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As filed with the Securities and Exchange Commission on January 5, 2001
Registration No.333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
IMMUNOMEDICS, INC.
(Exact name of registrant as specified in its charter)
Delaware 61-1009366
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
300 American Road
Morris Plains, New Jersey 07950
(Address of Principal Executive Offices) (Zip Code)
IMMUNOMEDICS, INC.
1992 STOCK OPTION PLAN
(Full title of the plan)
David M. Goldenberg
Immunomedics, Inc.
300 American Road
Morris Plains, New Jersey 07950
973-605-8200
(Name, address and telephone number, including area code,
of agent for service)
with a copy to:
Laura R. Kuntz, Esq.
LOWENSTEIN SANDLER PC
65 Livingston Avenue
Roseland, New Jersey 07068
CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Title of maximum maximum
securities offering aggregate Amount of
to be Amount to be price per offering registration
registered registered unit (1) price fee
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Common Stock,
$0.01 par value 5,000,000 sh(2) $19.625 $98,125,000 $24,531.25
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(1) Pursuant to Rule 457, the proposed maximum offering price per share is
estimated solely for the purpose of computing the amount of the
registration fee and is based on the average of the high and low sales
prices of the Common Stock of the registrant reported on the Nasdaq
National Market on January 3, 2001.
(2) Plus such indeterminate number of additional shares as shall become
issuable pursuant to the anti-dilution provisions of the above-mentioned
plan.
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PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents, filed by Immunomedics, Inc. (the "Company")
with the Securities and Exchange Commission (the "SEC"), are hereby incorporated
by reference:
(a) the Company's Annual Report on Form 10-K for the fiscal year
ended June 30, 2000;
(b) the Company's Quarterly Report on Form 10-Q for the fiscal
quarter ended September 30, 2000; and
(c) the description of the Common Stock of the Company contained in
the Company's most recent registration statement filed under the Securities
Exchange Act of 1934.
All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the
filing of a post-effective amendment which indicates that all securities offered
have been sold or which deregisters all securities then remaining unsold, shall
be deemed to be incorporated by reference in this registration statement and to
be a part hereof from the date of filing of such documents. Any statement
contained herein or in a document incorporated or deemed to be incorporated by
reference herein shall be deemed to be modified or superseded for purposes of
this registration statement to the extent that such statement is modified or
superseded by a subsequently filed document which also is or is deemed to be
incorporated by reference herein. Any such statement so modified or superseded
shall not be deemed to constitute a part of this registration statement except
as so modified or superseded.
Item 4. Description of Securities.
Not Applicable.
Item 5. Interests of Named Experts and Counsel.
Not Applicable.
Item 6. Indemnification of Directors and Officers.
The Delaware General Corporation Law provides, in substance, that
Delaware corporations shall have the power, under specified circumstances, to
indemnify their directors, officers, employees and agents in connection with
actions or suits by or in the right of the corporation, by reason of the fact
that they were or are such directors, officers, employees and agents, against
expenses (including attorneys' fees) and, in the case of actions, suits or
proceedings brought by third parties, against judgments, fines and amounts paid
in settlement actually and reasonably incurred in any such action, suit or
proceeding.
The Company's Certificate of Incorporation provides that a director shall not be
personally liable to the Company or its stockholders for monetary damages for
breach of fiduciary duty as a director except for liability (i) for breach of
the director's duty of loyalty to the Company or its stockholders, (ii) for acts
or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) under Section 174 of the Delaware General
Corporation Law, or (iv) for any transaction from which the director derived an
improper personal benefit. The Company's Bylaws also provide that the Company
may indemnify its directors, officers and legal representatives to the fullest
extent permitted by Delaware law against all awards and expenses (including
attorneys' fees).
Item 7. Exemption from Registration Claimed.
Not Applicable.
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Item 8. Exhibits.
