UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 7)*
Immunomedics, Inc.
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(Name of Issuer)
Common Stock, $0.01 par value
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(Title of Class of Securities)
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452907 10 8
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(CUSIP Number)
Joseph E. Mullaney III, Esquire
Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
One Financial Center
Boston, Massachusetts 02111
(617)542-6000
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
July 25, 2002
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of ss.ss. 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box.[ ]
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See ss. 240.13d-7 for other
parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
Page 1 of 11 pages
SCHEDULE 13D
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13D
CUSIP NO. 452907 10 8
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1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Dr. David M. Goldenberg
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)[ ]
(See Instructions) (b)[ ]
---- ---------------------------------------------------------------------------
3 SEC USE ONLY
---- ---------------------------------------------------------------------------
4 SOURCE OF FUNDS (See Instructions)
PF/OO
---- ---------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
---- ---------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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NUMBER OF 7 SOLE VOTING POWER
SHARES 4,005,257
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BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 3,856,926
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EACH 9 SOLE DISPOSITIVE POWER
REPORTING 3,702,428
---- -----------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER
WITH 3,856,926
================================================================================
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,862,183
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
---- ---------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
15.5%
---- ---------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (See Instructions)
IN
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Page 2 of 11 pages
SCHEDULE 13D
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13D
CUSIP NO. 452907 10 8
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================================================================================
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Cynthia L. Sullivan
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)[ ]
(See Instructions) (b)[ ]
---- ---------------------------------------------------------------------------
3 SEC USE ONLY
---- ---------------------------------------------------------------------------
4 SOURCE OF FUNDS (See Instructions)
PF/OO
---- ---------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
---- ---------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
================================================================================
NUMBER OF 7 SOLE VOTING POWER
SHARES 245,631
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BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 7,435,585
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EACH 9 SOLE DISPOSITIVE POWER
REPORTING 245,631
---- -----------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER
WITH 7,435,585
================================================================================
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,681,216
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
---- ---------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
15.4%
---- ---------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (See Instructions)
IN
================================================================================
Page 3 of 11 pages
This Amendment No. 7 amends and restates in its entirety the Schedule 13D
Amendment No. 6 filed on behalf of Dr. David M. Goldenberg on August 24, 2001.
Item 1. Security and Issuer
Common Stock, $0.01 par value ("Common Stock")
Immunomedics, Inc., 300 American Road, Morris Plains, New Jersey 07950
Item 2. Identity and Background
(a)
(i) Dr. David M. Goldenberg
(ii) Cynthia L. Sullivan
(b)
(i) c/o Immunomedics, Inc., 300 American Road, Morris Plains, New Jersey
07950
(ii) c/o Immunomedics, Inc., 300 American Road, Morris Plains, New Jersey
07950
(c)
(i) Chairman of the Board of Directors and Chief Scientific Officer of
Immunomedics, Inc., a biopharmaceutical company focused on the
development, manufacture and marketing of monoclonal antibody-based
products of the detection and treatment of cancer and other serious
diseases. Immunomedics, Inc. is located at 300 American Road, Morris
Plains, New Jersey 07950. Dr. David M. Goldenberg is the husband of
Cynthia L. Sullivan.
(ii) President and Chief Executive Officer of Immunomedics, Inc., a
biopharmaceutical company focused on the development, manufacture and
marketing of monoclonal antibody-based products of the detection and
treatment of cancer and other serious diseases. Immunomedics, Inc. is
located at 300 American Road, Morris Plains, New Jersey 07950. Cynthia
L. Sullivan is the wife of Dr. David M. Goldenberg.
Page 4 of 11 pages
(d)
(i) During the last five years, Dr. Goldenberg has not been convicted in a
criminal proceeding (excluding traffic violations or similar
misdemeanors).
(ii) During the last five years, Ms. Sullivan has not been convicted in a
criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e)
(i) During the last five years, Dr. Goldenberg has not been a party to a
civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject to a
judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state
securities laws or finding any violation with respect to such laws.
(ii) During the last five years, Ms. Sullivan has not been a party to a
civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject to a
judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state
securities laws or finding any violation with respect to such laws.
(f)
(i) United States
(ii) United States
Item 3. Source and Amount of Funds or Other Consideration
The shares of Common Stock were originally acquired more than five years
prior to the date of this amended Schedule 13D (except to the extent that such
shares of Common Stock were subsequently transferred among members of the family
of David M. Goldenberg and trusts or entities controlled by such persons) and
the source and amount of funds previously expended is thus not material.
