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): August 27,
2008
Immunomedics,
Inc.
(Exact
Name of Registrant as Specified in 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)
|
|
(973)
605-8200
|
|
(Registrant's
telephone number, including
area code)
|
|
|
|
Not
applicable
(Former
Name or Former Address, if Changed Since Last Report)
|
|
|
Check the
appropriate box below if the Form 8-K 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
1.02 Termination
of Material Definitive Agreement.
On August
28, 2008, Immunomedics, Inc., a Delaware corporation (the “Company”), and Bank
of America, N.A. (“Bank of America”) agreed to terminate the parties’
obligations under the $9.0 million revolving line of credit the Company had
secured from Bank of America pursuant to the loan agreement, effective as of
June 9, 2008 (the “Credit Facility”). As of August 28, 2008, the
Company had no amounts outstanding under the Credit Facility.
Item
2.02. Results
of Operations and Financial Condition.
On August
28, 2008, the Company, issued a press release to report the Company’s financials
for the fiscal year ended and quarter ended June 30, 2008. The full
text of the press release is attached to this current report on Form 8-K as
Exhibit 99.1.*
Item
5.02. Departure
of Directors or Certain Officers; Election of Directors; Appointment of
Certain
Officers; Compensatory Arrangements of Certain Officers.
On August 27, 2008, Dr. Marvin E. Jaffe
informed the Company of his intention not to stand for re-election at the
Company’s next Annual Meeting of Stockholders, scheduled to be held on December
3, 2008 (the “Annual Meeting”), and his decision to resign as a member of the
Audit Committee, Compensation Committee, Governance and Nominating Committee and
Research and Development Committee. Dr. Jaffe will remain on the
Company’s Board of Directors and remain a member of each of the foregoing
committees until the Annual Meeting. Dr. Jaffe has informed the
Company that there is no disagreement between Dr. Jaffe and the Company on any
matter relating to the Company’s operations, policies or practices.
Item
9.01. Financial
Statements and Exhibits.
(d) Exhibits.
|
Exhibit
No.
|
|
Description |
| |
|
|
|
10.1
|
|
Letter
Agreement, effective as of August 28, 2008, between Immunomedics, Inc. and
Bank of America, N.A.
|
|
|
|
|
|
99.1
|
|
Press
Release of Immunomedics, Inc. dated August 28, 2008 reporting its
financial results.
|
* The
information in Item 2.02 of this Form 8-K shall not be deemed “filed” for
purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange
Act”) or otherwise subject to the liabilities of that section, nor shall it be
deemed incorporated by reference in any filing under the Securities Act of 1933
or the Exchange Act, except as expressly set forth by specific reference in such
a filing.
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.
IMMUNOMEDICS,
INC.
By: /s/ Cynthia L.
Sullivan
Name:Cynthia
L. Sullivan
Title:President
and Chief Executive Officer
Date: August
29, 2008