UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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): December 10, 2007
IMCLONE SYSTEMS INCORPORATED
(Exact name of registrant as specified in its charter)
Delaware | | 0-19612 | | 04-2834797 |
| (State or other jurisdiction of Incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
180 Varick Street |
New York, New York 10014 |
| (Address of principal executive offices) (Zip Code) |
| |
(212) 645-1405 |
| (Registrant's telephone number, including area code) |
| |
N/A |
| (Former name or former address, if changed since last report) |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| | |
| o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| | |
| o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| | |
| o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
On December 10, 2007, the Board of Directors of ImClone Systems Incorporated (the “Company”) approved an amendment to Section 5.1 of the Company’s Amended and Restated By-Laws (the “By-Laws”) to allow the Company to issue shares in book entry form. This amendment will enable the Company to comply with a NASDAQ requirement that shares of the Company’s common stock be eligible after January 1, 2008 for a direct registration program operated by a clearing agency registered under Section 17A of the Securities Exchange Act of 1934, as amended. The By-Laws as so amended and restated are attached as Exhibit 3.1 to this report and incorporated by reference into this Item 5.03.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. | | Description |
| | | |
| 3.1 | | By-Laws of ImClone Systems Incorporated as amended and restated December 10, 2007. |
SIGNATURES
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 hereunto duly authorized.
| | IMCLONE SYSTEMS INCORPORATED |
| | (Registrant) |
| | | |
| | | |
| | By: | /s/ Daniel J. O’Connor |
| Dated: December 14, 2007 | | Daniel J. O’Connor |
| | | Senior Vice President and |
| | | General Counsel |
