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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported) February 24, 2000
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IMCLONE SYSTEMS INCORPORATED
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(Exact name of Registrant as Specified in Charter)
Delaware 0-19612 04-2834797
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(State or Other Jurisdiction (Commission File (IRS Employer
of Incorporation) Number) Identification No.)
180 Varick Street
New York, New York 10014
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (212) 645-1405
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Not Applicable
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(Former Name or Former Address, if Changed Since Last Report)
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Item 5. Other Events.
On February 24, 2000, ImClone Systems Incorporated issued a press release,
a copy of which is attached as Exhibit 99.1 and incorporated by reference
herein.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(c) Exhibits
99.1 Press Release dated February 24, 2000.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
IMCLONE SYSTEMS
INCORPORATED
By: /s/ John B. Landes
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Name: John B. Landes
Title: Vice President, Business
Development and General
Counsel
February 24, 2000
2
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EXHIBIT INDEX
99.1 Press Release dated February 24, 2000.
Exhibit 99.1
Contact:
Andrea F. Rabney
Assistant Vice President,
Corporate Communications
ImClone Systems Incorporated
(646) 638-5058
For Immediate Release
IMCLONE ANNOUNCES PLACEMENT OF $200 MILLION IN CONVERTIBLE
SUBORDINATED NOTES
New York, NY - February 24, 2000 -- ImClone Systems Incorporated (Nasdaq: IMCL)
announced today the private placement of $200 million principal amount of 5
1/2% Convertible Subordinated Notes due 2005. The offering, which was made
through initial purchasers to qualified institutional buyers under Rule 144A of
the Securities Act of 1933 and to a limited number of accredited investors, is
expected to close on February 29, 2000. ImClone has also granted the initial
purchasers of the notes an option to purchase up to an additional $40 million
in principal amount of the notes. The notes are convertible into ImClone
Systems common stock, at a conversion price of $110.18 per share, subject to
adjustment in certain events. ImClone has agreed to file a registration
statement for the resale of the notes and the common stock issuable upon
conversion of the notes within 90 days after the closing of the offering.
The net proceeds of the proposed offering would be used to fund research,
development and clinical activities, as well as working capital and general
corporate purposes.
The Convertible Subordinated Notes have not been registered under the
Securities Act of 1933 and may not be offered or sold in the United States
absent registration or an applicable exemption from registration requirements.
This announcement is neither an offer to sell nor a solicitation of an offer to
buy any of these securities.
Except for the historical information contained herein, the matters discussed
in this news release may include forward-looking statements. Actual results may
differ materially from those predicted in such forward-looking statements due
to the risks and uncertainties inherent in the Company's business, including,
without limitation, risks, and uncertainties in obtaining and maintaining
regulatory approval, market acceptance of and continuing demand for the
Company's products, the impact of competitive products and pricing, and the
Company's ability to obtain additional financing to support its operations. The
Company undertakes no obligation to revise or update this press release to
reflect events or circumstances after the date hereof.
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