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): November 24, 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
On November 24, 1999, the registrant entered into an agreement with
HFTP Investment LLC (the "Investor") relating to shares of the registrant's
Series F Convertible Preferred Stock (the "Preferred Shares") currently held by
the Investor. Pursuant to the agreement, (a) the registrant will honor the
Investor's request to convert 105 Preferred Shares into 924,614 shares of the
registrant's common stock, and (b) the registrant will have the right to redeem
up to the balance of the Investor's Preferred Shares (consisting of 445
Preferred Shares) at any time on or before December 15, 1999, at a redemption
price that varies from 105% to 109% of par (which is $10,000 per Preferred
Share), depending upon when during the period through December 15, 1999 the
registrant redeems such shares. The registrant is under no obligation to redeem
such shares either before or after December 15, 1999. However, the Investor has
agreed that it will not convert any additional Preferred Shares on or before
December 15, 1999, and will not increase its net short position in the
registrant's common stock on or before that date.
The registrant provides no assurance as to whether such redemption will
be effected. The registrant is seeking to conclude similar agreements with the
other owners of the Preferred Shares and is pursuing negotiations to obtain the
financing necessary to effect the redemption of its Preferred Shares. No
assurances can be given that the registrant will enter into satisfactory
arrangements, or any arrangements at all, with such other owners or with any
financing source.
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/ David Goldenberg
--------------------
David Goldenberg
Chairman of the Board
Date: November 24, 1999