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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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): December 31, 2006
IMMUNOMEDICS, INC.
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(Exact Name of Registrant as Specified in Charter)
Delaware 000-12104 61-1009366
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
300 American Road, Morris Plains, New Jersey 07950
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(Address of Principal Executive Offices) (Zip Code)
(973) 605-8200
(Registrant's telephone number, including area code)
Not applicable
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(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)).
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ITEM 5.02. DEPARTURE OF DIRECTORS OF CERTAIN OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF CERTAIN OFFICERS; COMPENSATION ARRANGEMENTS OF CERTAIN OFFICERS.
On December 31, 2006, Immunomedics, Inc., a Delaware corporation (the
"Company"), and Cynthia L. Sullivan entered into an Amended and Restated
Employment Agreement pertaining to Ms. Sullivan's service as the Company's
President and Chief Executive Officer (the "Agreement"). The Agreement amends
and restates the Employment Agreement, dated as of March 10, 2001, by and
between the Company and Ms. Sullivan, as extended by the Company on June 14,
2006, in its entirety.
The Agreement will continue, unless earlier terminated by the parties,
until December 30, 2008 (the "Term"). The Term will be automatically extended
for successive one-year periods unless either the Company or Ms. Sullivan
provides a written notice at least 180 days preceding the date of any such
extension that such party does not intend to extend the Term. Ms. Sullivan's
annual base salary under the Agreement is $532,000 ("Base Salary"), which shall
be reviewed annually for appropriate increases by the Board of Directors of the
Company (the "Board") or the Compensation Committee of the Board. Ms. Sullivan
will also be eligible to participate in the Company's incentive compensation
plan in place for its senior level executives. In addition, Ms. Sullivan will be
eligible to receive an annual discretionary bonus determined by the Compensation
Committee of the Board based upon certain performance standards to be determined
by the Compensation Committee. Ms. Sullivan's annual bonus target is 30% of her
Base Salary, subject to achievement of performance goals, with a potential
payout from 0 to 150% of the target amount. Ms. Sullivan will also be eligible
to receive equity compensation awards under the Company's 2006 Stock Incentive
Plan, or any such successor equity compensation plan as may be in place from
time to time.
The Agreement provides that in the event the Company terminates Ms.
Sullivan at any time without "Cause" (as defined in the Agreement) or Ms.
Sullivan resigns for "Good Reason" (as defined in the Agreement), Ms. Sullivan
will be entitled to receive severance payments in an amount equal to 2.00 times
her Base Salary in effect at that time, plus the target bonus established for
the fiscal year in which the date of termination occurs. The severance amounts
shall be paid in equal monthly installments over the 24 month period following
such termination. In addition, the Company shall (in accordance with the terms
of the Company's applicable medical plan) pay monthly COBRA medical insurance
costs (as defined in the Agreement), if Ms. Sullivan continues medical coverage
under COBRA, for a period of 24 months following such termination. Ms. Sullivan
will also be entitled to any benefits accrued in accordance with the terms of
any applicable benefit plan and program of the Company and an annual bonus, if
any, payable for the fiscal year in which Ms. Sullivan was terminated (prorated
to reflect Ms. Sullivan's actual period of service during such fiscal year).
The Agreement also provides that in the event of a "Change of Control"
(as defined in the Agreement") the Company terminates Ms. Sullivan without
"Cause" (as defined in the Agreement) or Ms. Sullivan resigns for "Good Reason"
(as defined in the Agreement), Ms. Sullivan will be entitled to receive a lump
sum severance payment in an amount equal to 3.00 times her Base Salary in effect
at that time, plus the target bonus established for the fiscal year in which the
date of termination occurs. In addition, Ms. Sullivan will receive, for a period
of 36 months following such termination, all medical and dental coverages in
effect on the date of termination or, at the Company's election, cash in lieu of
such coverage in an amount equal to Ms. Sullivan's after-tax cost of continuing
comparable coverage. Ms. Sullivan will also be entitled to receive any benefits
accrued in accordance with the terms of any applicable benefit plan and program
of the Company and an annual bonus, if any, payable for the fiscal year in which
Ms. Sullivan was terminated (prorated to reflect Ms. Sullivan's actual period of
service during such fiscal year). Additionally, the Agreement provides for a
gross-up payment under certain circumstances to compensate Ms. Sullivan for
excise taxes that may be attributable to her as a result of the foregoing
payments.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits.
Exhibit No. Description
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10.1 Amended and Restated Employment Agreement, dated as of
December 31, 2006, between Immunomedics, Inc. and Cynthia
L. Sullivan.
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/ Gerard G. Gorman
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Name: Gerard G. Gorman
Title: Senior Vice President, Finance
and Business Development, and
Chief Financial Officer
Date: January 3, 2007