1 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 21, 1996 -------------- 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, Massachusetts 02139 ------------------------------------------------- Registrant's telephone number, including area code: (617) 661-9312 -------------- 2 ITEM 5. OTHER EVENTS. - ------- ------------- On March 21, 1996, the Registrant publicly disseminated a press release announcing that the Registrant plans to issue $5 million of convertible debentures pursuant to Regulation D of the Securities Act of 1933 in two installments: $2.5 million of debentures on or about March 25, 1996 and, as part of the same transaction, the remaining $2.5 million immediately upon approval by the Company's Shareholders of an increase in the Company's authorized common stock. The information contained in the press release 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 March 21, 1996. 99.2 Securities Purchase Agreement dated as of March 15, 1996 by and among the Registrant and Capital Ventures International. 99.3 Registration Rights Agreement dated as of March 15, 1996 by and among the Registrant and Capital Ventures International. 99.4 Letter Agreement dated as of March 21, 1996 by and among the Registrant and Capital Ventures International regarding the Securities Purchase Agreement dated as of March 15, 1996 (Exhibit 99.2 hereto) 2 3 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 hereunto duly authorized. ImmunoGen, Inc. --------------- (Registrant) Date: March 29, 1996 /s/ Frank J. Pocher -------------- ------------------- Frank J. Pocher Vice President and principal financial officer 3 4 EXHIBIT INDEX ------------- Exhibit Sequential Number Description Page Number - ------ ----------- ----------- 99.1 The Registrant's Press Release 5 dated March 21, 1996. 99.2 Securities Purchase Agreement 7 dated as of March 15, 1996 by and among the Registrant and Capital Ventures International 99.3 Registration Rights Agreement 46 dated as of March 15, 1996 by and among the Registrant and Capital Ventures International 99.4 Letter Agreement dated as of 63 March 21, 1996 by and among the Registrant and Capital Ventures International regarding the Securities Purchase Agreement dated as of March 15, 1996 (Exhibit 99.2 hereto) 4