UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
Form
10-K/A
Amendment
No. 1
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE
ACT OF 1934
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For
the fiscal year ended June 30, 2006
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OR
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE
ACT OF 1934
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For
the transition period from
to
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Commission
file number 0-17999
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ImmunoGen,
Inc.
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Massachusetts
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04-2726691
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(State
or other jurisdiction of incorporation or organization)
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(I.R.S.
Employer Identification No.)
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128
Sidney Street, Cambridge, MA 02139
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(Address
of principal executive offices, including zip code)
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(617)
995-2500
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(Registrant’s
telephone number, including area
code)
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Securities
registered pursuant to Section 12(b) of the Act:
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Title
of Each Class
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Name
of Each Exchange on Which Registered
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Common
Stock, $.01 par value
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The
NASDAQ Stock Market LLC
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Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined
in
Rule 405 of the Securities Act.
oYes ýNo
Indicate
by check mark if the registrant is not required to file reports pursuant to
Section 13 or Section 15(d) of the Act.
oYes ýNo
Indicate
by check mark whether the registrant (1) has filed all reports required to
be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.
ýYes o
No
Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K (§229.405 of this chapter) is not contained herein, and will not
be contained, to the best of registrant’s knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K.
ý
Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, or a non-accelerated filer. See definition of “accelerated
filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check
one):
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Large
accelerated filer o
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Accelerated
filer ý
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Non-accelerated
filer o
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Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act).
o
Yes ýNo
Aggregate
market value, based upon the closing sale price of the shares as reported by
the
NASDAQ Global Market, of voting stock held by non-affiliates at December 31,
2005 $170,836,485 (excludes shares held by executive officers, directors, and
beneficial owners of more than 10% of the Company’s common stock). Exclusion of
shares held by any person should not be construed to indicate that such person
possesses the power, direct or indirect, to direct or cause the direction of
management or policies of the registrant, or that such person is controlled
by
or under common control with the registrant. Common Stock outstanding at August
23, 2006: 41,485,005 shares.
EXPLANATORY
NOTE
This
Amendment No. 1 to our Annual
Report Form 10-K dated August 28, 2006, is being filed to delete in its entirety
the Index to Exhibits in our previously filed Annual Report and insert in its
place the Index to Exhibits set forth below in this Amendment No. 1. The Index
to Exhibits included in this Amendment No. 1 revises certain information set
forth in the Index to Exhibits in our previously filed Annual
Report.
INDEX
TO
EXHIBITS
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Exhibit
No.
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Description
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(3.1)
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Restated
Articles of
Organization(1)
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(3.2)
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Articles
of
Amendment to Restated Articles of Organization(16)
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(3.3)
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By-Laws,
as
amended(2)
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(4.1)
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Article
4 of the
Restated Articles of Organization as amended (See Exhibits 3.1 and
3.2)(1)
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(4.2)
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Form
of Common Stock
Certificate(6)
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(10.1)
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Research
and License
Agreement dated as of May 22, 1981 by and between the Registrant and
Sidney Farber Cancer Institute, Inc. (now Dana-Farber Cancer
Institute, Inc.) with addenda dated as of August 13, 1987 and
August 22, 1989(4)
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(10.2)
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Amended
and Restated
Registration Rights Agreement dated as of December 23, 1988 by and
among the Registrant and various beneficial owners of the Registrant's
securities(4)
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(10.3)
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x
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Restated
Stock
Option Plan(21)
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(10.3.1)
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x
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Form
of Incentive
Stock Option Agreement(21)
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(10.3.2)
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x
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Form
of
Non-Qualified Stock Option Agreement(21)
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(10.4)
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x
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Letter
Agreement
Regarding Employment dated as of October 1, 1987 between the
Registrant and Dr. Walter A. Bl’ttler(4)
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(10.5)
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Lease
dated May 15,
1997 by and between Harry F. Stimpson, III, as trustees, lessor,
and the Registrant, lessee(3)
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(10.6)
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Leases
dated as of
December 1, 1986 and June 21, 1988 by and between James H.
