Information required to be disclosed by this Item about the Section 16(a) compliance of our directors and executive officers is incorporated in this annual report on Form 10-K by reference from the section entitled “Section 16(a) Beneficial Ownership Reporting Compliance” contained in our definitive proxy statement for our 2007 annual meeting of stockholders scheduled to be held on December 3, 2008, which we intend to file within 120 days of the end of our fiscal year.
Information required to be disclosed by this Item about our board of directors, the audit committee of our board of directors, our audit committee financial expert, our Code of Business Conduct, and other corporate governance matters is incorporated in this Annual Report on Form 10-K by reference from the section entitled “Our Corporate Governance” contained in our definitive proxy statement related to our 2008 annual meeting of stockholders scheduled to be held on December 3, 2008, which we intend to file within 120 days of the end of our fiscal year.
The text of our Code of Business Conduct, which applies to our directors and employees (including our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions) is posted in the “Corporate Governance” section of our website, www.immunomedics.com. A copy of the Code of Business Conduct can be obtained free of charge on our website. We intend to disclose on our website any amendments to, or waivers from, our Code of Business Conduct that are required to be disclosed pursuant to the rules of the Securities and Exchange Commission and The NASDAQ Stock Market.
| Item 11. | Executive Compensation |
Information required to be disclosed by this Item is incorporated in this Annual Report on Form 10-K by reference from the sections entitled “Compensation for Executive Officers” and “Director Compensation” contained in our definitive proxy statement for our 2008 annual meeting of stockholders scheduled to be held on December 3, 2008, which we intend to file within 120 days of the end of our fiscal year.
| Item 12. | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters |
Information required to be disclosed by this Item is incorporated in this Annual Report on Form 10-K by reference from the sections entitled “Ownership of Our Common Stock,” and “Compensation for Executive Officers” and “Director Compensation” contained in our definitive proxy statement for our 2008 annual meeting of stockholders scheduled to be held on December 3, 2008, which we intend to file within 120 days of the end of our fiscal year.
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| Item 13. | Certain Relationships and Related Transactions and Director Independence |
The information required to be disclosed by this Item is incorporated in this Annual Report on Form 10-K by reference from the section(s) entitled “Certain Relationships and Related Transactions” and “Our Corporate Governance,” “Compensation for Executive Officers,” “Director Compensation,” “Compensation Committee Interlocks and Insider Participation” and “Compensation Committee Report” contained in our definitive proxy statement for our 2008 annual meeting of stockholders scheduled to be held on December 3, 2008, which we intend to file within 120 days of the end of our fiscal year.
| Item 14. | Principal Accounting Fees and Services. |
This information required to be disclosed by this Item is incorporated in this Annual Report on Form 10-K by reference from the section entitled “Independent Registered Public Accounting Firm” contained in our definitive proxy statement for our 2008 annual meeting of stockholders scheduled to be held on December 3, 2008, which we intend to file within 120 days of the end of our fiscal year.
