-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, BA5bPviR9WexsptGASEQ9f8gUP8uWQ6WxgFThToStNkE3wefABuM3HhfIGOxQ78x SSske6MEcWUjmNpR3EIEUQ== 0001029578-99-000001.txt : 19990520 0001029578-99-000001.hdr.sgml : 19990520 ACCESSION NUMBER: 0001029578-99-000001 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19990519 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: IMMUNOMEDICS INC CENTRAL INDEX KEY: 0000722830 STANDARD INDUSTRIAL CLASSIFICATION: IN VITRO & IN VIVO DIAGNOSTIC SUBSTANCES [2835] IRS NUMBER: 611009366 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-35857 FILM NUMBER: 99630133 BUSINESS ADDRESS: STREET 1: 300 AMERICAN RD CITY: MORRIS PLAINS STATE: NJ ZIP: 07950 BUSINESS PHONE: 9736058200 MAIL ADDRESS: STREET 1: 300 AMERICAN ROAD CITY: MORRIS PLAINS STATE: NJ ZIP: 07950 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: GOLDENBERG DAVID M CENTRAL INDEX KEY: 0001029578 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 300AMERICAN RD CITY: MORRIS PLAINS STATE: NJ ZIP: 07950 BUSINESS PHONE: 2016058200 MAIL ADDRESS: STREET 1: 300 AMERICAN ROAD CITY: MORRIS PLAINS STATE: NJ ZIP: 07950 SC 13D/A 1 SC 13D/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities and Exchange Act of 1934 (Amendment No. 5) IMMUNOMEDICS, INC. (Name of Issuer) Common Stock, $.01 Par Value (Title of Class of Securities) 452907 10 8 (CUSIP Number) Howard M. Cohen, Esq. Warshaw Burstein Cohen Schlesinger & Kuh, LLP 555 Fifth Avenue New York, New York 10017 (212) 984-7700 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) May 3, 1999 (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d- 1(b)(3) or (4), check the following box [ ]. Check the following box if a fee is being paid with statement [ ]. 1 CUSIP No. 452907 10 8 _______________________________________________________________________ (a) Name of Reporting Persons S.S. or I.R.S. Identification Nos. of Above Person David M. Goldenberg _______________________________________________________________________ (b) Check the Appropriate Box if a Member of a Group (See Instructions) (a) [X] (b) [ ] _______________________________________________________________________ (c) SEC Use Only _______________________________________________________________________ (d) Source of Funds (See Instructions) N/A _______________________________________________________________________ (e) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] _______________________________________________________________________ (f) Citizenship or Place of Organization United States _______________________________________________________________________ Number of Shares (g) Sole Voting Power 7,902,833 Beneficially ____________________________________________ Owned by Each (h) Shared Voting Power 4,032,185 Reporting ____________________________________________ Person With (i) Sole Dispositive Power 7,902,833 ____________________________________________ (j) Shared Dispositive Power 2,813,016 _______________________________________________________________________ (k) Aggregate Amount Beneficially Owned by Each 12,581,591 Reporting Person _______________________________________________________________________ (l) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ] _______________________________________________________________________ (m) Percent of Class Represented by Amount in Row (11) 32.9% _______________________________________________________________________ (n) Type of Reporting Person (See Instructions) IN _______________________________________________________________________ 2 CUSIP No. 452907 10 8 _______________________________________________________________________ (a) Name of Reporting Persons S.S. or I.R.S. Identification Nos. of Above Person Deborah S. Orlove _______________________________________________________________________ (b) Check the Appropriate Box if a Member of a Group (See Instructions) (a) [X] (b) [ ] _______________________________________________________________________ (c) SEC Use Only _______________________________________________________________________ (d) Source of Funds (See Instructions) N/A _______________________________________________________________________ (e) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] _______________________________________________________________________ (f) Citizenship or Place of Organization United States _______________________________________________________________________ Number of Shares (g) Sole Voting Power 0 Beneficially ____________________________________________ Owned by Each (h) Shared Voting Power 2,350,728 Reporting ____________________________________________ Person With (i) Sole Dispositive Power 0 ____________________________________________ (j) Shared Dispositive