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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): March 10, 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 1.01. ENTRY INTO MATERIAL DEFINITIVE AGREEMENT.
On March 10, 2006, Immunomedics, Inc. (the "Company") entered into a
Change of Control and Severance Agreement (the "Agreement") with Gerard G.
Gorman, the Company's Vice President, Finance and Chief Financial Officer. The
Agreement provides that in the event Mr. Gorman is terminated pursuant to an
involuntary termination (including the involuntary dismissal or discharge by the
Company other than for cause, or the voluntary resignation within ninety (90)
days following certain events) within twelve months following a Change in
Control (as defined in the Agreement), Mr. Gorman will receive from the Company
(i) a lump-sum amount equal to two times the sum of Mr. Gorman's annual rate of
base salary and bonus, including both cash and equity bonuses; (ii) accelerated
vesting of all outstanding options such that each outstanding options
immediately vest and become exercisable for a specified period; (iii) a lump-sum
severance payment equal to the bonus amount received in the previous year,
pro-rated for the number of months (including partial months) completed prior to
termination; and (iv) continued health coverage for a specified period. The
Agreement also contains certain tax payment provisions in certain instances. The
foregoing description of the Change of Control and Severance Agreement is not
complete and is qualified in its entirety by reference to the Agreement filed as
exhibit 10.1 herewith.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits.
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Exhibit No. Description
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10.1 Change of Control and Severance Agreement, dated as of
March 10, 2006, by and between the Company and
Gerard G. Gorman.
SIGNATURES
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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 Sullivan
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Name: Cynthia Sullivan
Title: President and Chief Executive Officer
Date: March 10, 2006