-----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, Bah5Bq+/8Bedo2uG/ACO6qp7nUwpCckkeGFTwnPujhsjgoynhgFX7DVECy36TP19 mxZ2gIZ/jbn3nHYQVI4AqQ== 0001171843-10-000176.txt : 20100210 0001171843-10-000176.hdr.sgml : 20100210 20100210083014 ACCESSION NUMBER: 0001171843-10-000176 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20100210 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20100210 DATE AS OF CHANGE: 20100210 FILER: 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-12104 FILM NUMBER: 10586244 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 8-K 1 document.htm FORM 8-K FILING DOCUMENT Form 8-K Filing

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) February 9, 2010  


Immunomedics, Inc.
(Exact name of registrant as specified in its charter)


Delaware
 
000-12104
 
61-1009366
(State or other jurisdiction
of incorporation)
  (Commission File Number)   (IRS Employer Identification No.)


 
300 American Road, Morris Plains, New Jersey
 
07950
 
  (Address of principal executive offices)   (Zip Code)  

Registrant's telephone number, including area code:   (973) 605-8200



Not applicable
(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 5.02. Departure of Directors of Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On February 9, 2010, the Board of Directors (the "Board") of Immunomedics, Inc., a Delaware corporation (the "Company"), appointed Mr. Kenneth J. Zuerblis as a Director to the Board to fill an existing vacancy. Mr. Zuerblis shall hold such position until the 2010 Annual Meeting of Stockholders and until his successor has been duly elected and qualified.

Mr. Zuerblis previously served as Chief Financial Officer and Senior Vice President of ImClone Systems ("ImClone"), a biopharmaceutical company developing biologic medicines in the area of oncology, from March 2008 through January 2009. As Chief Financial Officer and Senior Vice President, Mr. Zuerblis was responsible for strategic planning and leadership of all finance and related operations. Prior to joining ImClone, Mr. Zuerblis served as Chief Financial Officer of Enzon Pharmaceuticals Inc. ("Enzon") from June 1994 through April 2005, where he was responsible for all financial and investor relations aspects of Enzon as well as information technologies, and Corporate Controller of Enzon from 1991 through 1994, where he was responsible for all day-to-day accounting and financial reporting. From May 2005 to March 2008, Mr. Zuerblis was retired. Mr. Zuerblis began his career at KPMG, LLP in 1982, ultimately serving as Senior Manager prior to his departure in 1991. Mr. Zuerblis previously served as a mem ber of the Board of Directors of XTL Biopharmaceuticals, Ltd and is a member of the Board of Directors of the New Jersey Technology Council. Mr. Zuerblis received a BS in Accounting from Seton Hall University. He is also a certified public accountant in the State of New Jersey.

The Board determined that Mr. Zuerblis has no relationship with the Company or its subsidiaries, either directly or indirectly, that would be inconsistent with a determination of independence under the applicable rules and regulations of the NASDAQ Stock Market and the United States Securities and Exchange Commission. Neither Mr. Zuerblis nor any member of his immediate family has engaged, directly or indirectly, in any transaction, or series of similar transactions, with the Company or any of its subsidiaries in which the amount involved exceeds $120,000. In addition, Mr. Zuerblis does not have any family relationship with any executive officer or director of the Company.

Mr. Zuerblis shall receive compensation for serving on the Board pursuant to the Company's non-employee director compensation plan. In accordance with the Company's 2006 Stock Incentive Plan, as amended, on February 9, 2010, the Company granted Mr. Zuerblis 20,000 nonqualified stock options and 4,167 restricted stock units ("RSUs"). The option grants (i) were fully vested on the date of grant and have an exercise price equal to $3.10, which is equal to the fair market value of the Company's common stock, $0.01 par value per share, on the date of grant, (ii) have a term of seven years from the date of grant, and (iii) have a post-termination exercise period of 12 months following the date of Mr. Zuerblis' cessation of service on account of death. The RSUs granted to Mr. Zuerblis will vest in full upon the completion of one year of service as a non-employee director from the date of grant. Notwithstanding the foregoing, the RSUs will immediately vest upon Mr. Zuerblis' cessation of service as a non-employe e director by reason of death or permanent disability.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No. Description

99.1 Press Release of Immunomedics, Inc. dated February 10, 2010.


SIGNATURE

    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.

