGE>
The Compensation Committee administers and interprets the Company's 1983 and
1992 Stock Option Plans, approves options granted thereunder and reviews
standards and policies for compensation and fringe benefit programs for the
Company's employees See "Executive Compensation and Certain Relationships."
During the fiscal year ended June 30, 1999, the Compensation Committee held five
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, 1999, the Finance Committee held two meetings.
The Research Review Committee reviews research initiatives of the Company
and administers the Company's obligations under an agreement with CMMI
concerning the allocation of research projects. During the fiscal year ended
June 30, 1999, the Research Review Committee did not meet and the functions
thereof were performed by the Board of Directors.
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, 1999, the Governance and Nominating Committee did
not meet and the functions thereof were performed by the Board of Directors.
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
is granted, on the first business day of July of each year, an option to
purchase shares of the Company's common stock at the then prevailing fair market
value, the amount of which is determined at the discretion of the Company's
Board of Directors. On July 1, 1999, options to purchase 20,000 shares of common
stock (or 80,000 in the aggregate) were granted to each of the Company's then
non-employee Directors. See "Employee Compensation and Certain Relationships --
Stock Option Plan".
Compensation Committee Interlocks and Insider Participation
During fiscal 1999, the Compensation Committee of the Board of Directors
consisted of Messrs. W. Robert Friedman, Jr., who resigned in September 1999,
Richard Pivirotto and Richard Williams, each of whom was an outside Director
during fiscal 1999.
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 1999 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 Cynthia Sullivan, an executive officer of the
Company, filed a Form 3 for the event occurring on June 26, 1999 belatedly
reporting her becoming an executive officer.
5
<PAGE>
SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN BENEFICIAL OWNERS
The following table sets forth, as of October 14, 1999, information
regarding the beneficial ownership of Common Stock (i) by each current 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 current
Directors and Executive Officers as a group (seven 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 of Percent
Name(1) Common Stock of Class
- --------------------------------------------------- -------------- --------
David M. Goldenberg................................ 12,870,206(2) 33.4%
Cynthia Sullivan................................... 12,870,206(2) 33.4%
Robert J. DeLuccia................................. 3,100 *
Marvin E. Jaffe.................................... 35,200(3) *
Richard R. Pivirotto............................... 105,000(4) *
Richard C. Williams................................ 45,000(4) *
Kevin F.X. Brophy.................................. 0 *
Hans J. Hansen..................................... 228,050(5) *
Joseph E. Presslitz................................ 133,500(4) *
Melvin A. Snyder................................... 0 *
Deborah Orlove..................................... 2,013,498(6) 5.3%
Eva Goldenberg..................................... 2,013,498(6) 5.3%
All Directors and Executive Officers as a group.... 13,416,956(7) 34.3%
- ---------
(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 6,915,161 shares held by Dr. Goldenberg, 200,000 shares held
by Escalon Corp. ("Escalon"), a company wholly-owned by Dr. Goldenberg,
4,036,995 shares as to which Dr. Goldenberg has the voting or dispositive
power pursuant to a power of attorney granted to him by certain of his
children or as trustee for a trust 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), 337,500 shares which may be
acquired by Dr. Goldenberg upon exercise of options which are presently
exercisable or will become exercisable within 60 days of the date hereof,
13,131 shares held by Ms. Sullivan and 148,250 shares which may be
acquired by Ms. Sullivan upon exercise of options which are presently
exercisable or will become exercisable within 60 days of the date hereof.
Dr. Goldenberg and Ms. Sullivan are husband and wife and each of them
disclaims beneficial ownership of the shares held by the other. Dr.
Goldenberg also disclaims beneficial ownership with respect to all shares
owned by his children or Mrs. Gruenbaum. (See "Executive Compensation and
Certain Relationships").
(footnotes continued on next page)
6
<PAGE>
(footnotes continued from previous page)
(3) Consists of 2,500 shares held directly by Dr. Jaffe and 35,000 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. (See "Executive Compensation and Certain Relationships").
