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): March 5, 1999
IMMUNOMEDICS, INC.
(Exact name of registrant as specified in its charter)
Delaware 0-12104 61-1009366
(State or Other Jurisdiction (Commission) (IRS Employer
of Incorporation) File Number) Identification No.)
300 American Road, Morris Plains, New Jersey 07950
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (973) 605-8200
(Former name or former address, if changed since last report)
Item 5. Other Events
IMG Technology, LLC ("IMG"), an 80% owned subsidiary of
Immunomedics, Inc.("Company"), has formed a joint venture with Coulter
Corporation ("Coulter") for the purpose of developing targeted cancer
therapeutics. The joint venture, known as IBC Pharmaceuticals, LLC ("IBC"), was
organized as a Delaware limited liability company.
On March 5, 1999, the Company contributed to IBC, on behalf of
IMG, certain rights to its proprietary humanized antibodies against the cancer
marker carcinoembryonic antigen, which is used in its CEA-Cide(a) therapeutic,
and Coulter contributed to IBC certain rights to its bispecific targeting
technology called the "Affinity Enhancement System" or AES. The Company assigned
its rights pursuant to the terms of a license agreement with IBC dated March 5,
1999 in exchange for the grant to IMG of a 53.28% interest in IBC ("Immunomedics
License Agreement"). Coulter received a 46.72% interest in IBC in exchange for
its contribution.
The license granted to IBC is a worldwide, royalty free,
exclusive license which is limited to the "IBC Field" with respect to the
"Immunomedics Patent Property" and the "Immunomedics Biotechnology Assets," as
those terms are defined in Section 1 of the Immunomedics License Agreement.
Additionally on March 5, 1999, several investors contributed
$3,000,000 to IBC in exchange for a 7% interest in the venture, resulting in a
corresponding reduction of IMG's and Coulter's interests in IBC to 49.55% and
43.45% respectively. Coulter, IMG and the investors entered into an operating
agreement (the "IBC Operating Agreement") which establishes the rights and
obligations of the respective members. Under the terms of the IBC Operating
Agreement, neither IMG nor Coulter may sell any portion of its interest in IBC
without first providing the other with a right of first refusal with respect to
such sale, provided that after a public offering of IBC securities, IMG and
Coulter will be permitted to sell up to 20% of their respective interests in IBC
free of such right of first refusal.
IMG is a Delaware limited liability company owned 80% by the
Company and 20% by Dr. David Goldenberg. Dr. Goldenberg, who is the Chairman of
the Board of the Company, received his interest pursuant to the terms of his
employment agreement with the Company. IMG is intended to be a single purpose
entity, its sole asset being its interest in IBC. Dr. Goldenberg and IMG have
entered into an operating agreement (the "IMG Operating Agreement") which
establishes their relative rights and obligations.
The foregoing summaries of agreements are necessarily
incomplete and selective and are qualified in their entirety by reference to the
agreements summarized, each of which is attached hereto as an exhibit.
At a special meeting of stockholders held on March 19, 1999,
stockholders of the Company authorized the issuance, if necessary, of shares of
common stock in excess of 7,577,617 shares upon conversion of the Series F
Preferred Stock issued or issuable to investors in accordance with the Company's
December 1999 Private Placement. The terms of the Series F Preferred Stock are
more fully set forth in the Proxy Statement dated February 10, 1999 in conection
with the special meeting.
Item 7. Financial Statements and Exhibits
(c) Exhibits
Exhibit No. Description
10.1 Operating Agreement, dated March 5, 1999, by and among IMG
Technology, LLC, Coulter Corporation and the investors named
therein.
10.2 License Agreement, dated March 5, 1999, by and between
Immunomedics, Inc. and IBC Pharmaceuticals, LLC.
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10.3 Operating Agreement, dated March 5, 1999, by and between
Immunomedics, Inc., IMG Technology, LLC and David M.
Goldenberg.
99.1 Press Release, dated March 8, 1999
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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 thereunto duly authorized.
IMMUNOMEDICS, INC.
By:/s/ Robert J. DeLuccia
Robert J. DeLuccia
President and
Chief Executive Officer
Date: March 23, 1999
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