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PART IV
| Item 15. | Exhibits, Financial Statement Schedules |
| (a) | Documents filed as part of this Report: |
| 1. | Consolidated Financial Statements: |
Consolidated Balance Sheets – June 30, 2008 and 2007
Consolidated Statements of Operations and Comprehensive Income (Loss) for the years ended June 30, 2008, 2007 and 2006
Consolidated Statements of Changes in Stockholders’ Equity for the years ended June 30, 2008, 2007 and 2006
Consolidated Statements of Cash Flows for the years ended June 30, 2008, 2007 and 2006
Notes to Consolidated Financial Statements
Reports of Independent Registered Public Accounting Firm – Ernst & Young LLP
| 2. | Financial Statement Schedules: |
Schedule II – Valuation and Qualifying Reserves
| 3. | List of Exhibits |
| Exhibit No. |
Description | |
| 3.1(a) | Certificate of Incorporation of the Company, as filed with the Secretary of State of the State of Delaware on July 6, 1982. (b) | |
| 3.1(b) | Certificate of Amendment of the Certificate of Incorporation of the Company as filed with the Secretary of State of the State of Delaware on April 4, 1983. (b) | |
| 3.1(c) | Certificate of Amendment of the Certificate of Incorporation of the Company as filed with the Secretary of State of the State of Delaware on December 14, 1984. (b) | |
| 3.1(d) | Certificate of Amendment of the Certificate of Incorporation of the Company as filed with the Secretary of State of the State of Delaware on March 19, 1986. (b) | |
| 3.1(e) | Certificate of Amendment of the Certificate of Incorporation of the Company as filed with the Secretary of State of the State of Delaware on November 17, 1986. (b) | |
| 3.1(f) | Certificate of Amendment of the Certificate of Incorporation of the Company as filed with the Secretary of State of the State of Delaware on November 21, 1990. (c) | |
| 3.1(g) | Certificate of Amendment of the Certificate of Incorporation of the Company, as filed with the Secretary of State of the State of Delaware on November 12, 1992. (e) | |
| 3.1(h) | Certification of Amendment of the Certificate of Incorporation of the Company as filed with the Secretary of State of the State of Delaware on November 7, 1996. (g) | |
| 3.1(i) | Amended Certificate of Designations, Preferences and Rights of Series F Convertible Preferred Stock of Immunomedics, Inc. (i) | |
| 3.1(j) | Certificate of Designation of Series G Junior Participating Preferred Stock of the Company, as filed with the Secretary of State of the State of Delaware on March 15, 2002. (o) | |
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| 3.1(k) | Certificate of Amendment to the Certificate of Incorporation of the Company as filed with the Secretary of the State of Delaware on August 25, 2005. (x) | |
| 3.2 | Second Amended and Restated By-Laws of the Company. (z) | |
| 4.1 | Specimen Certificate for Common Stock. (o) | |
| 4.2 | Rights Agreement, dated as of March 4, 2002, between the Company and American Stock Transfer and Trust Company, as rights agent, and form of Rights Certificate.(m) | |
| 4.3 | Warrant For the Purchase of Shares of Common Stock of the Company, dated as of May 23, 2002.(n) | |
| 4.4 | Indenture dated as of January 20, 2004, between the Company and The Bank of New York, as trustee, for 3.25% Convertible Senior Notes due January 12, 2006. (p) | |
| 4.5 | Form of 3.25% Convertible Senior Note due January 12, 2006 (included in Exhibit 4.4). (p) | |
| 4.6 | Registration Rights Agreement dated as of January 20, 2004, by and between the Company and Bear, Stearns & Co. Inc. for 3.25% Convertible Senior Notes due January 12, 2006. (p) | |
| 4.7 | Purchase Agreement dated as of January 12, 2004, by and between the Company and Bear, Stearns & Co. Inc. for 3.25% Convertible Senior Notes due January 12, 2006.(p) | |
| 10.1# | Immunomedics, Inc. 2002 Stock Option Plan, as amended. (o) | |
| 10.2 | Amendment, dated March 11, 1995, to the Amended and Restated License Agreement among the Company, CMMI, and David M. Goldenberg, dated December 11, 1990. (f) | |
| 10.3 | License Agreement, dated as of January 21, 1997, between the Company and Center for Molecular Medicine and Immunology, Inc. (h) | |
| 10.4 | License Agreement, dated March 5, 1999, by and between the Company and IBC Pharmaceuticals. (j) | |
| 10.5 | Development and License Agreement, dated December 17, 2000, between the Company and Amgen, Inc., as amended on April 1, 2001 (Confidentiality treatment has been granted for certain portions of the Agreement). (k) | |
