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): June 9, 2005
ImmunoGen, Inc.
(Exact name of registrant as specified in its charter)
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Massachusetts |
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0-17999 |
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04-2726691 |
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(State or other |
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(Commission |
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(IRS Employer |
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jurisdiction of |
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File Number) |
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Identification No.) |
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incorporation) |
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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) (b) and (c): Not applicable.
(d):
On June 9, 2005, ImmunoGen, Inc. (Nasdaq: IMGN) announced the addition of Nicole Onetto, MD, to the Company’s Board of Directors. Dr. Onetto has over fifteen years of clinical drug development experience, with a focus on cancer drugs. Dr. Onetto was most recently Executive Vice President and Chief Medical Officer of OSI Pharmaceuticals. She led clinical research in positions of increasing responsibility at OSI Pharmaceuticals, Gilead Sciences, NeXstar Pharmaceuticals, Bristol-Myers Squibb, Immunex, and Hoechst (now sanofi-aventis).
In accordance with the ImmunoGen, Inc. 2004 Non-Employee Director Compensation and Deferred Share Unit Plan, during the first year of service Dr. Onetto will be entitled to receive an annual retainer of (1) $25,000 per year, payable quarterly in arrears, and (2) $40,000 of deferred share units vesting ratably over twelve months based upon the closing price of ImmunoGen common stock on June 9, 2005. Thereafter, the portion of the annual retainer composed of deferred share units will be reduced to $20,000, vesting ratably over twelve months based upon the closing price of ImmunoGen common stock on the last day of the prior fiscal year.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
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Exhibit No. |
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Exhibit |
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99.1 |
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Press Release of ImmunoGen, Inc. dated June 9, 2005 |
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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.
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ImmunoGen, Inc. |
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(Registrant) |
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Date: June 9, 2005 |
/s/ Karleen M. Oberton |
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Karleen M. Oberton |
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Senior Corporate Controller |
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(Principal Accounting Officer) |
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Exhibit 99.1
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128 Sidney Street, Cambridge, MA 02139-4239 |
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TEL: (617) 995-2500 |
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FAX: (617) 995-2510 |
Contacts: |
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Investors |
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Media |
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Carol Hausner |
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Tony Loke |
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Executive Director, Investor Relations and |
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Rx Communications Group, LLC |
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Corporate Communications |
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Tel: (917) 322-2164 |
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Tel: (617) 995-2500 |
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tloke@rxir.com |
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info@immunogen.com |
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For Immediate Release
ImmunoGen, Inc. Announces Addition of Nicole Onetto, MD,
to the Board of Directors
CAMBRIDGE, MA, June 9, 2005 – ImmunoGen, Inc. (Nasdaq: IMGN) is pleased to announce the addition of Nicole Onetto, MD, to the Company’s Board of Directors. Dr. Onetto has over fifteen years of clinical drug development experience – with a focus on cancer drugs – gained at leading biotechnology and pharmaceutical companies.
Mitchel Sayare, Ph.D., Chairman and CEO, commented, “We are delighted to have Nicole join our Board. She brings a medical perspective to the Board, as well as complementary experience in drug development. Nicole’s addition reflects the growing significance of clinical development to ImmunoGen.”
Dr. Onetto was most recently Executive Vice President and Chief Medical Officer of OSI Pharmaceuticals. She led clinical research in positions of increasing responsibility at OSI Pharmaceuticals, Gilead Sciences, NeXstar Pharmaceuticals, Bristol-Myers Squibb, Immunex, and Hoechst (now sanofi-aventis). Her positions have focused primarily on the successful development of cancer drugs, including Taxol® and Tarceva™. Dr. Onetto has a Bachelor of Arts degree from the Academy of Paris, France, a Doctor of Medicine degree from the University of Paris V, France, and a Masters of Science degree in pharmacology from the University of Montreal, Canada.
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.
Taxol® is a registered trademark of Bristol-Myers Squibb Company; Tarceva™ is a trademark of OSI Pharmaceuticals.