(4) 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").
(5) Consists of 1,000 shares held by Dr. Hansen, 226,250 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. (See "Executive
Compensation and Certain Relationships").
(6) Consists of 1,016,749 shares held directly by Deborah Orlove and Eva
Goldenberg (Dr. Goldenberg's children), as the case may be, and 996,749
shares held by a trust for the benefit of Denis C. Goldenberg, of which
Deborah Goldenberg and Eva Goldenberg are trustees. 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.
(7) Consists of shares referenced in notes (2) through (5).
(*) 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"), which is currently
comprised of two 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
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<PAGE>
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.
Each year the executive 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 executive's annual merit adjustment and stock option
award are derived from this appraisal process.
Chief Executive Officer's Compensation
The compensation of David M. Goldenberg, the Company's current Chief
Executive Officer, who resumed his duties in this capacity effective July 1999,
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"). Dr. Goldenberg's employment agreement has been extended for a
five-year period which expires on October 31, 2003. 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.
8
<PAGE>
Dr. Goldenberg voluntarily reduced his annual base salary effective June
1999, from $265,000 to $225,000. Effective June 22, 1999, in recognition of his
accomplishments, Dr. Goldenberg was granted an option to purchase 150,000 shares
of common stock pursuant to the 1992 Option Plan. The growth of the Company's
operations over the past year, 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 achievement of its objectives. Specific consideration
was given to the progress made in the Company's transition to a sales and
marketing organization, the continuing in research and development programs,
clinical and regulatory activities, financing and adherence to budget. 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.
Effective June 1, 1998, Robert J. DeLuccia was appointed President and
Chief Executive Officer of the Company at an annual base salary of $240,000. Mr.
DeLuccia was also granted options to purchase 200,000 shares of common stock
under the Company's 1992 Stock Option Plan. Mr. DeLuccia resigned effective June
1999.
Compensation Committee,
RICHARD R. PIVIROTTO
RICHARD C. WILLIAMS
9
<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 each
person who served as the Chief Executive Officer during fiscal 1999 and each of
the other Executive Officers of the Company who received compensation from the
Company aggregating at least $100,000 during the year ended June 30, 1999
(collectively, the "Named Executive Officers").
<TABLE>
<CAPTION>
Summary Compensation Table
Long-Term
Compensation
--------------
Annual Compensation Shares
--------------------------------------------------------- Underlying All Other
Name and Other Annual Options Compen-
Principal Position Year Salary($)(1) Bonus($) Compensation($) (#)(3) sation($)
- ------------------------ ------ -------------- -------- ---------------- --------- -----------
<S> <C> <C> <C> <C> <C> <C>
David M. Goldenberg 1999 263,667 -- 105,400(2) 150,000 181,511(5)
Chairman and 1998 226,875 -- 105,400(2) 150,000(4) 181,298(5)
Chief Executive Officer 1997 251,875 -- 105,400(2) 100,000 169,505(5)
Robert J. DeLuccia(7) 1999 240,000 -- 7,500(7) -- --
President, Chief 1998 20,000 -- 750(7) 200,000(6) --
Executive Officer 1997 -- -- -- -- --
and Director
Kevin F.X. Brophy(8) 1999 124,767 -- -- -- --
Vice President, Finance 1998 69,013 -- -- 28,000 --
And Administration and 1997 -- -- -- -- --
Chief Financial Officer
Hans J. Hansen 1999 177,146 -- -- 10,000 --
Vice President 1998 171,099 -- -- 10,000(4) --
Research and Development 1997 166,170 -- -- 15,000 --
Joseph E. Presslitz 1999 160,924 -- -- 5,000 --
Vice President, 1998 154,792 -- -- 10,000(4) --
Regulatory Affairs 1997 136,474 -- -- 20,000 --
Melvin A. Snyder(9) 1999 159,538 -- -- -- --
Vice President, Marketing 1998 100,000 -- 108,000(9) 10,000(4) --
and Business Development 1997 -- -- 84,000(9) 45,000 --
Cynthia L. Sullivan 1999 130,942 -- -- 30,000 --
Executive Vice President 1998 121,449 -- -- 10,000(4) --
and Chief Operating Officer 1997 112,300 -- -- 20,000 --
- --------
</TABLE>
(1) Includes contributions by the Company to its 401(k) Retirement Plan on
behalf of the Named Executive Officers.