| 10.6 | Agreement among the Company, David M. Goldenberg and the Center for Molecular Medicine and Immunology, Inc., dated May, 1983. (a) | |
| 10.7 | Lease Agreement with Baker Properties Limited Partnership, dated January 16, 1992. (d) | |
| 10.8 | Contract for Services dated effective as of January 1, 2002 between the Company and Logosys Logistik GmbH. (l) | |
| 10.9 | Contribution and Assignment Agreement, dated as of June 30, 2002, between IBC Pharmaceuticals, LLC and IBC Pharmaceuticals, Inc. (o) | |
| 10.10 | Bond Financing Agreement, dated May 27, 2003, between the New Jersey Economic Development Authority, the Company as Borrower, Fleet National Bank as Agent and as Purchaser. (q) | |
| 10.11 | Placement Agency Agreement, dated July 28, 2004, by and between the Company and RBC Capital Markets Corporation. (r) | |
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| 10.12 | Form of Registration Rights Agreement between Immunomedics, Inc. and several purchasers. (s) | |
| 10.13 | Form of Warrant Agreement between Immunomedics, Inc. and JPMorgan Chase Bank, N.A. as Warrant Agent. (s) | |
| 10.14 | Form of Indenture by and among Immunomedics, Inc., Law Debenture Trust Company of New York as Trustee, and JPMorgan Chase Bank, N.A. as Registrar, Paying Agent and Conversion Agent. (s) | |
| 10.15 | Form of Purchase Agreement between Immunomedics, Inc. and several purchasers. (s) | |
| 10.16† | Development, Collaboration and License Agreement between UCB, S.A. and Immunomedics, Inc. dated May 9, 2006. (bb) | |
| 10.17 | Change of Control and Severance Agreement, dated as of March 10, 2006, by and between the Immunomedics, Inc. and Gerard G. Gorman. (t) | |
| 10.18 | Amended and Restated Employment Agreement, dated as of December 31, 2006, between Immunomedics, Inc. and Cynthia L. Sullivan. (u) | |
| 10.19 | Form of Subscription Agreement by and among the Company and the Purchasers dated May 1, 2007. (v) | |
| 10.20 | Form of Placement Agent Agreement by and between the Company and Lazard Capital Markets LLC dated May 1, 2007. (v) | |
| 10.21# | Amended and Restated Employment Agreement, effective as of July 1, 2007, between Immunomedics, Inc. and Dr. David M. Goldenberg. (w) | |
| 10.22 | Immunomedics, Inc. 2006 Stock Incentive Plan (y) | |
| 10.23 | Amendment 2007-1 to the Immunomedics, Inc. 2006 Stock Incentive Plan (y) | |
| 10.24 | Form of Stock Option Agreement under the Immunomedics, Inc. 2006 Stock Incentive Plan, as amended. (cc) | |
| 10.25 | Form of Change of Control Addendum to the Stock Option Agreement under the Immunomedics, Inc. 2006 Stock Incentive Plan, as amended. (cc) | |
| 10.26 | Form of Notice of Grant of Stock Option under the Immunomedics, Inc.2006 Stock Incentive Plan, as amended. (cc) | |
| 10.27 | Form of RSU Issuance Agreement under the Immunomedics, Inc. 2006 Stock Incentive Plan, as amended. (cc) | |
| 10.28 | Form of Change of Control Addendum to RSU Agreement under the Immunomedics, Inc. 2006 Stock Incentive Plan, as amended. (cc) | |
| 10.29 | Form of Initial Director RSU Issuance Agreement under the Immunomedics, Inc. 2006 Stock Incentive Plan, as amended. (cc) | |
| 10.30 | Form of Annual Director RSU Issuance Agreement under the Immunomedics, Inc. 2006 Stock Incentive Plan, as amended. (cc) | |
| 10.31 | First Addendum, dated May 5, 1993, of the Lease Agreement with Baker Properties Limited Partnership, dated January 16, 1992. (cc) | |
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| 10.32 | Second Addendum, dated March 29, 1995, of the Lease Agreement with Baker Properties Limited Partnership, dated January 16, 1992. (cc) | |
| 10.33 | Letter Amendment, dated October 5, 1998, of the Lease Agreement with Baker Properties Limited Partnership, dated January 16, 1992. (cc) | |
| 10.34 | Fourth Amendment Expansion/Extension Agreement dated August 15, 2001, of the Lease Agreement with Baker Properties Limited Partnership, dated January 16, 1992. (cc) | |
| 10.35 | Split-Dollar Insurance Agreement dated September 19, 1994 by and between Immunomedics, Inc. and the David M. Goldenberg Insurance Trust. (cc) | |
| 10.36 | Collateral Assignment dated September 19, 1994 by and between Immunomedics, Inc. and the David M. Goldenberg Insurance Trust. (cc) | |
| 10.37 | Split-Dollar Insurance Agreement dated April 2, 1992, by and between Immunomedics, Inc. and the David M. and Hildegard Goldenberg Irrevocable Trust. (cc) | |
