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): JANUARY 14, 2003 IMMUNOGEN, INC. (Exact name of registrant as specified in its charter) MASSACHUSETTS 0-17999 04-2726691 (State or other (Commission (IRS Employer jurisdiction of incorporation) File Number) Identification No.) 128 SIDNEY STREET, CAMBRIDGE, MA 02139 (Address of principal executive offices) (Zip Code) REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (617) 995-2500 ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS (c) Exhibits EXHIBIT NO. EXHIBIT ----------- ------- 99.1 Certification of Chief Executive Officer and Chief Financial Officer ITEM 9. REGULATION FD DISCLOSURE In connection with the Amendment to the Quarterly Report on Form 10-Q of ImmunoGen, Inc. (the "Company") for the quarterly period ended December 31, 2001, as filed with the Securities and Exchange Commission concurrently herewith, the Company hereby files the written statement required by Section 906 of the Sarbanes-Oxley Act of 2002. On January 14, 2003, Mitchel Sayare, Chief Executive Officer and President of the Company and Gregg D. Beloff, Chief Financial Officer and Vice President, Finance of the Company, each executed this written statement. A copy of the foregoing written statement is attached hereto as an exhibit and incorporated herein by reference. 2
SIGNATURES 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. IMMUNOGEN, INC. (Registrant) Date: JANUARY 14, 2003 /s/ GREGG D. BELOFF ------------------------------------- Gregg D. Beloff Chief Financial Officer and Vice President, Finance 3
EXHIBIT INDEX EXHIBIT NO. EXHIBIT - ----------- ------- 99.1 Certification of Chief Executive Officer and Chief Financial Officer
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 Amendment to the Quarterly Report on Form 10-Q for the quarter ended December 31, 2001 (the "Form 10-Q") 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-Q fairly presents, in all material respects, the financial condition and results of operations of the Company. Dated: January 14, 2003 /s/ MITCHEL SAYARE ---------------- --------------------------------------- Mitchel Sayare Chief Executive Officer and President Dated: January 14, 2003 /s/ GREGG D. BELOFF ---------------- --------------------------------------- Gregg D. Beloff Chief Financial Officer and Vice President, Finance 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 a separate disclosure document.