Power 2,350,728 _______________________________________________________________________ (k) Aggregate Amount Beneficially Owned by Each Reporting Person 2,350,728 _______________________________________________________________________ (l) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ] _______________________________________________________________________ (m) Percent of Class Represented by Amount in Row (11) 6.2% _______________________________________________________________________ (n) Type of Reporting Person (See Instructions) IN _______________________________________________________________________ 3 CUSIP No. 452907 10 8 _______________________________________________________________________ (a) Name of Reporting Persons S.S. or I.R.S. Identification Nos. of Above Person Eva J. Goldenberg _______________________________________________________________________ (b) Check the Appropriate Box if a Member of a Group (See Instructions) (a) [X] (b) [ ] _______________________________________________________________________ (c) SEC Use Only _______________________________________________________________________ (d) Source of Funds (See Instructions) N/A _______________________________________________________________________ (e) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] _______________________________________________________________________ (f) Citizenship or Place of Organization United States _______________________________________________________________________ Number of Shares (g) Sole Voting Power 0 Beneficially ____________________________________________ Owned by Each (h) Shared Voting Power 2,350,728 Reporting ____________________________________________ Person With (i) Sole Dispositive Power 0 ____________________________________________ (j) Shared Dispositive Power 2,350,728 _______________________________________________________________________ (k) Aggregate Amount Beneficially Owned by Each Reporting Person 2,350,728 _______________________________________________________________________ (l) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ] _______________________________________________________________________ (m) Percent of Class Represented by Amount in Row (11) 6.2% _______________________________________________________________________ (n) Type of Reporting Person (See Instructions) IN _______________________________________________________________________ 4 This Amendment No. 5 amends the Schedule 13D filed on behalf of David M. Goldenberg, Deborah S. Orlove and Eva J. Goldenberg, and certain other persons on February 15, 1985, as amended (the "Statement"). This Amendment reflects, among other things: (i) the decrease in the number of shares of common stock owned by David M. Goldenberg as a result of a certain involuntary sales of common stock and (ii) the removal, as joint filers, of certain of his children and an entity under his control as they own less than 5% of the outstanding Common Stock and are not required to file a Schedule 13D (David M. Goldenberg, Deborah S. Orlove and Eva J. Goldenberg, are collectively referred to as the "Reporting Persons"). Capitalized terms used herein but not otherwise defined herein shall have the meanings assigned to such terms in the Statement. Item 3. Purpose of Transaction. During the period April 20, 1999 through May 7, 1999, 700,000 shares of common stock owned directly by Dr. David M. Goldenberg were involuntarily sold by a pledgee of the shares. The pledgee held these shares as collateral pursuant to an alleged pledge arrangement and sold the shares in partial repayment of the loan. Dr. Goldenberg did not approve the sale of the shares and disputes the authority of the pledgee to sell the shares without such approval. Item 4. Interest in Securities of the Issuer. As of May 14, 1999, David M. Goldenberg beneficially owned 12,581,591 shares of Common Stock, comprising approximately 32.9% of the outstanding Common Stock. Dr. Goldenberg's ownership reported above consists of: (a) 7,035,161 shares of Common Stock owned directly by Dr. Goldenberg; (b) 2,633,016 shares of Common Stock owned by certain of Dr. Goldenberg's children as to which he shares voting and dispositive power with such children by reason of powers of attorney granted to him by them; (c) 1,219,169 shares of Common Stock owned by Hildegard Gruenbaum, as to which Dr. Goldenberg shares voting power with Hildegard Gruenbaum by reason of a proxy granted to him by her; (d) 867,672 shares of Common Stock owned by a trust for the benefit of one of Dr. Goldenberg's children as to which he serves as the trustee; (e) 307,692 shares of Common Stock, owned by the David M. Goldenberg 1989 Trust (the "DMG Trust"), as to which Dr. Goldenberg has