Mitchell, Trustee of New Providence Realty Trust, lessor, and Charles
River Biotechnical Services, Inc. ("Lessee") together with Assignment
of Leases dated June 29, 1989 between Lessee and the
Registrant(6)
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(10.7)
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First
Amendment,
dated as of May 9, 1991, to Lease dated as of June 21, 1988 by and
between James A. Mitchell, Trustee of New Providence Realty Trust,
lessor, and the Registrant(7)
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(10.8)
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Confirmatory
Second
Amendment to Lease dated June 21, 1988 by and between James A.
Mitchell, Trustee of New Providence Realty Trust, lessor, and the
Registrant, Lessee(3)
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(10.9)
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x
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Letter
Agreement
Regarding Compensation of Mitchel Sayare, dated April 29,
1994 (8)
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(10.10)
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Lease
dated as of
December 23, 1992 by and between Massachusetts Institute of Technology,
lessor, and the Registrant, lessee(5)
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(10.11)
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Option
Agreement
dated April 5, 1990 by and between the Registrant and Takeda Chemical
Industries, Ltd.(9)
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(10.12)
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Amendment
to Lease
dated August 31, 1995 between Massachusetts Institute of Technology,
as lessor, and the Registrant, as lessee(10)
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(10.13)
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Letter
Agreement
dated as of June 6, 1996 by and among the Registrant and Capital
Ventures International regarding an amendment to their agreement
dated
March 15, 1996(11)
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(10.14)
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Registration
Agreement dated July 31, 1997 between Apoptosis Technology, Inc. and
the Registrant(3)
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(10.15)
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License
Agreement
dated effective June 1, 1998 by and between the Registrant and
Pharmacia & Upjohn AB*(3)
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(10.16)
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License
Agreement
dated February 1, 1999 between the Registrant and SmithKline Beecham
Corporation*(12)
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(10.17)
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Stock
Purchase
Agreement dated February 1, 1999 between the Registrant and SmithKline
Beecham plc*(12)
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(10.18)
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License
Agreement
dated effective May 2, 2000 by and between the Registrant and Genentech,
Inc.*(13)
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(10.19)
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Heads
of Agreement
dated effective May 2, 2000 by and between the Registrant and Genentech,
Inc.*(13)
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(10.20)
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Development,
Commercialization and License Agreement dated effective May 4, 2000
by and between the Registrant and British Biotech Pharmaceuticals
Limited*(13)
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(10.21)
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Collaboration
and
License Agreement dated as of September 29, 2000 by and between the
Company and MorphoSys AG*(14)
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(10.22)
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Option
and License
Agreement dated September 5, 2000 by and between Abgenix, Inc. and
the
Company*(15)
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(10.23)
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Letter
Agreement for
Stock Purchase dated September 6, 2000 by and between Abgenix, Inc.
