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): May 9, 2005

 

 

ImmunoGen, Inc.

(Exact name of registrant as specified in its charter)

 

 

 

 

128 Sidney Street, Cambridge, MA 02139

(Address of principal executive offices)   (Zip Code)

 

 

Registrant’s telephone number, including area code: (617) 995-2500

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

        o    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

        o    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

        o    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

        o    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

ITEM 5.02. DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS.

 

(a) and (b): Not applicable.

(c):

 

On May 9, 2005, ImmunoGen, Inc. (Nasdaq: IMGN) announced the appointment of Mr. Daniel M. Junius to the position of Chief Financial Officer and Senior Vice President, Finance. Mr. Junius, age 52, brings to ImmunoGen over two decades of experience in financial management and business strategy, including nearly ten years as Chief Financial Officer at two NYSE-listed companies. Mr. Junius served as Executive Vice President and Chief Financial Officer of New England Business Service (NEBS) from 1998 until 2004. Prior to NEBS, Mr. Junius was Vice President and Chief Financial Officer at Nashua Corporation, which he joined in 1984 and held financial management positions of increasing responsibility before becoming Chief Financial Officer in 1996. Mr. Junius has entered into no transactions with ImmunoGen of the kind that would require disclosure under Item 404(a) of Regulation S-K.

 

Mr. Junius’ base salary will initially be at a rate of $300,000 per year. Mr. Junius will be awarded a grant of 200,000 stock options which will vest at a rate of 25 percent per year for four years beginning on the first anniversary of his effective date of employment with ImmunoGen. The per share exercise price for these options will be the closing sale price of the Company’s common stock on the effective date of employment. Mr. Junius will also be eligible for an annual cash bonus of up to 35% of his annual salary. Additionally, Mr. Junius is entitled to receive severance payments in an amount equal to twelve (12) months of his annual base salary in effect immediately prior to termination, in the event that his employment is terminated by the Company without cause.

 

In light of Mr. Junius’ appointment to serve as the Company’s Chief Financial Officer and Senior Vice President, Finance, Ms. Karleen M. Oberton, the Company’s Senior Corporate Controller, will no longer serve in the position of Principal Financial Officer.  She will continue to serve as the Company’s Principal Accounting Officer.

 

(d) Not applicable.

 

 

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS

 

                                                                                                    Exhibit No.                                    & #160;             Exhibit

 

99.1                                                                    Press Release of ImmunoGen, Inc. dated May 9, 2005

 

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: May 9, 2005		/s/ Karleen M. Oberton
		Karleen M. Oberton
		Senior Corporate Controller
		(Principal Accounting Officer)

 

3

Exhibit 99.1

 

 

128 Sidney Street, Cambridge, MA 02139-4239

TEL: (617) 995-2500   FAX: (617) 995-2510

 

Contacts:

Investors  Carol Hausner  Executive Director, Investor Relations and  Corporate Communications  Tel: (617) 995-2500  info@immunogen.com

Media Tony Loke Rx Communications Group, LLC Tel:  (917) 322-2164 tloke@rxir.com

 

For Immediate Release

ImmunoGen, Inc. Announces Appointment of Daniel M. Junius
as Chief Financial Officer

CAMBRIDGE, MA, May 9, 2005 — ImmunoGen, Inc. (Nasdaq: IMGN) is pleased to announce the appointment of Daniel M. Junius to the position of Chief Financial Officer and Senior Vice President, Finance, effective today. Mr. Junius brings to ImmunoGen over two decades of experience in financial management and business strategy, including nearly ten years as Chief Financial Officer at two NYSE-listed companies.

 

Mitchel Sayare, PhD, Chairman and CEO, commented, “We’re delighted to have Dan join our management team. He has an established record of building corporate value — both operationally and strategically — as well as a strong background in financial management and controls. This is especially critical in today’s business environment. We’re confident that Dan’s expertise and perspective will be highly complementary to our Team.”

 

Mr. Junius, age 52, was Executive Vice President and Chief Financial Officer of New England Business Service (NEBS) from 1998 until its acquisition by Deluxe Corporation in 2004, and helped drive acquisitions and strategic investments that enhanced the company’s value. Prior to NEBS, he was Vice President and Chief Financial Officer of Nashua Corporation, where he helped reposition the company into higher-growth businesses. Mr. Junius joined Nashua Corporation in 1984 and held financial management positions of increasing responsibility before becoming Chief Financial Officer in 1996. He has a Bachelor of Arts from Boston College and a Masters in Management from Northwestern University’s Kellogg School of Management.

 

About ImmunoGen, Inc.

ImmunoGen, Inc. develops targeted anticancer biopharmaceuticals. The Company’s proprietary Tumor-Activated Prodrug (TAP) technology uses tumor-targeting antibodies to deliver a potent, cell-killing agent specifically to cancer cells. ImmunoGen is advancing its wholly-owned TAP compounds, huN901-DM1 and huC242-DM4. Centocor, Biogen Idec, Genentech, the sanofi-aventis Group, Millennium Pharmaceuticals, Inc., Boehringer Ingelheim, and Abgenix have licensed the right to

 

 

develop or test TAP compounds to specific targets; ImmunoGen also has a broader collaboration with the sanofi-aventis Group.

 

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