As filed with the Securities and Exchange Commission on April 28, 2023
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
IMMUNOGEN, INC.
(Exact name of registrant as specified in its charter)
| Massachusetts | 04-2726691 |
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
| 830 Winter Street | |
| Waltham, Massachusetts | 02451 |
| (Address of Principal Executive Offices) | (Zip Code) |
IMMUNOGEN, INC.
INDUCEMENT EQUITY INCENTIVE PLAN, AS AMENDED
(Full title of the plan)
Daniel S. Char
Senior Vice President, Chief Legal Officer, and Secretary
ImmunoGen, Inc.
830 Winter Street
Waltham, Massachusetts 02451
(Name and address of agent for service)
(781) 895-0600
(Telephone number, including area code, of agent for service)
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer x Non-accelerated filer ¨ | Accelerated filer ¨ Smaller reporting company ¨ Emerging growth company ¨ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ¨
EXPLANATORY NOTE
This registration statement registers an aggregate of 3,000,000 additional shares of common stock, par value $.01 per share (the “Common Stock”), of ImmunoGen, Inc. (the “Company”) reserved under the Company’s Inducement Equity Incentive Plan, as amended (the “Plan”). This registration statement registers additional securities of the same class as other securities for which a registration statement on Form S-8 (File No. 333-235633) relating to the Plan is effective.
Pursuant to General Instruction E of Form S-8, the contents of the Company’s registration statement on Form S-8 (File No. 333-235633) filed with the Securities and Exchange Commission (the “Commission”) on December 20, 2019 are incorporated herein by reference, except as otherwise noted below.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents are incorporated herein by reference:
| (a) | the Company’s Annual Report on Form 10-K for the year ended December 31, 2022 filed with the Commission on March 1, 2023; |
| (b) | the Company’s Quarterly Report on Form 10-Q for the period ended March 31, 2023 filed with the Commission on April 28, 2023; |
| (c) | the Company’s Current Reports on Form 8-K filed with the Commission on March 1, 2023 and April 6, 2023 (in each case, except for information contained therein which is furnished rather than filed); |
| (d) | the portions of the Company’s definitive proxy statement on Schedule 14A filed on April 26, 2023 that are deemed “filed” with the Commission under the Securities Exchange Act of 1934, as amended (the “Exchange Act”); and |
| (e) | the description of the Common Stock contained in the Company’s registration statement on Form 8-A filed on September 25, 1989, as amended by Amendment No. 1 thereto, filed on November 15, 1989, under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), including amendments or reports filed for the purpose of updating such description. |
All documents subsequently filed by the Company pursuant to Section 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or that deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be a part hereof from the date of the filing of such documents. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for the purposes of this registration statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this registration statement.
Item 8. Exhibits.
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 Waltham, the Commonwealth of Massachusetts on this 28th day of April 2023.
| IMMUNOGEN, INC. | ||
| By: | /s/ Mark J. Enyedy | |
| Mark J. Enyedy President and Chief Executive Officer | ||
Each person whose signature appears below constitutes and appoints Mark J. Enyedy, Daniel S. Char, and Renee Lentini his or her true and lawful attorneys-in-fact and agents, each acting alone, with full powers of substitution and resubstitution, for him or her or in his or her name, place and stead, in any and all capacities to sign any and all amendments or post-effective amendments to this registration statement on Form S-8, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, each acting alone, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, each acting alone, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
| Signature | Title | Date |
| /s/ Mark J. Enyedy | President, Chief Executive Officer and Director | April 28, 2023 |
| Mark J. Enyedy | (principal executive officer) | |
| /s/ Renee Lentini | Vice President, Finance, Chief Accounting Officer, and Interim Chief Financial Officer | April 28, 2023 |
| Renee Lentini | (principal financial officer and principal accounting officer) | |
| /s/ Stephen C. McCluski | Chairman of the Board | April 28, 2023 |
| Stephen C. McCluski | ||
| /s/ Stuart A. Arbuckle | Director | April 28, 2023 |
| Stuart A. Arbuckle | ||
| /s/ Mark Goldberg | Director | April 28, 2023 |
| Mark Goldberg |
| /s/ Tracey L. McCain | Director | April 28, 2023 |
| Tracey L. McCain | ||
| /s/ Dean J. Mitchell | Director | April 28, 2023 |
| Dean J. Mitchell | ||
| /s/ Kristine Peterson | Director | April 28, 2023 |
| Kristine Peterson | ||
| /s/ Helen M. Thackray | Director | April 28, 2023 |
| Helen M. Thackray | ||
| /s/ Richard J. Wallace | Director | April 28, 2023 |
| Richard J. Wallace |