and
the Company*(15)
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(10.24)
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Agreement
between
ImmunoGen, Inc. and Millennium Pharmaceuticals, Inc., dated March 30,
2001*(16)
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(10.25)
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Agreement
between
ImmunoGen, Inc. and Raven Biotechnologies, Inc., dated March 28,
2001*(16)
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(10.26)
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Development
and
License Agreement dated effective November 27, 2001 by and between
the Registrant and Boehringer Ingelheim International
GmbH*(18)
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(10.28)
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Termination
of the
Developmental, Commercialization and License Agreement made between
Vernalis (R&D) Limited, dated January 2004*(19)
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(10.29)
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Biopharmaceutical
Development and Services Agreement dated April 16, 2004 by and between
Laureate Pharma, L.P. and the Company*(20)
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(10.30)
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x
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Letter
Agreement
Regarding Employment dated as of April 18, 2005 between the Registrant
and
Mr. Daniel M. Junius(25)
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(10.31)
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Process
Development
Agreement between the Registrant and Genentech, Inc., dated as of
May 3,
2006*(26)
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(10.32)
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Amendment
to License
Agreement for Anti-HER2 Antibodies between the Registrant and Genentech,
dated as of May 3, 2006*(26)
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(10.33)
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x
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2004
Non-Employee
Director Compensation and Deferred Share Unit Plan(20)
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(10.34)
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x
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Separation
Agreement
with Virginia A. Lavery, dated October 22, 2004(22)
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(10.35)
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x
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Offer
Letter issued
to Christopher U. Missling, Ph.D., dated September 27,
2004(22)
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(10.36)
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Sublease
Agreement
by and between the Registrant and Alkermes, Inc., dated as of September
15, 2004(22)
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(10.37)
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Development
and
License Agreement by and between the Registrant and Biogen Idec,
Inc.,
dated October 1, 2004(23)
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(10.38)
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Development
and
License Agreement by and between the Registrant and Centocor, Inc.,
dated
December 23, 2004(23)
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(10.39)
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x
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Separation
Agreement
with Christopher Missling, Ph.D., dated January 5, 2005
(24)
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(21)
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Subsidiaries
of the
Registrant (26)
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(23)
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Consent
of Ernst
& Young LLP(26)
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(31.1)
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Certification
of
Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002, filed herewith
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(31.2)
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Certification
of
Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002, filed herewith
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(32)
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Certification
Pursuant to Section 906 of the Sarbanes-Oxley Act of
2002(26)
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2
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(1)
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Previously
filed
with the Commission as Exhibits to, and incorporated then herein
by
reference from, the Registrant’s Registration Statement on Form S-1, File
No. 33-38883.
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(2)
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Previously
filed
with the Commission as Exhibit 3.1, and incorporated herein by reference
from, the Registrant’s current report on Form 8-K, filed on November 4,
2005.
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(3)
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Previously
filed
with the Commission as an exhibit to, and incorporated herein by
reference
from, the Registrant's annual report on Form 10-K for the year ended
June 30, 1997.
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(4)
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Previously
filed
with the Commission as Exhibits to, and incorporated herein by reference
from, the Registrant's Registration Statement on Form S-1, File
No. 33-31219.
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(5)
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Previously
filed
with the Commission as Exhibits to, and incorporated herein by reference
from, the Registrant's quarterly report on Form 10-Q for the quarter
ended December 31, 1992.
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(6)
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Previously
filed
with the Commission as Exhibit No. 10.10 to, and incorporated herein
by reference from, the Registrant's Registration Statement on
Form S-1, File No. 33-31219.
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(7)
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Previously
filed
with the Commission as Exhibit No. 10.10a to, and incorporated herein
by reference from, the Registrant's Registration Statement on
Form S-1, File No. 33-43725, as amended.
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(8)
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Previously
filed
with the Commission as Exhibits to, and incorporated herein by reference
from the Registrant's annual report on Form 10-K for the year ended
June 30, 1994.
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(9)
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Previously
filed
with the Commission as Exhibit No. 10.15 to, and incorporated herein
by reference from, the Registrant's Registration Statement on
Form S-1, File No. 33-38883.
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(10)
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Previously
filed as
Exhibit 10.26 to the Registrant's Annual Report on Form 10-K for the
fiscal year ended June 30, 1995, and incorporated herein by
reference.
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(11)
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Previously
filed as
Exhibit 10.29 to the Registrant’s Current Report on Form 8-K for the June
6, 1996 event, and incorporated herein by reference.
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(12)
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Previously
filed as
an exhibit to, and incorporated herein by reference from, the Registrant’s
quarterly report on Form 10-Q for the quarter ended December 31,
1998.
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(13)
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Previously
filed as
an exhibit to, and incorporated herein by reference from, the Registrant's
annual report on Form 10-K for the fiscal year ended June 30,
2000.
