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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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): July 19, 2005
Immunomedics, Inc.
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(Exact Name of Registrant as Specified in Its Charter)
Delaware 000-12104 61-1009366
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(State or Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation) File Number) Identification No.)
300 American Road, Morris Plains, New Jersey 07950
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (973) 605-8200
Not Applicable
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(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 (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
[X] 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))
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ITEM 8.01. OTHER EVENT
On July 19, 2005, Immunomedics, Inc. amended and restated the Exchange
Offer Memorandum originally dated July 5, 2005, wherein the Company offered to
exchange its 5% Senior Convertible Notes due 2008 and related warrants to
purchase common stock for a new series of notes and warrants as described in
more detail in the Amended and Restated Exchange Offer Memorandum attached
hereto as exhibit 4.1.
In the Amended and Restated Exchange Offer Memorandum, in addition to
the terms and conditions contained in the Exchange Offer Memorandum dated July
5, 2005, the Company offered to (i) extend the period during which holders may
purchase additional Exchange Notes and Exchange Warrants (each as defined in the
Amended and Restated Exchange Offer Memorandum) from August 29, 2005 to December
17, 2005 and (ii) reduce the exercise price for Exchange Warrants (including the
option to purchase additional Exchange Warrants) from $2.98 to $2.41.
The Amended and Restated Exchange Offer Memorandum is attached hereto
for purposes of full and fair disclosure under Regulation FD, not to solicit
interest in the exchange offer, which is being made solely by the distribution
by the Company of the Amended and Restated Exchange Offer Memorandum and
accompanying Letter of Transmittal to the investors in the original offering,
who are all Qualified Institutional Buyers and institutional Accredited
Investors as defined in the Securities Act of 1933.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits:
4.1 - Amended and Restated Exchange Offer Memorandum, dated
July 19, 2005
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
Date: July 19, 2005 IMMUNOMEDICS, INC.
By: /s/ Cynthia L. Sullivan
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Cynthia L. Sullivan
President and Chief Executive Officer
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EXHIBIT INDEX
EXHIBIT NUMBER DESCRIPTION
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4.1 Amended and Restated Exchange Offer Memorandum, dated
July 19, 2005
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