Rule 424(b)(2)
Registration Statement File No. 333-22341
Prospectus Supplement
(To Prospectus dated March 4, 1997)
3,000,000 Shares
ImClone Systems Incorporated
Common Stock
$.001 par value
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This Prospectus Supplement relates to 3,000,000 shares of Common Stock,
$.001 par value (the "Common Stock"), of ImClone Systems Incorporated, a
Delaware corporation (the "Company"), being offered by the Company.
The shares of Common Stock offered hereby are being offered at a single,
negotiated price. The shares of Common Stock offered hereby may be offered and
sold to different purchasers at different times.
The Common Stock is included on the Nasdaq National Market under the symbol
IMCL. On March 4, 1997, the closing sale price of the Common Stock was $8 1/8 on
the Nasdaq National Market, as reported by The Wall Street Journal.
THE SECURITIES OFFERED HEREBY INVOLVE A HIGH DEGREE OF RISK. SEE "RISK FACTORS"
BEGINNING ON PAGE 6 OF THE PROSPECTUS.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
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Price to Brokerage Proceeds to
Public Commissions Company(1)
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Per Share $7.875 $0.13 $7.745
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Total $23,625,000 $390,000 $23,235,000
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(1) Before deducting expenses payable by the Company, estimated at $63,000. See
"Plan of Distribution."
The date of this Prospectus Supplement is March 4, 1997
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Capitalized terms used in this Prospectus Supplement and not otherwise
defined herein have the respective meanings provided in the Company's
Prospectus, dated March 4, 1997 (the "Prospectus").
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
In addition to the documents incorporated by reference and made a part of
the Company's Prospectus, the Company's two Current Reports on Form 8-K, each
dated February 25, 1997, are incorporated by reference in the Prospectus. See
"Incorporation of Certain Documents by Reference" in the Prospectus.
USE OF PROCEEDS
The net proceeds from the sale of the shares of Common Stock offered
hereby, after deducting estimated expenses payable by the Company in connection
with this offering and the commissions payable by the Company to the Broker (as
defined below), will be $23,172,000. The Company anticipates using the net
proceeds from this offering (i) to pay the costs for the Company to engage in
further research and development, to continue to fund and expand its clinical
programs, and to support and expand manufacturing and (ii) for general corporate
purposes, including working capital. Pending such uses, the Company plans to
invest such funds in short-term interest-bearing obligations of investment
grade.
DILUTION
As of December 31, 1996, the Company had a net tangible book value of
$15,547,000, or $.77 per share. Net tangible book value per share is determined
by dividing the net tangible book value (tangible assets less liabilities) of
the Company by the number of shares of Common Stock outstanding at that date.
Adjusting such net tangible book value to give effect to the sale of 3,000,000
shares of Common Stock offered by the Company hereby at the offering price set
forth on the cover of this Prospectus Supplement, and the receipt and
application of the net proceeds therefrom, but without taking into account any
other changes in net tangible book value after December 31, 1996, the pro forma
net tangible book value of the Company as of December 31, 1996 would have been
$38,719,000 or $1.67 per share. This represents an immediate increase in the net
tangible book value of $.90 per share to existing stockholders and an immediate
dilution of $6.21 per share to new investors. The following table illustrates
this per share dilution.
Public offering price per share ............. $7.875
Net tangible book value per share as of
December 31, 1996 ................ . $.77
Increase in net tangible book value per share
attributable to the offering(1)..... .90
Pro forma net tangible book value per share
after the offering ................. 1.67
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Dilution per share to new investors(2)....... $ 6.21
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(1) After deducting commissions payable to the Broker and estimated expenses
payable by the Company in connection with sale of the shares of Common
Stock offered hereby.
(2) Determined by subtracting the pro forma net tangible book value per share
after the offering from the amount of cash paid by a new investor for a
share of Common Stock.
PLAN OF DISTRIBUTION
Trades to effect sales of the shares of Common Stock offered hereby will be
executed on the Nasdaq National Market by Genesis Merchant Group Securities LLC
(the "Broker"). The Company has agreed to pay brokerage commissions to the
Broker in connection with such trades aggregating $390,000. It is expected that
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delivery of the shares of Common Stock, upon payment therefor, will be made to
the accounts of the several purchasers on or about March 7, 1997.
The Broker has in the past provided, and may in the future provide,
investment banking, financial advisory and other services to the Company.
Pursuant to an agreement entered into between the Company and the Broker in
November 1995, subject to certain conditions, the Company agreed to engage the
Broker on a non-exclusive basis as managing underwriter or placement agent, as
the case may be, in connection with securities offerings by the Company prior to
May 2, 1997 in which the Company uses the services of a financial advisor or
intermediary. The Broker has waived any rights it may have under such agreement
in connection with this offering.
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