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): MARCH 17, 2005
IMCLONE SYSTEMS INCORPORATED
(Exact name of Registrant as Specified in Charter)
DELAWARE 0-19612 04-2834797
(State of incorporation or (Commission File Number) (I.R.S. Employer Identification
organization) No.)
180 VARICK STREET, 6TH FLOOR
NEW YORK, NEW YORK 10014
(Address of Principal Executive Offices)(Zip Code)
(212) 645-1405
(Registrant's telephone number, including area code)
N/A
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
|_| Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR 240.13e-4(c))
ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On March 17, 2005, the Company entered into a five year, multi-product
supply agreement with Lonza Biologics PLC (the "Agreement") for the manufacture
of biological material at the 5000 liter scale. The Company has discretion over
which products to manufacture, which may include later-stage clinical production
of its antibodies currently in Phase I clinical testing and those nearing Phase
I testing.
The notional value of producing all batches allocated under the Agreement
is approximately $68 million, unless terminated earlier. To the extent the
production capacity is used to produce pipeline product candidates, those costs
will be accounted for as a component of research and development expense. Costs
expected to be incurred under the Agreement in 2005 were factored into
previously disclosed research and development expense estimates of $100 million
for the year.
FORWARD-LOOKING STATEMENTS
CERTAIN MATTERS DISCUSSED IN THIS REPORT MAY CONSTITUTE FORWARD-LOOKING
STATEMENTS WITHIN THE MEANING OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF
1995 AND THE FEDERAL SECURITIES LAWS. ALTHOUGH THE COMPANY BELIEVES THAT THE
EXPECTATIONS REFLECTED IN SUCH FORWARD-LOOKING STATEMENTS ARE BASED UPON
REASONABLE ASSUMPTIONS IT CAN GIVE NO ASSURANCE THAT ITS EXPECTATIONS WILL BE
ACHIEVED. FORWARD-LOOKING INFORMATION IS SUBJECT TO CERTAIN RISKS, TRENDS AND
UNCERTAINTIES THAT COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE
PROJECTED. MANY OF THESE FACTORS ARE BEYOND THE COMPANY'S ABILITY TO CONTROL OR
PREDICT. IMPORTANT FACTORS THAT MAY CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY
AND COULD IMPACT THE COMPANY AND THE STATEMENTS CONTAINED IN THIS REPORT CAN BE
FOUND IN THE COMPANY'S FILINGS WITH THE SECURITIES AND EXCHANGE COMMISSION
INCLUDING QUARTERLY REPORTS ON FORM 10-Q, CURRENT REPORTS ON FORM 8-K AND ANNUAL
REPORTS ON FORM 10-K. FOR FORWARD-LOOKING STATEMENTS IN THIS REPORT, THE COMPANY
CLAIMS THE PROTECTION OF THE SAFE HARBOR FOR FORWARD-LOOKING STATEMENTS
CONTAINED IN THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995. THE COMPANY
ASSUMES NO OBLIGATION TO UPDATE OR SUPPLEMENT ANY FORWARD-LOOKING STATEMENTS
WHETHER AS A RESULT OF NEW INFORMATION, FUTURE EVENTS OR OTHERWISE.
2
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.
IMCLONE SYSTEMS INCORPORATED
By:/S/ MICHAEL J. HOWERTON
---------------------------------
Name: Michael J. Howerton
Title: Chief Financial Officer
Date: March 23, 2005
3