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 23, 2007
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:
G Written
communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425).
G Soliciting
material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12).
G Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR 240.14d-2(b)).
G Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act(17 CFR
240.13e-4(c)).
Item
5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
Effective
August 23, 2007, the Board of Directors of Immunomedics, Inc., a Delaware
corporation (the “Company”), approved the amendment and restatement of the
Company’s Amended and Restated Bylaws (the “Second Amended and Restated
Bylaws”). The Second Amended and Restated Bylaws amends Section 7.1
of Article 7 of the Amended and Restated Bylaws to permit the Company to
authorize the issuance of uncertificated shares. This change conforms the
Company's Second Amended and Restated Bylaws to the requirements of the NASDAQ
Stock Market that listed securities be eligible for issuance in uncertificated
form through a direct registration system by January 1, 2008. A copy of the
Second Amended and Restated Bylaws of the Company is filed as Exhibit 3.1 to
this Form 8-K and is incorporated herein by reference.
Item
9.01. Financial
Statements and Exhibits.
(d) Exhibits.
Exhibit
No. Description
3.1
Second
Amended and Restated Bylaws of Immunomedics, Inc., approved August 23,
2007.
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
27, 2007