Substantially all of the shares were acquired upon the initial capitalization of
Immunomedics, Inc. From time to time since the acquisition of such shares,
certain of such shares have been transferred among members of the family of
David M. Goldenberg and trusts or entities controlled by such persons. This
Schedule 13D amendment does not reflect any acquisitions of Common Stock of
Immunomedics, Inc. made by Dr. Goldenberg. Rather, this amendment is filed to
reflect a change in the direct ownership of shares of Common Stock beneficially
owned by Dr. Goldenberg resulting from (i) the transfer by Dr. Goldenberg of
1,500,000 shares of Common Stock to a grantor retained annuity trust for his
benefit, (ii) transfers by Dr. Goldenberg among members of his family and trusts
Page 5 of 11 pages
or entities controlled by such persons, (iii) the disposition by Dr. Goldenberg
of 34,725 shares of Common Stock in exchange for an 18.3% interest in IBC
Pharmaceuticals, Inc., a 73% owned subsidiary of Immunomedics, Inc., (iv) Dr.
Goldenberg no longer serving as an officer or director of Escalon Corporation,
and (v) Dr. Goldenberg no longer serving as an officer, director or trustee of
Escalon Foundation. This amendment also adds Cynthia L. Sullivan, Dr.
Goldenberg's wife, as a reporting person on this Schedule 13D.
Item 4. Purpose of Transaction
Neither Dr. Goldenberg nor Ms. Sullivan has any present plans or proposals
of the types set forth in paragraphs (a) through (j) of Item 4 of Schedule 13D.
Dr. Goldenberg and Ms. Sullivan may, from time to time, acquire additional
shares of Common Stock or dispose of all or a portion of the shares of Common
Stock beneficially owned by him or her, as applicable, either in the open market
or in privately negotiated transactions. Dr. Goldenberg and Ms. Sullivan may
also obtain additional shares of Common Stock upon the exercise of the stock
options described in Item 5 of Schedule 13D.
Item 5. Interest in Securities of the Issuer
(a)
(i) As of October 9, 2002, Dr. Goldenberg beneficially owned 7,862,183
shares of Common Stock, or 15.5% of the total outstanding shares of
Common Stock.
(ii) As of October 9, 2002, Ms. Sullivan beneficially owned 7,681,216
shares of Common Stock, or 15.4% of the total outstanding shares of
Common Stock.
(b)
(i) With respect to Dr. Goldenberg's beneficial ownership of Common Stock,
he has sole voting and dispositive power over 3,702,428 shares of
Common Stock, of which (i) 2,902,428 shares are held by Dr. Goldenberg
directly, and (ii) 800,000 shares may be acquired by Dr. Goldenberg
upon exercise of options to purchase shares of Common Stock
exerciseable within 60 days of the date of this amended Schedule 13D.
Dr. Goldenberg also has sole voting power over an additional 302,829
shares pursuant to an agreement with Hildegard Gruenbaum Katz (his
former wife). Dr. Goldenberg has shared voting and dispositive power
over 3,856,926 shares of Common Stock, of which (i) 21,931 shares are
held by Ms. Sullivan, Dr. Goldenberg's wife, (ii) 3,576,570 shares are
held by Dr. Goldenberg as beneficial owner of the three grantor
retained annuity trusts dated January 8, 2001, April 3, 2001 and July
25, 2002, respectively, the trustees of which are Ms. Sullivan, Eva J.
Goldenberg and Deborah S. Orlove, (iii) 34,725 shares are held by
Page 6 of 11 pages
Immunomedics, Inc.'s 73% owned subsidiary, IBC Pharmaceuticals, Inc.,
a Delaware corporation which focuses on the development of cancer
radiotherapeutics, of which Dr. Goldenberg is the sole director and an
18.3% stockholder, (iv) 11,200 shares Ms. Sullivan has voting or
dispositive power as custodian of her children or as trustee for a
trust for their benefit, and (v) 212,500 shares may be acquired by Ms.
Sullivan upon exercise of options to purchase shares of Common Stock
exerciseable within 60 days of the date of this amended Schedule 13D.
(ii) With respect to Ms. Sullivan's beneficial ownership of Common Stock,
she has sole voting and dispositive power over 245,631 shares of
Common Stock, of which (i) 21,931 shares are held by Ms. Sullivan
directly, (ii) 212,500 shares may be acquired by Ms. Sullivan upon
exercise of options to purchase shares of Common Stock exerciseable
within 60 days of the date of this amended Schedule 13D, and (iii)
11,200 shares Ms. Sullivan has voting or dispositive power as
custodian of her children or as trustee for a trust for their benefit.