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(14)
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Previously
filed as
an exhibit to, and incorporated herein by reference from, the Registrant's
current report on Form 8-K filed October 10,
2000.
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(15)
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Previously
filed as
an exhibit to, and incorporated herein by reference from, the Registrant's
current report on Form 8-K/A filed October 10,
2000.
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(16)
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Previously
filed as
an exhibit to, and incorporated herein by reference from, the Registrant's
quarterly report on Form 10-Q for the fiscal quarter ended
March 31, 2001.
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(17)
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Previously
filed as
an exhibit to, and incorporated herein by reference from, the Registrant’s
Registration Statement on Form S-8, File No. 33-75372
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(18)
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Previously
filed as
an exhibit to, and incorporated herein by reference from, the Registrant's
quarterly report, as amended on Form 10-Q/A for the fiscal quarter
ended December 31, 2001.
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(19)
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Previously
filed as
an exhibit to, and incorporated herein by reference from, the Registrant’s
quarterly report on Form 10-Q for the fiscal quarter ended March
31,
2004.
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(20)
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Previously
filed as
an exhibit to, and incorporated herein by reference from, the Registrant’s
annual report on Form 10-K for the fiscal year ended June 30, 2004,
and
incorporated herein by reference.
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(21)
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Previously
filed as
an exhibit to the Registrant’s current report on Form 8-K filed on
February 7, 2006.
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(22)
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Previously
filed as
an exhibit to, and incorporated herein by reference from the Registrant’s
quarterly report on Form 10-Q for the fiscal quarter ended September
30,
2004.
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(23)
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Previously
filed as
an exhibit to, and incorporated herein by reference from, the Registrant’s
quarterly report on Form 10-Q for the fiscal quarter ended December
31,
2004.
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(24)
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Previously
filed as
an exhibit to, and incorporated herein by reference from, the Registrant’s
quarterly report , as filed with the 10-Q for the quarter ended March
30,
2005.
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(25)
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Previously
filed as
an exhibit to, and incorporated herein by reference from, the Registrant’s
annual report on Form 10-K for the fiscal year ended June 30, 2005,
and
incorporated herein by reference.
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(26)
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Previously
filed as
an exhibit to, and incorporated herein by reference from, the Registrant’s
annual report on Form 10-K for the fiscal year ended June 30, 2006,
and
incorporated herein by reference.
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(x)
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Exhibit
is a
management contract or compensatory plan, contract or arrangement
required
to be filed as an exhibit to Form 10-K.
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(*)
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The
Registrant has filed a confidential treatment request with the Commission
with respect to this document.
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3
SIGNATURES
Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed on its behalf
by
the undersigned, thereunto duly authorized.
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IMMUNOGEN,
INC.
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By:
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/s/
MITCHEL SAYARE
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Mitchel
Sayare
Chairman
of the Board and Chief Executive Officer
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Dated:
September 11, 2006
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Pursuant
to the requirements of the Securities Exchange Act of 1934, this report has
been
signed below by the following persons on behalf of the Registrant in the
capacities and on the dates indicated.
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Signature
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Title
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Date
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/s/
MITCHEL SAYARE
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Chairman
of the Board of Directors, Chief Executive Officer and
President
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September
11, 2006
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Mitchel
Sayare
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(Principal
Executive Officer)
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/s/
DANIEL M. JUNIUS
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Executive
Vice President and Chief Financial Officer (Principal Financial
Officer)
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September
11, 2006
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Daniel
M. Junius
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4
EXHIBIT
31.1
CERTIFICATIONS
I,
Mitchel
Sayare, certify that:
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1.
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I
have reviewed this amendment No. 1 to the annual report of ImmunoGen,
Inc.;
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2.
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Based
on my knowledge, this report does not contain any untrue statement
of a
material fact or omit to state a material fact necessary to make
the
statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this
report;
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3.