| 10.38 | Executive Supplemental Benefits Agreement with David M. Goldenberg, dated as of July 18, 1986. (aa) | |
| 10.39 | David M. Goldenberg Severance Agreement, dated as of June 18, 2002, between David M. Goldenberg and the Company. (o) | |
| 10.40 | Termination Agreement of the Split-Dollar Insurance Agreement dated September 7, 2007 between Immunomedics, Inc. and Eva J. Goldenberg, Deborah S. Goldenberg, Denis C. Goldenberg and Neil A. Goldenberg, the Trustees of the David M. and Hildegard Goldenberg Irrevocable Insurance Trust dated January 21, 1992. (cc) | |
| 10.41 | Termination Agreement of the Executive Supplemental Benefits Agreement dated September 7, 2007 between Immunomedics, Inc. and David M. Goldenberg. (cc) | |
| 10.42# | Termination of Split-Dollar Agreement relating to that certain Split-Dollar Insurance Agreement dated September 19, 1994 by and between Immunomedics, Inc and the David M. Goldenberg Insurance Trust, dated December 26, 2007. (dd) | |
| 10.43 | Amendment No. 1 to Amended and Restated Employment Agreement by and between the Company and David M. Goldenberg, dated January 31, 2008. (ee) | |
| 10.44* | Loan Agreement with Bank of America, N.A. providing for a $9.0 million line of credit, dated June 6, 2008. | |
| 10.45*† | License and Collaboration Agreement with Immunomedics, Inc and Nycomed GmbH, dated July 11, 2008. | |
| 21.1* | Subsidiaries of the Company. | |
| 23.1* | Consent of Independent Registered Public Accounting Firm — Ernst & Young LLP | |
| 31.1* | Certification of the Chief Executive Officer pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002. | |
| 31.2* | Certification of the Chief Financial Officer pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002. | |
| 32.1* | Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | |
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| 32.2* | Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | |
| (a) | Incorporated by reference from the Exhibits to the Company’s Registration Statement on Form S-1 effective October 6, 1983 (Commission File No. 2-84940). | |
| (b) | Incorporated by reference from the Exhibits to the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 1990. | |
| (c) | Incorporated by reference from the Exhibits to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended December 31, 1990. | |
| (d) | Incorporated by reference from the Exhibits to the Company’s Registration Statement on Form S-2 effective January 30, 1992 (Commission File No. 33-44750). | |
| (e) | Incorporated by reference from the Exhibits to the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 1993. | |
| (f) | Incorporated by reference from the Exhibits to the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 1995. | |
| (g) | Incorporated by reference from the Exhibits to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 1996. | |
| (h) | Incorporated by reference from the Exhibits to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended December 31, 1996. | |
| (i) | Incorporated by reference from the Exhibits to the Company’s Current Report on Form 8-K, dated December 15, 1998. | |
| (j) | Incorporated by reference from the Exhibits to the Company’s Current Report on Form 8-K, dated March 23, 1999. | |
| (k) | Incorporated by reference from the Exhibits to the Company’s Quarterly Report on Form 10-Q (as amended) for the fiscal quarter ended March 31, 2001. | |
| (l) | Incorporated by reference from the Exhibits to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2001. | |
| (m) | Incorporated by reference from the Exhibits to the Company’s Current Report on Form 8-K, dated March 8, 2002. | |
| (n) | Incorporated by reference from the Exhibits to the Company’s Registration Statement on Form S-3, as filed with the Commission on June 12, 2002. | |
| (o) | Incorporated by reference from the Exhibits to the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2002. | |
| (p) | Incorporated by reference from the Exhibits to the Company’s Registration Statement on Form S-3, as filed with the Commission on April 23, 2004. | |
| (q) | Incorporated by reference from the Exhibits to the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2004. | |
| (r) | Incorporated by reference from the Exhibits to the Company’s Current Report on Form 8-K, as filed with the Commission on August 2, 2004. | |
| (s) | Incorporated by reference from the Exhibits to the Company’s Current Report on Form 8-K, as filed with the Commission on May 2, 2005. | |