    Immunomedics, Inc.
(Registrant)

February 10, 2010
(Date)
  /s/   CYNTHIA L. SULLIVAN
Cynthia L. Sullivan
President and Chief Executive Officer
EX-99.1 2 newsrelease.htm PRESS RELEASE Immunomedics Appoints Kenneth J. Zuerblis to Board of Directors

EXHIBIT 99.1

Immunomedics Appoints Kenneth J. Zuerblis to Board of Directors

MORRIS PLAINS, N.J., Feb. 10, 2010 (GLOBE NEWSWIRE) -- Immunomedics, Inc. (Nasdaq:IMMU), a biopharmaceutical company focused on developing monoclonal antibodies to treat cancer and other serious diseases, today announced that Mr. Kenneth J. Zuerblis has been appointed to the Company's Board of Directors. Mr. Zuerblis served as Chief Financial Officer and Senior Vice President of ImClone Systems Incorporated, prior to its 2008 acquisition by Lilly (NYSE:LLY).   Previously, he was the Chief Financial Officer of Enzon Pharmaceuticals Inc (Nasdaq:ENZN).

"I am excited about the prospects for Immunomedics.  The Company has a very robust product pipeline of novel agents for markets with significant unmet medical needs. I look forward to this opportunity to work with members of the Board of Directors and management in developing the full potential of the Company's rich and diverse product candidates," Mr. Zuerblis commented.

Dr. David M. Goldenberg, Chairman of the Board of Directors and founder of the Company, remarked: "Ken has a proven track record of running complex commercial and research organizations and we are delighted to have such an experienced biopharmaceutical executive join our Board of Directors.  His leadership skills in building fully integrated biopharmaceutical organizations are of particular value as our lead product candidates, epratuzumab, veltuzumab, and clivatuzumab, are expected to enter advanced phases of their clinical development."

About Immunomedics

Immunomedics is a New Jersey-based biopharmaceutical company primarily focused on the development of monoclonal, antibody-based products for the targeted treatment of cancer, autoimmune and other serious diseases. We have developed a number of advanced proprietary technologies that allow us to create humanized antibodies that can be used either alone in unlabeled or "naked" form, or conjugated with radioactive isotopes, chemotherapeutics or toxins, in each case to create highly targeted agents. Using these technologies, we have built a pipeline of therapeutic product candidates that utilize several different mechanisms of action. We also have a majority ownership in IBC Pharmaceuticals, Inc., which is developing a novel Dock-and-Lock (DNL) methodology with us for making fusion proteins and multifunctional antibodies, and a new method of delivering imaging and therapeutic agents selectively to disease, especially different solid cancers (colorectal, lung, pancreas, etc.), by proprietary, antib ody-based, pretargeting methods. We believe that our portfolio of intellectual property, which includes approximately 145 patents issued in the United States and more than 300 other patents issued worldwide, protects our product candidates and technologies. For additional information on us, please visit our website at www.immunomedics.com. The information on our website does not, however, form a part of this press release.

This release, in addition to historical information, may contain forward-looking statements made pursuant to the Private Securities Litigation Reform Act of 1995. Such statements, including statements regarding clinical trials, out-licensing arrangements (including the timing and amount of contingent payments), forecasts of future operating results, and capital raising activities, involve significant risks and uncertainties and actual results could differ materially from those expressed or implied herein. Factors that could cause such differences include, but are not limited to, risks associated with new product development (including clinical trials outcome and regulatory requirements/actions), our dependence on our licensing partners for the further development of epratuzumab for autoimmune indications and veltuzumab for non-cancer indications, competitive risks to marketed products and availability of required financing and other sources of funds on acceptable terms, if at all, as well as th e risks discussed in the Company's filings with the Securities and Exchange Commission. The Company is not under any obligation, and the Company expressly disclaims any obligation, to update or alter any forward-looking statements, whether as a result of new information, future events or otherwise.

CONTACT:  Immunomedics, Inc.
          Dr. Chau Cheng, Associate Director, Investor Relations
           & Business Analysis
          (973) 605-8200, extension 123
          ccheng@immunomedics.com
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