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): August 2, 2004
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Immunomedics, Inc.
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(Exact Name of Registrant as Specified in Its Charter)
Delaware 000-12104 61-1009366
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(State or Other Jurisdiction (Commission (I.R.S. 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)
Registrant's telephone number, including area code: (973) 605-8200
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Not applicable
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(Former Name or Former Address, if Changed Since Last Report)
ITEM 5. OTHER EVENTS AND REGULATION FD DISCLOSURE
On August 2, 2004, Immunomedics, Inc. (the "Company") issued a press
release (a copy of which is attached to this report as Exhibit 99.1 hereto)
announcing that it had entered into stock purchase agreements with select
institutional investors to sell 4,178,116 shares of the Company's common stock,
par value $0.01 per share ("Common Stock"), at a price of $3.61 per share,
pursuant to the Company's Registration Statement on Form S-3 (File No.
333-114810). Under these agreements, the Company has also agreed to sell to each
such investor a like number of shares of Common Stock at a price of $3.97 per
share by a date not later than November 24, 2004, if the investor so elects. A
copy of the form of stock purchase agreement relating to the offering is
attached to this report as Exhibit 10.1 hereto. The Company retained RBC Capital
Markets Corporation ("RBC") to act as exclusive placement agent in connection
with the offering. A copy of the Placement Agency Agreement, dated July 28,
2004, by and between the Company and RBC is attached to this report as Exhibit
1.1 hereto.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(c) Exhibits:
1.1 Placement Agency Agreement, dated July 28, 2004, by and
between the Company and RBC Capital Markets Corporation.
10.1 Form of Stock Purchase Agreement.
99.1 Press Release, dated August 2, 2004.
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SIGNATURES
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.
Date: August 2, 2004 IMMUNOMEDICS, INC.
By: /s/ Gerard G. Gorman
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Name: Gerard G. Gorman
Title: Vice President, Finance, and Chief
Financial Officer
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EXHIBIT INDEX
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EXHIBIT NUMBER DESCRIPTION
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1.1 Placement Agency Agreement, dated
July 28, 2004, by and between the
Company and RBC Capital Markets
Corporation.
10.1 Form of Stock Purchase Agreement.
99.1 Press Release, dated August 2, 2004.