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CUSIP No.452907108 Page 1 of 5
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_________________________
SCHEDULE 13G/A
(Amendment No. 1)
UNDER THE SECURITIES EXCHANGE ACT OF 1934
Immunomedics, Inc.
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(Name of Issuer)
Common Stock, par value $.01 per share
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(Title of Class of Securities)
452907108
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(CUSIP NUMBER)
Calendar Year 2004
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(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
/ / Rule 13d-1(b)
/X/ Rule 13d-1(c)
/ / Rule 13d-1(d)
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 the information which
would alter the disclosures provided for in a prior cover page.
The information required in the remainder of this cover page shall not
be deemed to be "filed" for the purposes of Section 18 of the Securities
Exchange Act of 1934 ("Act") or otherwise subject to all other provisions of the
Act (however, see the Notes).
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CUSIP No.452907108 Page 2 of 5
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1. NAME OF REPORTING PERSONS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
Deborah S. Orlove
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ____
(b) ____
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3. SEC USE ONLY
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4. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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NUMBER OF 5. SOLE VOTING POWER
SHARES 1,059,748
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BENEFICIALLY 6. SHARED VOTING POWER
OWNED BY 2,206,944
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EACH 7. SOLE DISPOSITIVE POWER
REPORTING 1,059,748
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PERSON 8. SHARED DISPOSITIVE POWER
WITH 2,206,944
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9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,266,692(1)
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10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS)* |_|
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11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6%(2)
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12. TYPE OF REPORTING PERSON
IN
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CUSIP No.452907108 Page 3 of 5
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Item 1(a). Name of Issuer:
Immunomedics, Inc.
Item 1(b). Address of Issuer's Principal Executive Offices:
300 American Road
Morris Plains, New Jersey 07950
Item 2(a). Name of Person Filing:
Deborah S. Orlove
Item 2(b). Address of Principal Business Office or, if None, Residence:
2000 L St. NW, Suite 675, Washington, D.C. 20036
Item 2(c). Citizenship:
United States
Item 2(d). Title of Class of Securities:
Common Stock
Item 2(e). CUSIP Number:
452907108
Item 3. If this statement is filed pursuant to Rule 13d-1(b), or
13d-2(b) or (c), check whether the person filing is a: Not
Applicable
(a) [ ] Broker or dealer registered under Section 15 of the
Exchange Act;
(b) [ ] Bank as defined in Section 3(a)(6) of the Exchange
Act;
(c) [ ] Insurance Company as defined in Section 3(a)(19) of
the Exchange Act;
(d) [ ] Investment Company registered under Section 8 of the
Investment Company Exchange Act;
(e) [ ] Investment Adviser in accordance with Rule
13d-1(b)(1)(ii)(E);
(f) [ ] Employee Benefit Plan or Endowment Fund in
accordance with Rule 13d-1(b)(1)(ii)(F);
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CUSIP No.452907108 Page 4 of 5
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(g) [ ] Parent Holding Company or Control Person in
accordance with Rule 13d-1(b)(1)(ii)(G);
(h) [ ] Saving Association as defined in Section 3(b) of The
Federal Deposit Insurance Act;
(i) [ ] Church Plan that is excluded from the definition of
an Investment Company under Section 3(c)(14) of the
Investment Company Act;
(j) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
Item 4. Ownership.
(a) Amount beneficially owned: 3,266,692(1)
(b) Percent of Class: 6%(2)
(c) Number of shares as to which such person has:
(i) Sole power to vote or direct the vote: 1,059,748
(ii) Shared power to vote or to direct the vote:
2,206,944
(iii) Sole power to dispose or direct the disposition
of: 1,059,748
(iv) Shared power to dispose or to direct the
disposition of: 2,206,944
Item 5. Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact that as of the date
hereof the reporting person has ceased to be the beneficial owner of more than
five percent of the class of securities, check the following: [ ]
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
Not Applicable
Item 7. Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported on by the Parent Holding Company.
Not Applicable
Item 8. Identification and Classification of Members of the Group.
Not Applicable
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CUSIP No.452907108 Page 5 of 5
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Item 9. Notice of Dissolution of Group.
Not Applicable
Item 10. Certification.
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were not acquired and are not held for
the purpose of or with the effect of changing or influencing the control of the
issuer of the securities and were not acquired and are not held in connection
with or as a participant in any transaction having that purpose or effect.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
February 14, 2005
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(Date)
Deborah S. Orlove
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(Signature)
Deborah S. Orlove
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(Name/Title)
(1) Pursuant to the Securities and Exchange Commission's position set forth in
Southland Corp. (July 8, 1987), 1,000,000 shares held by the David M.
Goldenberg 2004 Grantor Retained Annuity Trust dated August 5, 2004, for
which Deborah S. Orlove is one of four trustees, are excluded.
(2) Based on 54,073,059 shares reported outstanding at February 4, 2005.