| (t) | Incorporated by reference from the Exhibits to the Company’s Current Report on Form 8-K, as filed with the Commission on March 10, 2006. | |
| (u) | Incorporated by reference from the Exhibits to the Company’s Current Report on Form 8-K, as filed with the Commission on January 3, 2007. | |
| (v) | Incorporated by reference from the Exhibits to the Company’s Current Report on Form 8-K, as filed with the Commission on May 2, 2007. | |
| (w) | Incorporated by reference from the Exhibits to the Company’s Current Report on Form 8-K, as filed with the Commission on June 29, 2007. | |
| (x) | Incorporated by reference from exhibits to the Company’s Annual Report of Form 10-K for the fiscal year ended June 30, 2005. | |
| (y) | Incorporated by reference from the Exhibits to the Company’s Registration Statement on Form S-8 (Commission File Number 333-143420). | |
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| (z) | Incorporated by reference from the Exhibits to the Company’s Current Reports on Form 8-K as filed with the Commission on August 27, 2007. | |
| (aa) | Incorporated by reference from the Exhibits to the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 1986. | |
| (bb) | Incorporated by reference from the Exhibits to the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2006 | |
| (cc) | Incorporated by reference from the Exhibits to the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2007. | |
| (dd) | Incorporated by reference from the Exhibits to the Company’s Current Report on Form 8-K, as filed with the Commission on December 26, 2007. | |
| (ee) | Incorporated by reference from the Exhibits to the Company’s Current Report on Form 8-K, as filed with the Commission on February 6, 2008. | |
| * | Filed herewith |
| # | Management contract or compensatory plan or arrangement required to be filed as an exhibit to this Form 10-K pursuant to Item 14(c) of this report |
| † | Portions of this exhibit have been omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment. |
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| IMMUNOMEDICS, INC. | ||||||||
| Date: August 26, 2008 | By: | /s/ CYNTHIA L. SULLIVAN | ||||||
| Cynthia L. Sullivan | ||||||||
| President and Chief Executive Officer | ||||||||
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
| Signature |
Title |
Date | ||
| /s/ DAVID M. GOLDENBERG David M. Goldenberg |
Chairman of the Board | August 26, 2008 | ||
| /s/ CYNTHIA L. SULLIVAN Cynthia L. Sullivan |
President, Chief Executive Officer and Director (Principal Executive Officer) |
August 26, 2008 | ||
| /s/ MARVIN E. JAFFE Marvin E. Jaffe |
Director | August 26, 2008 | ||
| /s/ MORTON COLEMAN Morton Coleman |
Director | August 26, 2008 | ||
| /s/ MARY PAETZOLD Mary Paetzold |
Director | August 26, 2008 | ||
| /s/ BRIAN A. MARKISON Brian A. Markison |
Director | August 26, 2008 | ||
| /s/ DON C. STARK Don C. Stark |
Director | August 26, 2008 | ||
| /s/ EDWARD T. WOLYNIC Edward T. Wolynic |
Director | August 26, 2008 | ||
| /s/ GERARD G. GORMAN Gerard G. Gorman |
Senior Vice President, Finance and Business Development, Chief Financial Officer (Principal Financial and Accounting Officer) |
August 26, 2008 | ||
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EXHIBIT LIST
(excludes documents incorporated by reference)
| 10.44 * | Loan Agreement with Bank of America, N.A. providing for a $9.0 million line of credit, dated June 6, 2008. | |
| 10.45*† | License and Collaboration Agreement with Immunomedics, Inc and Nycomed GmbH, dated July 11, 2008. | |
| 21.1* | Subsidiaries of the Company. | |
| 23.1* | Consent of Independent Registered Public Accounting Firm — Ernst & Young LLP. | |
| 31.1* | Certification of the Chief Executive Officer pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002. | |
| 31.2* | Certification of the Chief Financial Officer pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002. | |
| 32.1* | Certification of the Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | |
| 32.2* | Certification of the Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | |
| * | Filed herewith. |
| # | Management contract or compensatory plan or arrangement required to be filed as an exhibit to this Form 10-K pursuant to Item 14(c) of this report. |
| † | Portions of this exhibit have been omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment. |
(Exhibits available upon request)
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