Ms. Sullivan has shared voting and dispositive power over 7,435,585
shares of Common Stock, of which (i) 2,902,428 shares are held by Dr.
Goldenberg, Ms. Sullivan's husband, (ii) 800,000 shares may be
acquired by Dr. Goldenberg upon exercise of options to purchase shares
of Common Stock exerciseable within 60 days of the date of this
amended Schedule 13D, (iii) 3,576,570 shares are held as a trustee of
three grantor retained annuity trusts for the benefit of Dr.
Goldenberg dated January 8, 2001, April 3, 2001 and July 25, 2002,
respectively, the trustees of which also include Eva J. Goldenberg and
Deborah S. Orlove, (iv) 34,725 shares are held by Immunomedics, Inc.'s
73% owned subsidiary, IBC Pharmaceuticals, Inc., of which Ms. Sullivan
is president, and (v) 121,862 shares are held as trustee of Escalon
Foundation, a not-for-profit corporation organized under the laws of
the State of New Jersey, the trustees of which also include Eva J.
Goldenberg and Deborah S. Orlove.
(c)
(i) Dr. Goldenberg did not effect any transactions in the Common Stock
during the past sixty days.
(ii) Ms. Sullivan did not effect any transactions in the Common Stock
during the past sixty days.
(d)
(i) No other person is known to Dr. Goldenberg to have the right to
receive or the power to direct the receipt of dividends from, or the
proceeds from the sale of, the shares of Common Stock beneficially
owned by him, except as disclosed in Item 5(b)(i).
Page 7 of 11 pages
(ii) No other person is known to Ms. Sullivan to have the right to receive
or the power to direct the receipt of dividends from, or the proceeds
from the sale of, the shares of Common Stock beneficially owned by
him, except as disclosed in Item 5(b)(ii).
(e)
(i) Not applicable.
(ii) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer
Dr. Goldenberg has an agreement with Hildegard Gruenbaum Katz (his former
wife) to vote 302,829 shares of Common Stock owned by her.
Item 7. Material to be Filed as Exhibits
Exhibit 1* Agreement, dated as of February 10, 1997, between Hildegard
Gruenbaum and David M. Goldenberg, regarding the voting
power of 302,829 shares of Common Stock was previously filed
as Exhibit 2.E to Schedule 13D Amendment No. 4 filed on
March 6, 1997 and is incorporated by reference to this
amendment.
Exhibit 2** Joint Filing Agreement, dated as of October 29, 2002,
between David M. Goldenberg and Cynthia L. Sullivan.
* Previously filed
** Filed herewith
Page 8 of 11 pages
SIGNATURE
After reasonable inquiry and to the best of the knowledge and belief of the
undersigned, each of the undersigned certifies that the information set forth in
this statement is true, complete and correct.
Date: October 29, 2002 /s/ David M. Goldenberg
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David M. Goldenberg
Date: October 29, 2002 /s/ Cynthia L. Sullivan
------------------------
Cynthia L. Sullivan
Page 9 of 11 pages
Exhibit 2
JOINT FILING AGREEMENT
Each of the undersigned represents that he or she is eligible to use
Schedule 13D to report his or her beneficial ownership (as defined in Rule 13d-3
promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange
Act")) of common stock, par value $.01 per share ("Common Stock"), of
Immunomedics, Inc., a Delaware corporation ("Immunomedics").
Each of the undersigned agrees:
1. that he or she is responsible for the timely filing of a Schedule 13D, and
any amendments thereto (the "Schedule 13D"), with respect to his or her
beneficial ownership reporting obligations with respect to the Common
Stock;
2. that he or she is responsible for the completeness and accuracy of the
information concerning him or her contained in the Schedule 13D, but is not
responsible for the completeness or accuracy of the information concerning
the other person making the filing, unless he or she knows or has reason to
believe that such information is inaccurate; and
3. in accordance with Rule 13d-1(k)(1) promulgated under the Exchange Act, to
the joint filing with the other person executing this joint filing
agreement (this "Agreement"), on behalf of each of them, of the Schedule
13D (including all amendments thereto) and that this Agreement be included
as an exhibit to the Schedule 13D.
This Agreement may be executed in any number of counterparts, each of which
shall be deemed to be an original, but all of which, taken together, shall
constitute one and the same instrument.
[Remainder of page intentionally left blank]
Page 10 of 11 pages
IN WITNESS WHEREOF, the undersigned have caused this Agreement to be signed
as of October 29, 2002.
/s/ David M. Goldenberg
------------------------
David M. Goldenberg
/s/ Cynthia L. Sullivan
------------------------
Cynthia L. Sullivan
Page 11 of 11 pages