As filed with the Securities and Exchange Commission
On December 18, 2001
Registration No. 33-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
IMMUNOGEN, INC.
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(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
MASSACHUSETTS 04-2726691
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(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
128 SIDNEY STREET, CAMBRIDGE, MASSACHUSETTS 02139
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(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
IMMUNOGEN, INC. 2001 NON-EMPLOYEE DIRECTOR STOCK PLAN
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(FULL TITLE OF THE PLAN)
Mitchel Sayare
Chairman of the Board and
Chief Executive Officer
ImmunoGen, Inc.
128 Sidney Street
Cambridge, Massachusetts 02139
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(NAME AND ADDRESS OF AGENT FOR SERVICE)
(617) 995-2500
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(TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)
Please send copies of all communications to:
Jonathan L. Kravetz, Esq.
Mintz, Levin, Cohn, Ferris,
Glovsky and Popeo, P.C.
One Financial Center
Boston, MA 02111
(617) 542-6000
1
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of maximum maximum
securities Amount offering aggregate Amount of
to be to be price per offering registration
registered registered(1) unit(2) price(2) fee
Common Stock,
$.01 par value 50,000 $16.10 $805,000 $192.40
====== ====== ======== =======
(1) The number of shares of common stock, par value $.01 per share (the
"Common Stock"), consists of the aggregate number of shares which may
hereafter be granted under the ImmunoGen, Inc. 2001 Non-Employee
Director Stock Plan (the "2001 Plan"). The maximum number of shares
which may be granted under the 2001 Plan is subject to adjustment in
accordance with certain anti-dilution and other provisions of the
2001 Plan. Accordingly, pursuant to Rule 416 under the Securities Act
of 1933, as amended (the "Securities Act"), this Registration
Statement covers, in addition to the number of shares stated above,
an indeterminable number of shares which may be subject to grant or
otherwise issuable after the operation of any such anti-dilution and
other provisions.
(2) This calculation is made solely for the purpose of determining the
registration fee pursuant to the provisions of Rules 457(c) and 457(h)
under the Securities Act of 1933, as amended and based upon the average
of the high and low sales prices per share of the Common Stock as
reported on the Nasdaq National Market System on December 14, 2001.
EXPLANATORY NOTE
This Registration Statement relates to the registration of 50,000
shares of Common Stock authorized for issuance under the 2001 Plan. In
accordance with the instructional Note to Part I of Form S-8 as promulgated by
the Securities and Exchange Commission, the information specified by Part I of
Form S-8 has been omitted from this Registration Statement on Form S-8 for
offers of Common Stock pursuant to the 2001 Plan.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed by the Registrant with the Securities and
Exchange Commission (the "Commission") are incorporated herein by reference:
(a) The Registrant's annual report on Form 10-K (Commission File
No. 0-17999) for the fiscal year ended June 30, 2001.
(b) The Registrant's quarterly report on Form 10-Q (Commission
File No. 0-17999) for the quarter ended September 30, 2001.
(c) The Registrant's current reports on Form 8-K filed with the
Commission on September 7, 2001 and November 29, 2001 and on
Form 8-K/A filed with the Commission on October 5, 2001.
(d) The description of the Common Stock included in the
Registrant's Registration Statement on Form 8-A under the
Securities Exchange Act of 1934 (File No. 0-17999), filed with
the Commission on September 22, 1989, including any amendment
or report filed for the purpose of updating such description.
2
(e) The Registrant's proxy materials on Schedule 14A filed with
the Commission on October 4, 2001.
All reports and other documents subsequently filed by the Registrant
with the Commission pursuant to Sections 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 covered by this Registration Statement have been sold or
which deregisters all such 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 reports and documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Incorporated herein by reference from the Registrant's Registration
Statement on Form S-3 (Registration No. 333-57234), as amended.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
EXHIBIT NO. DESCRIPTION
(4.1) Form of Common Stock Certificate (previously filed as Exhibit 4.2
to the Registrant's Registration Statement on Form S-1,
Registration No. 33-31219, as amended, and incorporated herein by
reference)
(4.2) Restated Articles of Organization of the Registrant (previously
filed as Exhibit 3.1 to the Registrant's Registration Statement on
Form S-1, Registration No. 33-38883, as amended, and incorporated
herein by reference)
(4.3) Amendment to Articles of Organization of Registrant
(4.4) By-Laws, as amended, of the Registrant (previously filed as
Exhibit 3.2 to the Registrant's annual report on Form 10-K for the
fiscal year ended June 30, 1990, and incorporated herein by
reference)
(5.1) Opinion of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.,
with respect to the legality of the shares being registered
(23.1) Consent of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
(included in opinion of counsel filed as Exhibit 5.1)
(23.2) Consent of PricewaterhouseCoopers LLP
(24) Power of Attorney to file future amendments (included on the
signature page of this Registration Statement)
(99) ImmunoGen, Inc. 2001 Non-Employee Director Stock Plan
3
ITEM 9. UNDERTAKINGS.