4.1 Certificate of Incorporation of the Company, as filed with the
Secretary of State of the State of Delaware on July 6, 1982 (a)
4.2 Certificate of Amendment of the Certificate of Incorporation of
the Company as filed with the Secretary of State of the State of
Delaware on April 4, 1983 (a)
4.3 Certificate of Amendment of the Certificate of Incorporation of
the Company as filed with the Secretary of State of the State of
Delaware on December 14, 1984 (a)
4.4 Certificate of Amendment of the Certificate of Incorporation of
the Company as filed with the Secretary of State of the State of
Delaware on March 19, 1986 (a)
4.5 Certificate of Amendment of the Certificate of Incorporation of
the Company as filed with the Secretary of State of the State of
Delaware on November 17, 1986 (a)
4.6 Certificate of Amendment of the Certificate of Incorporation of
the Company as filed with the Secretary of State of the State of
Delaware on November 21, 1990 (b)
4.7 Certificate of Designation of Rights and Preferences, as filed
with the Secretary of State of the State of Delaware on March 1,
1991 (c)
4.8 Certificate of Amendment of the Certificate of Incorporation of
the Company as filed with the Secretary of State of the State of
Delaware on December 7, 1992 (d)
4.9 Certificate of Designation of Rights and Preferences of the
Company's Series B Convertible Preferred Stock filed with the
Secretary of State of the State of Delaware on December 21, 1994
(e)
4.10 Certificate of Designation of Rights and Preferences of the
Company's Series C Convertible Preferred Stock as filed with the
Secretary of State of the State of Delaware on September 25, 1995
(f)
4.11 Certificate of Designation of Rights and Preferences of the
Company's Series D Convertible Preferred Stock as filed with the
Secretary of State of the State of Delaware on June 26, 1996 (g)
4.12 Certification of Amendment of the Certificate of Incorporation of
the Company as filed with the Secretary of State of the State of
Delaware on November 7, 1996 (h)
4.13 Certificate of Designation of Rights and Preferences of the
Company's Series E Junior Participating Preferred Stock, as filed
with the Secretary of State of the State of Delaware on January
23, 1998 (i)
4.14 Amended Certificate of Designations, Preferences and Rights of
Series F Convertible Preferred Stock of Immunomedics, Inc. (j)
4.15 Amended and Restated By-Laws of the Company (k)
4.16 Structured Equity Line Flexible Financing Agreement, dated as of
December 23, 1997, between Immunomedics, Inc. and Cripple Creek
Securities, LLC (l)
4.17 Registration Rights Agreement, dated as of December 23, 1997,
between Immunomedics, Inc. and Cripple Creek Securities, LLC (l)
4.18 Common Stock Purchase Warrant issued to Cripple Creek Securities,
LLC (l)
4.19 Form of additional Common Stock Purchase Warrant issuable to
Cripple Creek Securities, LLC (l)
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4.20 Rights Agreement, dated as of January 23, 1998, between
Immunomedics, Inc. and American Stock Transfer and Trust Company,
as rights agent, and form of Rights Certificate (i)
5.1 Opinion of Lowenstein Sandler PC
23.1 Consent of KPMG LLP
24.1 Power of Attorney
_____________________
(a) Incorporated by reference from the Exhibits to the Company's
Annual Report on Form 10-K for the fiscal year ended June 30,
1990.
(b) Incorporated by reference from the Exhibits to the Company's
Quarterly Report on Form 10-Q for the fiscal quarter ended
December 31, 1990.
(c) Incorporated by reference from the Exhibits to the Company's
Quarterly Report on Form 10-Q for the fiscal quarter ended March
31, 1991.
(d) Incorporated by reference from the Exhibits to the Company's
Annual Report on Form 10-K for the fiscal year ended June 30,
1993.
(e) Incorporated by reference from the Exhibits to the Company's
Quarterly Report on Form 10-Q for the fiscal quarter ended
December 31, 1994.
(f) Incorporated by reference from the Exhibits to the Company's
Quarterly Report on Form 10-Q for the fiscal quarter ended
September 30, 1995.
(g) Incorporated by reference from the Exhibits to the Company's
Annual Report on Form 10-K for the fiscal year ended June 30,
1996.
(h) Incorporated by reference from the Exhibits to the Company's
Quarterly Report on Form 10-Q for the fiscal quarter ended
September 30, 1996.
(i) Incorporated by reference from the Exhibits to the Company's
Registration Statement on Form 8-A, as filed with the Commission
on January 29, 1998.
(j) Incorporated by reference from the Exhibits to the Company's
Current Report on Form 8-K, dated December 15, 1998.
(k) Incorporated by reference from the Exhibits to the Company's
Annual Report on Form 10-K for the fiscal year ended June 30,
1993.
(l) Incorporated by reference from the Exhibits to the Company's
Registration Statement on Form S-3 as filed with the Commission on
January 29, 1998.
Item 9. Undertakings.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1993;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement
(or the most recent post-effective amendment thereof)
which, individually or in the aggregate, represent a
fundamental change in the information set forth in the
registration statement; and
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the
registration statement or any material change to such
information in the registration statement;
Provided, however, that Paragraphs (1)(i) and (1)(ii) do not
apply if the registration statement is on Form S-3 or Form S-8 and the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the registrant pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.
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(2) That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
The undersigned registrant undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Securities Act of 1933 and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the registrant will, unless
in the opinion of its counsel that matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act of 1933 and will be governed by the final adjudication of such
issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Morris Plains, State of New Jersey, on the 4th day of
January, 2001.
IMMUNOMEDICS, INC.
By: /s/ David M. Goldenberg
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David M. Goldenberg, Chairman of the Board
and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
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Signatures Title Date
/s/ David M. Goldenberg Chairman of the Board, Chief Executive Officer and January 4, 2001
------------------------ Director (Principal Executive Officer)
David M. Goldenberg
/s/ Morton Coleman* Director January 4, 2001
------------------------
Morton Coleman
/s/ Martin E. Jaffe Director January 4, 2001
------------------------
Marvin E. Jaffe
/s/ Richard R. Pivirotto* Director January 4, 2001
------------------------
Richard R. Pivirotto
/s/ Shailesh R. Asher* Controller and Acting Chief Financial Officer January 4, 2001
------------------------ (Principal Financial and Accounting Officer)
Shailesh R. Asher
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*By: /s/ David M. Goldenberg
-----------------------
David M. Goldenberg
Attorney-in-Fact
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EXHIBIT INDEX
Exhibit No. Description Page No.
