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): September 19, 2002 IMMUNOGEN, INC. (Exact name of registrant as specified in its Charter) Massachusetts 0-17999 04-2726691 (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 128 Sidney Street, Cambridge, Massachusetts 02139 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (617) 995-2500
ITEM 9. REGULATION FD DISCLOSURE On September 19, 2002, the Registrant filed its Annual Report on Form 10-K for the fiscal year ended June 30, 2002 with the Securities and Exchange Commission. In connection with the filing of the Form 10-K, attached hereto as exhibits are certifications of the Registrant's Chief Executive Officer and Chief Financial Officer, as required by 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. These certifications are being furnished herewith solely to accompany the Form 10-K, pursuant to 18 U.S.C. Section 1350, are not being filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended and are not to be incorporated by reference into any of the Registrant's filings with the Securities and Exchange Commission, whether filed prior to or after the furnishing of these certifications, regardless of any general or specific incorporation language in any such filing. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS (c) Exhibits. 99.1 Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Subsections (a) and (b) of Section 1350, Chapter 63 of Title 18, United States Code) SIGNATURE 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 hereto duly authorized. ImmunoGen, Inc. (Registrant) Date: September 19, 2002 /S/ GREGG D. BELOFF ------------------------------- Gregg D. Beloff Chief Financial Officer and Vice President
EXHIBIT 99.1 CERTIFICATION PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 (SUBSECTIONS (a) AND (b) OF SECTION 1350, CHAPTER 63 OF TITLE 18, UNITED STATES CODE) Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Subsections (a) and (b) of Section 1350, Chapter 63 of Title 18, United States Code), each of the undersigned officers of ImmunoGen, Inc., a Massachusetts corporation (the "Company"), does hereby certify, to such officer's knowledge, that: The Annual Report on Form 10-K for the year ended June 30, 2002 (the "Form 10-K") of the Company fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, and the information contained in the Form 10-K fairly presents, in all material respects, the financial condition and results of operations of the Company. Dated: September 19, 2002 /s/ MITCHEL SAYARE ----------------------------------- Mitchel Sayare, Chairman of the Board of Directors, Chief Executive Officer and President [principal executive officer] Dated: September 19, 2002 /s/ GREGG D. BELOFF ----------------------------------- Gregg D. Beloff, Vice President and Chief Financial Officer [principal financial officer] The foregoing certification is being furnished solely pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Subsections (a) and (b) of Section 1350, Chapter 63 of Title 18, United States Code) and is not being filed as part of a separate disclosure document.