(2) Includes (i) royalty payments in the amount of $100,000 paid pursuant to
a patent license agreement and an employment agreement and (ii) an
automobile allowance of $5,400. (See "Agreements with Executive
Officers").
(footnotes continued on next page)
10
<PAGE>
(footnotes continued on previous page)
(3) Represents non-qualified stock options granted pursuant to the 1992
Option Plan. (See "Stock Option Plan").
(4) Represents options granted in fiscal 1999 with respect to fiscal 1998.
(5) Includes (i) premiums paid on whole life insurance policies maintained
for the benefit of the Goldenberg Family Trust in fiscal 1999, 1998, and
1997, of $156,000, $156,000, and $144,000, 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").
(6) Represents stock options granted pursuant to the 1992 Stock Option Plan
in accordance with the employment agreement with Mr. DeLuccia. (See
"Agreements with Executive Officers").
(7) Mr. DeLuccia joined the Company as President, Chief Executive Officer
and Director on June 1, 1998 and resigned in June 1999. Other annual
compensation includes an automobile allowance. (See "Agreements with
Executive Officers").
(8) Mr. Kevin F.X. Brophy's employment was terminated in April 1999.
(9) Includes compensation paid to Mr. Snyder while acting as a consultant to
the Company. Mr. Snyder became an employee of the Company on January 1,
1998. Mr. Snyder's employment was terminated in March 1999.
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 currently being administered by the Compansation Committee of
the Board of Directors (the "Committee"), currently comprised of two
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. On July 1, 1998, nonqualified stock options
to purchase 50,000 shares of Common Stock were granted to the current
non-employee Directors of the Company at a weighted average exercise
price of $4.63 per share.
11
<PAGE>
The following table sets forth certain information as to options
granted pursuant to the 1992 Option Plan to each of the Named Executive
Officers during the fiscal year ended June 30, 1999. All of such options
were granted pursuant to the 1992 Option Plan by the Compensation
Committee, are non-qualified stock options, have an option price equal
to the closing market price on the date of grant and vest over a
four-year period at the rate of 25% per year.
<TABLE>
<CAPTION>
Option Grants During Fiscal 1999
Potential Realizable
Value at
Assumed Annual
Rates of
Stock Price
Appreciation for
Individual Grants Option Term(1)
---------------------------------------------------- -------------------
Percent of
Shares Total Options
Underlying Granted to Exercise
Options Employees in Price Expiration Option Term
Name Granted(#) FiscalYear ($/share) Date 5%($) 10%($)
---- ------------- ---------- --------- ---- ----- ------
<S> <C> <C> <C> <C> <C> <C>
David M. Goldenberg 150,000 35% $1.78 6/22/09 $167,915 $425,529
Robert J. DeLuccia 0 --- --- --- --- ---
Kevin F.X. Brophy 0 --- --- --- --- ---
Hans J. Hansen 10,000 2% 1.78 6/22/09 11,194 28,369
Joseph E. Presslitz 5,000 1% 1.78 6/22/09 5,597 14,184
Melvin A. Snyder 0 --- --- --- --- ---
Cynthia L. Sullivan 30,000 7% 1.78 6/22/09 33,583 85,106
- --------
</TABLE>
(1) 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 market price of the Common Stock on the date of grant.
12
<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, 1999 and the value of outstanding and
unexercised options held as of June 30, 1999, based upon the market value
of the Common Stock of $1.4688 per share on that date.
