-----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, U9Ad7HzD7YAKcFarSl+vQ4+KQYkS8lulgjjYbvjvznQqKXjfpnEbtIrsbng++a+c DJ0Do9ByY0y+n9tO7WETXA== 0001104659-06-017337.txt : 20060316 0001104659-06-017337.hdr.sgml : 20060316 20060316160000 ACCESSION NUMBER: 0001104659-06-017337 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20060314 ITEM INFORMATION: Other Events FILED AS OF DATE: 20060316 DATE AS OF CHANGE: 20060316 FILER: COMPANY DATA: COMPANY CONFORMED NAME: IMCLONE SYSTEMS INC 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: 06692003 BUSINESS ADDRESS: STREET 1: 180 VARICK STREET - 6TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10014 BUSINESS PHONE: 646-638-5078 MAIL ADDRESS: STREET 1: 180 VARICK STREET - 6TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10014 FORMER COMPANY: FORMER CONFORMED NAME: IMCLONE SYSTEMS INC/DE DATE OF NAME CHANGE: 19940211 8-K 1 a06-6845_38k.htm CURRENT REPORT OF MATERIAL EVENTS OR CORPORATE CHANGES

 

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): March 14, 2006

 

IMCLONE SYSTEMS INCORPORATED

(Exact name of registrant as specified in its charter)

 

Delaware

 

0-19612

 

04-2834797

(State or other jurisdiction of
Incorporation)

 

(Commission File Number)

 

(IRS Employer Identification No.)

 

180 Varick Street

New York, New York 10014

(Address of principal executive offices) (Zip Code)

 

(212) 645-1405

(Registrant’s telephone number, including area code)

 

N/A

(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):

 

o            Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o            Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o            Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o            Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 


 

Item 8.01. Other Events

 

As discussed in greater detail under Item 3, “Legal Proceedings”, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and in the notes to the consolidated financial statements contained in the Company’s 2005 Annual Report on Form 10-K filed on March 16, 2006 (the “Form 10-K”), on March 14, 2006, the Company reached an agreement in principle with the Internal Revenue Service to resolve the IRS’ employment tax audit, which includes the Company’s agreement to the imposition of accuracy-related penalties under Section 6662 of the Internal Revenue Code. Under this agreement in principle, the Company expects to make a total payment of approximately $32,000,000 to the IRS. As discussed in greater detail in the Form 10-K, the Company had previously recorded a withholding tax liability of $18,096,000 and a withholding tax asset of $274,000 in its consolidated Balance Sheet as of December 31, 2004. Based on the agreement in principle, the Company has eliminated the withholding tax asset of $274,000 and has recorded an additional withholding tax liability of $13,904,000, or a total of $32,000,000, in its consolidated Balance Sheet as of December 31, 2005. As a result, the Company has recorded in the fourth quarter of 2005 a net withholding tax expense of $14,178,000.

 

2


 

SIGNATURES

 

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
(Registrant)

 

 

 

By:

/s/ Erik D. Ramanathan

 

Dated: March 16, 2006

 

Erik D. Ramanathan

 

 

Vice President, General Counsel

 

3

 -----END PRIVACY-ENHANCED MESSAGE-----