(a) The undersigned Registrant hereby undertakes:
(1) to file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration Statement:
(i) to include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933; (ii) to reflect in the prospectus any facts or
events arising after the effective date of the Registration Statement
(or the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental change in the
information set forth in the Registration Statement; (iii) to include
any material information with respect to the plan of distribution not
previously disclosed in the Registration Statement or any material
change to such information in the Registration Statement;
notwithstanding the foregoing, any increase or decrease in volume of
securities offered (if the total dollar value of securities offered
would not exceed that which was registered) and any deviation from the
low or high end of the estimated maximum offering range may be
reflected in the form of prospectus filed with the Commission pursuant
to Rule 424(b) of Regulation C under the Securities Act of 1933, as
amended, if, in the aggregate, the changes in volume and price
represent no more than a 20% change in the maximum aggregate offering
price set forth in the "Calculation of Registration Fee" table in the
effective Registration Statement; provided, however, that paragraphs
(a)(1)(i) and (ii) shall not apply if the information required to be
included in a post-effective amendment by those paragraphs is contained
in periodic reports filed by the registrant pursuant to Section 13 or
Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.
(2) that, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
(3) to remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at
the termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in this
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Securities Act of 1933 and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act of 1933 and will be governed by the final adjudication of such
issue.
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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 Cambridge, Commonwealth of Massachusetts, on December
17, 2001.
IMMUNOGEN, INC.
/s/ Mitchel Sayare
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By: Mitchel Sayare
Chairman of the Board
and Chief Executive Officer
We, the undersigned officers and directors of ImmunoGen, Inc., hereby
severally constitute and appoint Mitchel Sayare and Walter Blattler and each of
them singly, as true and lawful attorneys, with full power to them and each of
them singly, to sign for us in our names in the capacities indicated below, all
additional amendments to this registration statement, and generally to do all
things in our names and on our behalf in such capacities to enable ImmunoGen,
Inc. to comply with the provisions of the Securities Act of 1933, as amended,
and all applicable requirements of the Securities and Exchange Commission.
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.
Title: Date:
/s/ Mitchel Sayare Chairman of the Board December 17, 2001
- ----------------------- of Directors and
Mitchel Sayare Chief Executive Officer
principal executive officer)
/s/ Gregg D. Beloff Vice President and Chief December 17, 2001
- ----------------------- Financial Officer
Gregg D. Beloff (principal accounting officer)
/s/ Walter A. Blattler Executive Vice President, December 17, 2001
- ----------------------- Science and Technology,
Walter A. Blattler and Director
/s/ David W. Carter Director December 17, 2001
- -----------------------
David W. Carter
/s/ Michael R. Eisenson Director December 17, 2001
- -----------------------
Michael R. Eisenson
/s/ Stuart F. Feiner Director December 17, 2001
- ----------------------
Stuart F. Feiner
/s/ Mark B. Skaletsky Director December 17, 2001
- ----------------------
Mark B. Skaletsky
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IMMUNOGEN, INC.
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
(4.1) Form of Common Stock Certificate (previously filed as Exhibit 4.2
to the Registrant's Registration Statement on Form S-1,
Registration No. 33-31219, as amended, and incorporated herein by
reference)
(4.2) Restated Articles of Organization of the Registrant (previously
filed as Exhibit 3.1 to the Registrant's Registration Statement on
Form S-1, Registration No. 33-38883, as amended, and incorporated
herein by reference)
(4.3) Amendment to Articles of Organization of Registrant
(4.4) By-Laws, as amended, of the Registrant (previously filed as
Exhibit 3.2 to the Registrant's annual report on Form 10-K for the
fiscal year ended June 30, 1990, and incorporated herein by
reference)
(5.1) Opinion of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.,
with respect to the legality of the shares being registered
(23.1) Consent of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
(included in opinion of counsel filed as Exhibit 5.1)
(23.2) Consent of PricewaterhouseCoopers LLP
(24) Power of Attorney to file future amendments (included on the
signature page of this Registration Statement)
(99) ImmunoGen, Inc. 2001 Non-Employee Director Stock Option Plan
6