<TABLE>
<CAPTION>
Aggregated Option Exercises in Last Fiscal Year
and Fiscal Year-End Option Values
Shares Underlying Value of Unexercised
Unexercised Options at In-the-Money Options at
Shares Fiscal Year End (#) Year End ($)(2)
Acquired Value ---------------------- -----------------------
On Exercise Realized Exer- Unexer- Exer- Unexer-
Name (#) ($)(1) cisable cisable cisable cisable
---- ----------- -------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C> <C>
David M. Goldenberg -- $ -- 275,000 400,000 $ -- $ --
Robert J. DeLuccia(3) -- -- -- -- -- --
Kevin F.X. Brophy(3) -- -- -- -- -- --
Hans J. Hansen -- -- 213,750 41,250 -- --
Joseph E. Presslitz -- -- 119,750 43,750 -- --
Melvin A. Snyder(3) -- -- -- -- -- --
Cynthia L. Sullivan -- -- 137,000 65,000 -- --
- --------
</TABLE>
(1) 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.
(2) Represents the difference between the closing market price of the
Common Stock at June 30, 1999 of $1.4688 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, 1999.
(3) The employment of Messrs. Brophy, DeLuccia and Snyder ended prior to
June 30, 1999. All options outstanding, whether or not vested, expired
upon termination of employment.
13
<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.
[THE FOLLOWING CHART REPRESENTS THE PLOT POINTS OF AN ACTUAL GRAPH.]
<TABLE>
<CAPTION>
COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN
AMONG IMMUNOMEDICS, INC., THE NASDAQ COMPOSITE INDEX
AND THE NASDAQ PHARMACEUTICAL INDEX
- --------------------------------------------------------------------------------
6/30/94 6/30/95 6/30/96 6/30/97 6/30/98 6/30/99
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Immunomedics 100 68 264 125 127 42
- --------------------------------------------------------------------------------
NASDAQ Composite 100 133 171 208 274 394
- --------------------------------------------------------------------------------
NASDAQ Pharmaceutical 100 133 196 199 204 285
- --------------------------------------------------------------------------------
</TABLE>
This chart above assumes $100 was invested on June 30, 1994 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. Company contributions vest 20% after two years from the date of
date of hire and, thereafter, at the rate of 20% per year for the following four
years. A participant also becomes fully (100%) vested upon death, retirement at
age 65 or becomes disabled while an employee. Benefits are paid following
termination of employment or upon owing 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 $2,000 per year for any officer
of the Company.
14
<PAGE>
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. The Board of Directors increased Dr. Goldenberg's annual
base salary to $265,000, effective July 1, 1997. Dr. Goldenberg's employment
agreement was extended for a five-year period which expires on October 31, 2003.
Dr. Goldenberg voluntarily reduced his annual base salary effective June 1999,
from $265,000 to $225,000. Further, the Company acknowledged and approved Dr.
Goldenberg's continuing involvement with CMMI and IBC Pharmaceuticals, LLC.
("IBC"), the Company's joint venture with Beckman Coulter, Inc.
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
15
<PAGE>
products covered by patented Goldenberg Discoveries or by certain defined Prior
Inventions of Dr. Goldenberg, he will receive 0.5% on cumulative annual net
sales of, and royalties, certain equivalents thereof, and, to the extent
approved by the Board, other consideration received by, the Company for such
products, (collectively, "Annual Net Revenues"), up to a cumulative annual
aggregate of $75,000,000 and 0.25% on any cumulative Annual Net Revenue in
excess of $75,000,000 (collectively "Incentive Payments"). A $100,000 annual
minimum payment will be paid in the aggregate against all Revenue Incentive
Compensation and Incentive Payments and any payments under the License Agreement
(discussed below).
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. Pursuant to this provision, Dr. Goldenberg
received an indirect 20% interest in IBC.
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.
16
<PAGE>
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 then wife. Upon cancellation of
these three policies, the cash surrender value of the policies was reinvested
into the new policy. During what is estimated to be a 15-year period, the
Company is obligated to pay $143,000 per year towards premiums, compared to an
equivalent $250,000 commitment under the previous policies, in addition to
amounts required to be paid by Dr. Goldenberg. The Company has an interest in
this new policy up to the cumulative amount of premium payments made by it under
the old and new policies, which, through September 30, 1999, amounted to
$1,409,000. 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.