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4.1 Certificate of Incorporation of the Company, as filed with the
Secretary of State of the State of Delaware on July 6, 1982 (a)
4.2 Certificate of Amendment of the Certificate of Incorporation of
the Company as filed with the Secretary of State of the State of
Delaware on April 4, 1983 (a)
4.3 Certificate of Amendment of the Certificate of Incorporation of
the Company as filed with the Secretary of State of the State of
Delaware on December 14, 1984 (a)
4.4 Certificate of Amendment of the Certificate of Incorporation of
the Company as filed with the Secretary of State of the State of
Delaware on March 19, 1986 (a)
4.5 Certificate of Amendment of the Certificate of Incorporation of
the Company as filed with the Secretary of State of the State of
Delaware on November 17, 1986 (a)
4.6 Certificate of Amendment of the Certificate of Incorporation of
the Company as filed with the Secretary of State of the State of
Delaware on November 21, 1990 (b)
4.7 Certificate of Designation of Rights and Preferences, as filed
with the Secretary of State of the State of Delaware on March 1,
1991 (c)
4.8 Certificate of Amendment of the Certificate of Incorporation of
the Company as filed with the Secretary of State of the State of
Delaware on December 7, 1992 (d)
4.9 Certificate of Designation of Rights and Preferences of the
Company's Series B Convertible Preferred Stock filed with the
Secretary of State of the State of Delaware on December 21, 1994
(e)
4.10 Certificate of Designation of Rights and Preferences of the
Company's Series C Convertible Preferred Stock as filed with the
Secretary of State of the State of Delaware on September 25, 1995
(f)
4.11 Certificate of Designation of Rights and Preferences of the
Company's Series D Convertible Preferred Stock as filed with the
Secretary of State of the State of Delaware on June 26, 1996 (g)
4.12 Certification of Amendment of the Certificate of Incorporation of
the Company as filed with the Secretary of State of the State of
Delaware on November 7, 1996 (h)
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4.13 Certificate of Designation of Rights and Preferences of the
Company's Series E Junior Participating Preferred Stock, as filed
with the Secretary of State of the State of Delaware on January
23, 1998 (i)
4.14 Amended Certificate of Designations, Preferences and Rights of
Series F Convertible Preferred Stock of Immunomedics, Inc. (j)
4.15 Amended and Restated By-Laws of the Company (k)
4.16 Structured Equity Line Flexible Financing Agreement, dated as of
December 23, 1997, between Immunomedics, Inc. and Cripple Creek
Securities, LLC (l)
4.17 Registration Rights Agreement, dated as of December 23, 1997,
between Immunomedics, Inc. and Cripple Creek Securities, LLC (l)
4.18 Common Stock Purchase Warrant issued to Cripple Creek Securities,
LLC (l)
4.19 Form of additional Common Stock Purchase Warrant issuable to
Cripple Creek Securities, LLC (l)
4.20 Rights Agreement, dated as of January 23, 1998, between
Immunomedics, Inc. and American Stock Transfer and Trust Company,
as rights agent, and form of Rights Certificate (i)
5.1 Opinion of Lowenstein Sandler PC
23.1 Consent of KPMG LLP
24.1 Power of Attorney
_____________________
(a) Incorporated by reference from the Exhibits to the Company's
Annual Report on Form 10-K for the fiscal year ended June 30,
1990.
(b) Incorporated by reference from the Exhibits to the Company's
Quarterly Report on Form 10-Q for the fiscal quarter ended
December 31, 1990.
(c) Incorporated by reference from the Exhibits to the Company's
Quarterly Report on Form 10-Q for the fiscal quarter ended March
31, 1991.
(d) Incorporated by reference from the Exhibits to the Company's
Annual Report on Form 10-K for the fiscal year ended June 30,
1993.
(e) Incorporated by reference from the Exhibits to the Company's
Quarterly Report on Form 10-Q for the fiscal quarter ended
December 31, 1994.
(f) Incorporated by reference from the Exhibits to the Company's
Quarterly Report on Form 10-Q for the fiscal quarter ended
September 30, 1995.
(g) Incorporated by reference from the Exhibits to the Company's
Annual Report on Form 10-K for the fiscal year ended June 30,
1996.
(h) Incorporated by reference from the Exhibits to the Company's
Quarterly Report on Form 10-Q for the fiscal quarter ended
September 30, 1996.
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(i) Incorporated by reference from the Exhibits to the Company's
Registration Statement on Form 8-A, as filed with the Commission
on January 29, 1998.
(j) Incorporated by reference from the Exhibits to the Company's
Current Report on Form 8-K, dated December 15, 1998.
(k) Incorporated by reference from the Exhibits to the Company's
Annual Report on Form 10-K for the fiscal year ended June 30,
1993.
(l) Incorporated by reference from the Exhibits to the Company's
Registration Statement on Form S-3 as filed with the Commission on
January 29, 1998.
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