================================================================================
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): July 5, 2005
Immunomedics, Inc.
------------------------------------------------------
(Exact Name of Registrant as Specified in Its Charter)
Delaware 000-12104 61-1009366
---------------------------- ------------ -------------------
(State or Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation) File Number) Identification No.)
300 American Road, Morris Plains, New Jersey 07950
-------------------------------------------- ----------
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (973) 605-8200
Not Applicable
-------------------------------------------------------------
(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):
[ ] 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 8.01. OTHER EVENT
On July 5, 2005 Immunomedics, Inc. issued a press release announcing its
offer to exchange its 5% Senior Convertible Notes due 2008 and its related
warrants to purchase common stock for a new series of notes and warrants, that
if the exchange offer is completed, will be materially the same as the
securities initially issued except for limited changes specified in the Exchange
Offer Memorandum.
A copy of the press release describing the exchange offer is attached
hereto as exhibit 99.1. Exhibit 99.1 is being furnished and shall not be deemed
to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934,
as amended (the "Exchange Act"), or otherwise subject to the liabilities of such
Section, nor shall it be deemed incorporated by reference in any filing under
the Securities Act of 1933, as amended, or the Exchange Act, except as otherwise
expressly stated in such filing.
A copy of the Exchange Offer Memorandum is attached hereto as Exhibit
4.1 and is hereby incorporated by reference. The Exchange Offer Memorandum is
attached hereto for purposes of full and fair disclosure under Regulation FD,
not to solicit interest in the exchange offer, which is being made solely by the
distribution by the Company of the Exchange Offer Memorandum and accompanying
Letter of Transmittal to the investors in the original offering, who are all
Qualified Institutional Buyers and institutional Accredited Investors as defined
in the Securities Act of 1933.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits:
4.1 - Exchange Offer Memorandum, dated July 5, 2005
99.1 - Press Release, dated July 5, 2005
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: July 6, 2005 IMMUNOMEDICS, INC.
By: /s/ Cynthia L. Sullivan
-----------------------
Cynthia L. Sullivan
President and
Chief Executive Officer
EXHIBIT INDEX
EXHIBIT NUMBER DESCRIPTION
-------------- ---------------------------------------------------------
4.1 Exchange Offer Memorandum, dated July 5, 2005
99.1 Press Release, dated July 5, 2005