Employment Agrement with Robert J. DeLuccia
On June 1, 1998, the Company appointed Robert J. DeLuccia as President and
Chief Executive Officer and a member of the Board of Directors. Mr. DeLuccia
received an annual base salary of $240,000, subject to annual review by the
Board of Directors. In addition, Mr. DeLuccia was granted ten-year options to
purchase 200,000 shares of the Company's common stock at a price of $3.50 per
share (the market price on the date of grant), which options expired upon his
resignation in June 1999.
The Center for Molecular Medicine and Immunology
The Center for Molecular Medicine and Immunology ("CMMI") (also known as the
Garden State Cancer Center) is a non-profit corporation located in Belleville,
New Jersey. 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 devotes more of his time working for CMMI than for the Company.
Certain consultants to the Company have employment relationships with CMMI and
Dr. Hans Hansen, an officer of the Company, is an Adjunct Member 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.
17
<PAGE>
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 (the "Research 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. In consideration for such
rights, the Company pays CMMI an annual license fee of $200,000. 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.
The Company also has made grants, totaling $200,000 since July 1, 1998, 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 and has donated to CMMI surplus equipment no longer used by the
Company.
SELECTION OF INDEPENDENT AUDITORS
The Board of Directors has selected KPMG LLP as the independent auditors to
audit the books and accounts of the Company for the current fiscal year. KPMG
LLP has served as such independent auditors since fiscal year 1992. One or more
representatives of KPMG 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 LLP as the Company's independent auditors.
18
<PAGE>
STOCKHOLDERS PROPOSALS FOR NEXT ANNUAL MEETING
Stockholders of the Company wishing to include proposals in the proxy
material relating to the 2000 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 August 3,
2000 for such proposal to be considered for inclusion in the proxy statement for
such meeting. Such proposals must also meet the other requirements of the rules
of the Securities and Exchange Commission relating to stockholder proposals.
The Governance and Nominating Committee (or the full Board of Directors
acting in such capacity) will consider nominees recommended by stockholders of
the Company for election as a Director at the 2000 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 1999 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
As of the date of this proxy statement, the Board of Directors does not know
of any other business to be presented for consideration at the Annual Meeting.
However, the accompanying proxy gives discretionary authority if other matters
properly come before the Annual Meeting, and 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, 1999, 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.
19
<PAGE>
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 and Chief Executive Officer
October 18, 1999
20
<PAGE>
IMMUNOMEDICS, INC.
PROXY - Annual Meeting of Stockholders - December 1, 1999
(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
Cynthia L. Sullivan, 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, December 1,
1999, 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 AND FOR THE RATIFICATION OF KPMG LLP AS
THE INDEPENDENT AUDITORS.
(Continued and To Be Signed on Reverse Side)
<PAGE>
<TABLE>
<CAPTION>
[X] Please mark your
votes as in this
example
FOR all nominees WITHHOLD
except as AUTHORITY
indicated below for all nominees
<S> <C> <C> <C> <C> <C> <C> <C>
Nominees: David M. Goldenberg, FOR AGAINST ABSTAIN
Marvin E. Jaffe, 2. Proposal to ratify [ ] [ ] [ ]
1. Election of [ ] [ ] Richard R. Pivirotto, KPMG LLP as the
Directors Richard C. Williams independent auditors
for the fiscal year
For, except vote withheld from the following nominee(s): ending June 30, 2000
___________________________________________________________ 3. In their discretion,
upon such other matters
as may properly come
before the meeting.
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, 1999.
In Witness Whereof, the undersigned has
signed this Proxy.
I will attend the Annual Meeting. [ ]
I will NOT attend the Annual Meeting. [ ]
Signature(s):____________________________ Date_______________ Signature(s):____________________________ Date_______________
NOTE:
Signature(s) of stockholder(s) should correspond exactly with the names(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.
</TABLE>
