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): May 24, 2002
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IMMUNOMEDICS, INC.
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(Exact name of registrant as specified in its charter)
Delaware 0-12104 61-1009366
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(State or other (Commission (IRS Employer
jurisdiction File Number) Identification No.)
of incorporation)
300 American Road, Morris Plains, New Jersey 07950
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (973) 605-8200
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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 May 24, 2002, Immunomedics, Inc. announced that it had purchased certain
membership interests in IBC Pharmaceuticals, Inc. from Beckman Coulter, Inc. A
copy of the press release announcing this information is attached to this report
as Exhibit 99.1 hereto and is incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits.
99.1 Press Release issued by Immunomedics, Inc. on May 24, 2002.
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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.
IMMUNOMEDICS, INC.
Dated: May 28, 2002 By: /s/ Cynthia L. Sullivan
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Cynthia L. Sullivan
President and Chief Executive Officer
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EXHIBIT INDEX
Exhibit No. Description
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99.1 Press Release issued by Immunomedics, Inc. on May 24, 2002.
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EXHIBIT 99.1
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IMMUNOMEDICS ACQUIRES BECKMAN COULTER'S
SHARE OF IBC PHARMACEUTICALS
Morris Plains, NJ, May 24, 2002 -- Immunomedics, Inc. (Nasdaq:IMMU) today
announced that Beckman Coulter, Inc. sold its membership interest in a cancer
therapeutic joint venture, IBC Pharmaceuticals, LLC, to Immunomedics. In return
for its 43% interest in the joint venture, Beckman Coulter received 138,900
shares of Immunomedics common stock and a five-year warrant to purchase an
additional 150,000 shares of Immunomedics common stock at a price of $65 per
share, subject to adjustment in the event of a change of control of
Immunomedics. Immunomedics has agreed to promptly register with the Securities
and Exchange Commission all such shares for resale to the public. This transfer
of Beckman Coulter's ownership of the joint venture gives Immunomedics a 92%
ownership share, with other existing investors retaining an 8% ownership.
Immunomedics' President and Chief Executive Officer, Cynthia L. Sullivan,
commented: "IBC Pharmaceuticals focuses on the development of novel cancer
therapeutics using proprietary pre-targeting, bi-specific antibody technologies
developed some years ago at Immunotech in Marseille, France. Immunotech was
later purchased by Coulter Corporation, which subsequently became part of
Beckman Coulter. IBC's first product candidate is currently being evaluated in
Phase I/II clinical trials in France for the therapy of tumors producing
carcinoembryonic antigen, or CEA."
"IBC Pharmaceuticals and Immunomedics scientists have been reengineering
bi-specific, fused antibodies against CEA and a second carrier peptide that
delivers therapeutic doses of radiation to cancer cells at ratios to normal
tissues that appear to exceed those of directly-radiolabeled antibodies. Since
we are a leader in the use of radiolabeled antibodies for cancer therapy, we
were delighted to be able to increase our ownership in the joint venture and
believe this will help us accelerate the development of this technology," Ms.
Sullivan remarked.
IBC Pharmaceuticals currently has a 5-person management board, chaired by Dr.
David M. Goldenberg, who is also the Chairman and Chief Scientific Officer of
Immunomedics, Inc. Dr. Goldenberg stated: "I am grateful to Beckman Coulter for
the assistance and advice provided during the formative years of this venture,
which is now entering a second stage of development. I am also pleased that they
have decided to become shareholders of Immunomedics."
Immunomedics is a biopharmaceutical company focused on the development,
manufacture and commercialization of diagnostic imaging and therapeutic products
for the detection and treatment of cancer and infectious diseases. Integral to
these products are highly specific monoclonal antibodies and antibody fragments
designed to deliver radioisotopes and chemotherapeutic agents to tumors and
sites of infection. Immunomedics has five therapeutic products in clinical
trials and has two marketed diagnostic imaging products. The most advanced
therapeutic product candidates are LymphoCide(TM) (epratuzumab), which is in
Phase II and Phase III clinical trials for the treatment of non-Hodgkin's
lymphoma, and CEA-Cide(TM) (labetuzumab), which is in Phase I/II clinical trials
for the treatment of certain solid tumors.
This release, in addition to historical information, contains forward-looking
statements made pursuant to the Private Securities Litigation Reform Act of
1995. Such statements, including statements regarding clinical trials, involve
significant risks and uncertainties and actual results could differ materially
from those expressed or implied herein. Factors that could cause such
differences include, but are not limited to, risks associated with new product
development (including clinical trials outcome and regulatory
requirements/actions), competitive risks to marketed products and availability
of financing and other sources of capital, as well as the risks discussed in the
Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2002.
Company Contact: Rebecca Kinner, Investor Relations, (973) 605-8200, extension
263. Visit the company's web site at http://www.Immunomedics.com
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