1 ================================================================================ UNITED STATES 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): September 6, 2000 IMMUNOGEN, INC. (Exact name of registrant as specified in its Charter) Massachusetts 0-17999 04-2726691 ------------- ------------ ---------------- (State or Other Jurisdiction (Commission (IRS Employer of Incorporation File Number) Identification No.) 128 Sidney Street, Cambridge, MA 02139 ---------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (617) 995-2500 ================================================================================ Page 1 of 6 2 ITEM 5. OTHER EVENTS. On September 6, 2000, ImmunoGen, Inc. (the "Company") and Abgenix, Inc. of Fremont, California ("Abgenix") announced a collaboration agreement between the two companies. The agreement provides Abgenix with broad access to ImmunoGen's maytansinoid Tumor-Activated Prodrug (TAP) technology for use with Abgenix's fully human antibodies generated with XenoMouse technology. The multi-year agreement provides Abgenix with a license to utilize ImmunoGen's maytansinoid TAP platform in its antibody product research efforts and an option to obtain product licenses for a large number of antigen targets over the agreement's ten-year term. Immunogen will receive $5 million in technology access fee payments, as well as potential milestone payments, and royalties on net sales of any resulting products. In addition, Abgenix will purchase $15 million of ImmunoGen Common Stock at $19.00 per share. The press release announcing the collaboration between the Company and Abgenix is incorporated herein by reference and filed as exhibit 99.1 hereto. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS (C) Exhibits. 99.1 The Registrant's Press Release dated September 6, 2000. Page 2 of 6 3 SIGNATURE 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 hereto duly authorized. ImmunoGen, Inc. (Registrant) Date: September 11, 2000 /s/ Mitchel Sayare -------------------------------------- Mitchel Sayare, Chairman of the Board, Chief Executive Officer and President (principal executive officer) Page 3 of 6 4 EXHIBIT INDEX EXHIBIT SEQUENTIAL NUMBER DESCRIPTION PAGE NUMBER(S) - ------- ----------- -------------- 99.1 The Registrant's Press Release dated 5 September 6, 2000 Page 4 of 6