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Based
on my knowledge, the financial statements, and other financial information
included in this report, fairly present in all material respects
the
financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this report;
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4.
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The
registrant’s other certifying officer(s) and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal
control over financial reporting (as defined in Exchange Act Rules
13a-15(f) and 15d-15(f)) for the registrant and
have:
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a)
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designed
such disclosure controls and procedures, or caused such disclosure
controls and procedures to be designed under our supervision, to
ensure
that material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this report is
being
prepared;
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b)
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designed
such internal control over financial reporting, or caused such internal
control over financial reporting to be designed under our supervision,
to
provide reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting
principles;
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c)
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evaluated
the effectiveness of the registrant’s disclosure controls and procedures
and presented in this report our conclusions about the effectiveness
of
the disclosure controls and procedures, as of the end of the period
covered by this report based on such evaluation; and
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d)
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disclosed
in this report any change in the registrant's internal control over
financial reporting that occurred during the registrant's most recent
fiscal quarter (the registrant's fourth fiscal quarter in the case
of an
annual report) that has materially affected, or is reasonably likely
to
materially affect, the registrant's internal control over financial
reporting; and
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5.
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The
registrant’s other certifying officer(s) and I have disclosed, based on
our most recent evaluation of internal control over financial reporting,
to the registrant’s auditors and the audit committee of the registrant’s
board of directors (or persons performing the equivalent
functions):
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a)
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all
significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are
reasonably likely to adversely affect the registrant’s ability to record,
process, summarize and report financial information;
and
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b)
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any
fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant’s internal control
over financial reporting.
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Date:
September 11, 2006
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/s/
Mitchel Sayare
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Mitchel
Sayare
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Chairman
of the Board of Directors,
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Chief
Executive Officer and
President
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EXHIBIT
31.2
CERTIFICATIONS
I,
Daniel
M. Junius, certify that:
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1.
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I
have reviewed this amendment No. 1 to the annual report of ImmunoGen,
Inc.;
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2.
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Based
on my knowledge, this report does not contain any untrue statement
of a
material fact or omit to state a material fact necessary to make
the
statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this
report;
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3.
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Based
on my knowledge, the financial statements, and other financial information
included in this report, fairly present in all material respects
the
financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this report;
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4.
|
The
registrant’s other certifying officer(s) and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal
control over financial reporting (as defined in Exchange Act Rules
13a-15(f) and 15d-15(f)) for the registrant and
have:
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|
a)
|
designed
such disclosure controls and procedures, or caused such disclosure
controls and procedures to be designed under our supervision, to
ensure
that material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this report is
being
prepared;
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b)
|
designed
such internal control over financial reporting, or caused such internal
control over financial reporting to be designed under our supervision,
to
provide reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting
principles;
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c)
|
evaluated
the effectiveness of the registrant’s disclosure controls and procedures
and presented in this report our conclusions about the effectiveness
of
the disclosure controls and procedures, as of the end of the period
covered by this report based on such evaluation; and
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d)
|
disclosed
in this report any change in the registrant's internal control over
financial reporting that occurred during the registrant's most recent
fiscal quarter (the registrant's fourth fiscal quarter in the case
of an
annual report) that has materially affected, or is reasonably likely
to
materially affect, the registrant's internal control over financial
reporting; and
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5.
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The
registrant’s other certifying officer(s) and I have disclosed, based on
our most recent evaluation of internal control over financial reporting,
to the registrant’s auditors and the audit committee of the registrant’s
board of directors (or persons performing the equivalent
functions):
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a)
|
all
significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are
reasonably likely to adversely affect the registrant’s ability to record,
process, summarize and report financial information;
and
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|
b)
|
any
fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant’s internal control
over financial reporting.
|
Date:
September 11, 2006
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/s/
Daniel M. Junius
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Daniel
M. Junius
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|
Executive
Vice President and Chief Financial
Officer
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