PROSPECTUS SUPPLEMENT FILED PURSUANT TO RULE 424(B)(3)
TO PROSPECTUS DATED JULY 31, 2000 REGISTRATION NO. 333-37746
$240,000,000
IMCLONE SYSTEMS INCORPORATED
5 1/2% Convertible Subordinated Notes Due 2005
This prospectus supplement relates to the resale by the holders of our 5
1/2% Convertible Subordinated Notes Due 2005 and the shares of our common stock
issuable upon the conversion of the notes.
This prospectus supplement should be read in conjunction with the
prospectus dated July 31, 2000, which is to be delivered with this prospectus
supplement. All capitalized terms used but not defined in the prospectus
supplement shall have the meanings given to them in the prospectus.
The table below sets forth information as of the date hereof concerning
beneficial ownership of the securities of the selling holders as listed below.
All information concerning beneficial ownership has been furnished by the
selling holders.
PRINCIPAL AMOUNT COMMON STOCK
OF NOTES OWNED PRIOR COMMON STOCK
BENEFICIALLY OWNED TO THE OFFERED
NAME AND OFFERED HEREBY OFFERINGS(1)(2) HEREBY(1)(2)
--------------------------- ------------------ --------------- ------------
Merrill Lynch Pierce
Fenner & Smith, Inc. 1,100,000 9,983 9,983
R2 Investments, LDC 22,750,000 206,480 206,480
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(1) Assumes a conversion price of $110.18 per share and a cash payment in lieu
of any fractional interest.
(2) Assumes that any holders of notes or any future transferee from any such
holder does not beneficially own any common stock other than common stock
into which the notes are convertible at the conversion price of $110.18
per share.
Other than as may be stated in any additional prospectus supplement, none of
the selling holders has had any material relationship with us or with our
affiliates within the past three years.
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The securities offered hereby involve a high degree of risk. See "Risk Factors"
beginning on page 4 of the prospectus.
These securities have not been approved or disapproved by the
Securities and Exchange 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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The date of this prospectus supplement is September 15, 2000.
