UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[ ] Definitive Proxy Statement
[X] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-12
ImClone Systems Incorporated
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
-------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1)and 0-11.
(1) Title of each class of securities to which transaction applies:
--------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
--------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
--------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
--------------------------------------------------------------------------
(5) Total fee paid:
--------------------------------------------------------------------------
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
--------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
--------------------------------------------------------------------------
(3) Filing Party:
--------------------------------------------------------------------------
(4) Date Filed:
--------------------------------------------------------------------------
IMCLONE SYSTEMS INCORPORATED
180 Varick Street
New York, NY 10014
(212) 645-1405
On May 22, 2002, ImClone Systems Incorporated (the "Company") announced
that Samuel D. Waksal, Ph.D., ("Dr. Samuel Waksal") voluntarily resigned from
his positions as President, Chief Executive Officer and Director of the Company
and that Harlan W. Waksal, M.D., previously Executive Vice President and Chief
Operating Officer of the Company, would succeed him in the positions of
President and Chief Executive Officer. As a result of his resignation, Dr.
Samuel Waksal is not available to stand for election to the Board of Directors
of the Company. The Board of Directors has elected not to propose a substitute
nominee. Accordingly, ten, rather than eleven, directors will be elected at the
Company's Annual Meeting of Stockholders (the "Annual Meeting").
The Annual Meeting was initially convened on May 23, 2002 and was
adjourned until June 11, 2002. Details regarding the adjourned Annual Meeting
are set forth in the attached press release.
IMCLONE SYSTEMS INCORPORATED
/s/ Daniel S. Lynch
-----------------------------
By: Daniel S. Lynch
Secretary
New York, New York
June 4, 2002
Contact:
Andrea F. Rabney Stefania A. Bethlen
Vice President Manager
Corporate Communications Corporate Communications
ImClone Systems Incorporated ImClone Systems Incorporated
(646) 638-5058 (646) 638-5046
For Immediate Release
- ---------------------
IMCLONE SYSTEMS CONFIRMS 2002 ANNUAL MEETING
New York, NY - June 4, 2002 -- ImClone Systems Incorporated (Nasdaq: IMCL)
confirmed today that its annual meeting of shareholders will take place on June
11, 2002 at 10:00 A.M. E.T. at the Company's facility at 33 Chubb Way,
Somerville, New Jersey.
Shareholders may call (646) 638-6402 for directions to the meeting.
ImClone Systems Incorporated is committed to advancing oncology care by
developing a portfolio of targeted biologic treatments, designed to address the
medical needs of patients with a variety of cancers. The Company's three
programs include growth factor blockers, cancer vaccines and angiogenesis
inhibitors. ImClone Systems' strategy is to become a fully integrated
biopharmaceutical company, taking its development programs from the research
stage to the market. ImClone Systems is headquartered in New York with
additional administration and manufacturing facilities in Somerville, New
Jersey.
The matters discussed in this news release may include forward-looking
statements which involve potential risks and uncertainties. Important factors
that may cause actual results to differ materially include, but are not limited
to, the risks and uncertainties associated with completing preclinical and
clinical trials of the Company's compounds that demonstrate such compounds'
safety and effectiveness; obtaining additional financing to support the
Company's operations; obtaining and maintaining regulatory approval for such
compounds and complying with other governmental regulations applicable to the
Company's business; obtaining the raw materials necessary in the development of
such compounds; consummating collaborative arrangements with corporate partners
for product development; achieving milestones under collaborative arrangements
with corporate partners; developing the capacity to manufacture, market and sell
the Company's products, either directly or with collaborative partners;
developing market demand for and acceptance of such products; competing
effectively with other pharmaceutical and biotechnological products; obtaining
adequate reimbursement from third party payers; attracting and retaining key
personnel; obtaining patent protection for discoveries and risks associated with
commercial limitations imposed by patents owned or controlled by third parties.
The Company does not undertake any obligation to update any forward-looking
statements, whether as a result of new information, future events or otherwise.
# # #