the right to receive certain income generated by such trust; 5 (f) 113,831 shares of Common Stock owned by Dr. Goldenberg's current wife, consisting of 5,131 shares owned directly by her and 108,750 shares of Common Stock which she has the right to acquire upon exercise of presently exercisable options; (g) 225,000 shares of Common Stock which Dr. Goldenberg has the right to acquire upon exercise of presently exercisable options, and (h) 200,000 shares of Common Stock owned by Escalon Corp., of which Dr. Goldenberg is the sole officer and director, and as a result has shared voting and dispositive power, Dr. Goldenberg disclaims beneficial ownership with respect to all shares owned by his children, his wife or Ms. Gruenbaum. As of May 14, 1999 Deborah S. Orlove (formerly Deborah S. Goldenberg) beneficially owned 2,324,784 shares of Common Stock, comprising approximately 6.5% of the outstanding Common Stock. Ms. Orlove's ownership reported above consists of: (a) 877,672 shares of Common Stock owned directly by Ms. Orlove, as to which Ms. Orlove shares voting and dispositive power with Dr. Goldenberg as a result of the power of attorney granted by her to him; (b) 857,672 shares of Common Stock held by the Denis C. Goldenberg 1993 Trust (the "DCG Trust"), of which Ms. Orlove is a co-trustee with Eva Goldenberg and as a result shares voting and dispositive power with her; (c) 307,692 shares of Common Stock held by the Hildegard Goldenberg 1989 Trust (the "HG Trust"), of which Ms. Orlove is a co-trustee with Eva Goldenberg and as a result shares voting and dispositive power with her; and (d) 307,692 shares of Common Stock held by the DMG Trust, of which Ms. Orlove is a co-trustee with Eva Goldenberg and as a result shares voting and dispositive power with her. Ms. Orlove disclaims beneficial ownership of all shares owned by the DCG Trust, the HG Trust and the DMG Trust. As of May 14, 1999, Eva J. Goldenberg beneficially owned 2,324,784 shares of Common Stock, comprising approximately 6.5% of the outstanding Common Stock. Ms. Goldenberg ownership reported above consists of: 6 (a) 877,672 shares of Common Stock owned directly by Ms. Goldenberg, as to which Ms. Goldenberg shares voting and dispositive power with Dr. Goldenberg as a result of the power of attorney granted by her to him; (b) 857,672 shares of Common Stock held by the Denis C. Goldenberg 1993 Trust (the "DCG Trust"), of which Ms. Goldenberg is a co-trustee with Eva Goldenberg and as a result shares voting and dispositive power with her; (c) 307,692 shares of Common Stock held by the Hildegard Goldenberg 1989 Trust (the "HG Trust"), of which Ms. Goldenberg is a co-trustee with Deborah Orlove and as a result shares voting and dispositive power with her; and (d) 307,692 shares of Common Stock held by the DMG Trust, of which Ms. Goldenberg is a co-trustee with Deborah Orlove and as a result shares voting and dispositive power with her. Ms. Goldenberg disclaims beneficial ownership of all shares owned by the DCG Trust, the HG Trust and the DMG Trust. Except as set forth above, the Reporting Persons did not own any options, warrants or other rights to acquire shares. Except as set forth on Annex A, the Reporting Persons did not effect any transactions in the Common Stock during the past 60 days. 7 Signature. After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Statement is true, complete and correct. Dated: May 14, 1999 /s/ David M. Goldenberg _______________________ David M. Goldenberg Dated: May 14, 1999 /s/ Deborah S. Orlove _______________________ Deborah S. Orlove Dated: May 14, 1999 /s/ Eva J. Goldenberg _______________________ Eva J. Goldenberg 8 EXHIBIT 1 AGREEMENT TO FILE A JOINT STATEMENT By their signatures, the undersigned agree to file a joint Schedule 13D and understand that such statement is filed by or on behalf of each of them. Dated: May 14, 1999 /s/ David M. Goldenberg _______________________ David M. Goldenberg Dated: May 14, 1999 /s/ Deborah S. Orlove _______________________ Deborah S. Orlove Dated: May 14, 1999 /s/ Eva J. Goldenberg _______________________ Eva J. Goldenberg 9 Annex A During the 60-day period ending May 14, 1999, the following sales of Common Stock owned by David M. Goldenberg were effected by the pledgee referenced in Item 4. Date of Number of Sales Price Transaction Shares Sold per Share ________________________________________________________________________________ 4/20/99 15,000 $2.125 4/21/99 15,000 $2.063 4/23/99 15,000 $2.031 4/27/99 10,000 $1.500 4/27/99 100,000 $1.563 4/28/99 100,000 $1.375 4/29/99 50,000 $1.500 4/29/99 25,000 $1.625 4/29/99 25,000 $1.563 5/3/99 75,000 $1.771 5/5/99 25,000 $1.625 5/6/99 30,000 $1.563 5/7/99 215,000 $1.125 10 -----END PRIVACY-ENHANCED MESSAGE-----