-----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, A7Hhke0oJWJ2N6inzl1iRtUrxIkzX7LPj+UfnBS068bXcPqvx8sY4rCZJk1uKZBU S93+EI1TqD/9Y4yVlDxS7Q== 0000950103-03-001224.txt : 20030430 0000950103-03-001224.hdr.sgml : 20030430 20030429192519 ACCESSION NUMBER: 0000950103-03-001224 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20030429 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20030430 FILER: COMPANY DATA: COMPANY CONFORMED NAME: IMCLONE SYSTEMS INC/DE CENTRAL INDEX KEY: 0000765258 STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836] IRS NUMBER: 042834797 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-19612 FILM NUMBER: 03670603 BUSINESS ADDRESS: STREET 1: 180 VARICK ST CITY: NEW YORK STATE: NY ZIP: 10014 BUSINESS PHONE: 2126451405 MAIL ADDRESS: STREET 1: 180 VARICK ST CITY: NEW YORK STATE: NY ZIP: 10014 8-K 1 apr2903_8k.txt ================================================================================ 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): April 29, 2003 IMCLONE SYSTEMS INCORPORATED (Exact Name of Registrant as Specified in Its Charter) Delaware 0-19612 04-2834797 (State of incorporation or (Commission File Number) (I.R.S. Employer organization) Identification No.) 180 Varick Street, 6th Floor, New York, New York 10014 (Address, including zip code of Registrant's principal executive offices) Registrant's telephone number, including area code: (212) 645-1405 ================================================================================ Item 5. Other Events On April 29, 2003, ImClone Systems Incorporated issued a press release announcing board and management changes. The text of the press release, which is attached as Exhibit 99.1, is incorporated by reference in its entirety. Item 7. Exhibits (c) Exhibits 99.1 Press Release dated April 29, 2003. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. ImClone Systems Incorporated By: /s/ Clifford R. Saffron ------------------------------------- Name: Clifford R. Saffron Title: Senior Vice President, Legal and General Counsel Date: April 29, 2003 EXHIBIT INDEX Exhibit No. Description 99.1 Press release dated April 29, 2003 EX-99.1 3 apr2903_99-1.txt Exhibit 99.1 Investors: Media: ImClone Systems Incorporated Abernathy MacGregor Andrea F. Rabney Andrew Merrill or David Pitts (646) 638-5058 (212) 371-5999 Stefania A. Bethlen (646) 638-5046 For Immediate Release - --------------------- IMCLONE SYSTEMS ANNOUNCES BOARD AND MANAGEMENT CHANGES New York, NY - April 29, 2003 -- ImClone Systems Incorporated (Nasdaq: IMCLE) announced today that, in connection with a previously disclosed internal review related to withholding tax liabilities associated with the exercise of certain options and warrants, the following Board and executive changes are effective immediately: o Robert F. Goldhammer has resigned as Chairman of the Board. Mr. Goldhammer has also decided not to stand for re-election to the Board of Directors at the next annual shareholders' meeting. Mr. Goldhammer will serve out his current term as a Director. o Harlan W. Waksal, M.D., currently President and Chief Executive Officer of ImClone, has resigned from these positions. Dr. Waksal has been named Chief Scientific Officer of the Company, with responsibility for research, clinical, regulatory, quality assurance and manufacturing. o Daniel S. Lynch, currently Senior Vice President, Finance, and Chief Financial Officer, has been named Senior Vice President, Chief Administrative Officer and Chief Financial Officer. In addition to his current responsibilities for finance, control and compliance, human resources, communications, and information technology, Mr. Lynch will assume responsibility for the sales and marketing, legal and business development departments. Mr. Lynch will serve as acting Chief Executive Officer until a permanent Chief Executive Officer has been named. In addition, ImClone Systems issued the following statement: "The Company's current difficulties led the independent members of the Board of Directors to conclude that a change in leadership was appropriate. The Company has commenced a search for a permanent Chief Executive Officer. ImClone Systems will continue to benefit from Harlan Waksal's scientific leadership in his new role as Chief Scientific Officer." ImClone Systems remains committed to finalizing the review of the circumstances relating to the previously disclosed withholding tax issues and to filing the Company's annual report on Form 10-K as soon as possible. About ImClone Systems Incorporated - ---------------------------------- ImClone Systems Incorporated is committed to advancing oncology care by developing a portfolio of targeted biologic treatments, designed to address the medical needs of patients with a variety of cancers. The Company's three programs include growth factor blockers, cancer vaccines and angiogenesis inhibitors. ImClone Systems' strategy is to become a fully integrated biopharmaceutical company, taking its development programs from the research stage to the market. ImClone Systems is headquartered in New York City with additional administration and manufacturing facilities in Somerville, New Jersey. The matters discussed in this news release may include forward-looking statements which involve potential risks and uncertainties. Important factors that may cause actual results to differ materially include, but are not limited to, the risks and uncertainties associated with completing pre-clinical and clinical trials of the company's compounds that demonstrate such compounds' safety and effectiveness; obtaining additional financing to support the company's operations; obtaining and maintaining regulatory approval for such compounds and complying with other governmental regulations applicable to the company's business; obtaining the raw materials necessary in the development of such compounds; consummating and maintaining collaborative arrangements with corporate partners for product development; achieving milestones under collaborative arrangements with corporate partners; developing the capacity to manufacture, market and sell the company's products, either directly or with collaborative partners; developing market demand for and acceptance of such products; competing effectively with other pharmaceutical and biotechnological products; obtaining adequate reimbursement from third party payers; attracting and retaining key personnel; legal costs and the outcome of outstanding legal proceedings and investigations; obtaining patent protection for discoveries and risks associated with commercial limitations imposed by patents owned or controlled by third parties. The company does not undertake any obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise. # # # -----END PRIVACY-ENHANCED MESSAGE-----