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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): August 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)
[ ] 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 August 19, 2005, Immunomedics, Inc. announced the results of stockholder
votes taken at a special meeting held earlier today. A significant majority of
stockholders approved the two proposals presented, thereby authorizing the
Company to (i) file an amendment to the Company's certificate of incorporation
to increase the Company's authorized common stock by 40 million shares, from 70
million shares to 110 million shares ("Proposal 1"), and (ii) issue common stock
upon the conversion of the Company's outstanding 5% Senior Convertible Notes due
2008 ("5% Notes") and exercise of related Common Stock Warrants ("Warrants")
that were issued to persons who purchased the 5% Notes in connection with a
financing completed on April 29, 2005 ("Proposal 2").
The approval of Proposal 1 requires a majority of the outstanding shares to
be voted FOR the Proposal, whereas Proposal 2 requires a majority of the shares
voted to be FOR Proposal 2. Of the 54,073,059 shares of common stock outstanding
on July 13, 2005, the record date for the special meeting, 32,638,997 shares
(60% of the shares outstanding) voted in favor of Proposal 1 (1,341,949 shares,
2% of the outstanding, in total either voted against or abstained), and
33,026,481 shares (97% of the shares voted) voted in favor of Proposal 2
(962,464 shares, 3% of the shares voted, in total either voted against or
abstained).
On August 18, 2005, the Company's offer to exchange the 5% Notes and
Warrants for a new series of notes and warrants terminated by its terms without
exchange of any securities. The Company had offered to exchange the 5% Notes and
Warrants for new securities only if 100% of the outstanding securities were
tendered.
None of the 5% Notes or Warrants were converted into or exercised for
common stock prior to the special meeting.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits:
99.1 Press release dated August 19, 2005, announcing stockholder
approval of proposals to increase of the Company's authorized
common stock by 40 million shares, from 70 million shares to
110 million shares, and to authorize the Company to issue
common stock upon the conversion the Company's 5% Senior
Convertible Notes due 2008 and exercise of related Common
Stock Warrants.
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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: August 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
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EXHIBIT NUMBER DESCRIPTION
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99.1 Press Release dated August 19, 2005
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