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): November 14, 2006
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
jurisdiction of incorporation)
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(Commission
File
Number)
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(IRS
Employer
Identification No.)
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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 Certain Officers; Election of Directors; Appointment
of Certain Officers; Compensatory Arrangements of Certain
Officers.
(e)
On
November 14, 2006, the
shareholders of ImmunoGen, Inc. (the Company), approved at the Company’s 2006
Annual Meeting of Shareholders, the adoption of a new equity compensation plan,
the ImmunoGen, Inc. 2006 Employee, Director and Consultant Equity Compensation
Plan (the “2006 Plan”), which allows for the issuance of up to 2,500,000
additional shares of our common stock pursuant to awards granted under the
2006
Plan. The 2006 Plan will allow the Company to make grants of stock options,
restricted and unrestricted stock awards and other stock-based awards to
employees, consultants and directors. Other stock-awards include, but are not
limited to, stock appreciation rights, phantom stock awards, and deferred stock
units. The Company intends to issue shares of its common stock under the 2006
Plan to its non-employee directors upon redemption of deferred share units
that
have been or may in the future be issued to the Company’s non-employee directors
pursuant to the terms of its 2004 Non-Employee Director Compensation and
Deferred Share Unit Plan, as amended. The 2006 Plan expires on September 4,
2016.
Under
the terms of the
Company’s option agreements, options may not be exercised unless they are
vested, and no option may be exercised after the end of the term set forth
in
the award agreement, which is generally ten years. The Company’s form of stock
option agreements provide that stock options will be exercisable for three
months after termination of service for any reason other than death or total
and
permanent disability, and for 12 months after termination of service on account
of death or total and permanent disability. Options, however, will not be
exercisable if the termination of service was due to cause.
In
the event of a Change
of Control (as defined in the 2006 Plan) all of the shares which are not then
vested under options issued to executives shall become fully vested and
immediately exercisable as of the date of the Change of Control. In addition,
with regard to restricted stock issued to executives, the Company’s lapsing
forfeiture right shall terminate, and the executives’ ownership of all granted
shares then owned by the executives shall become vested upon a Change of
Control.
The
2006 Plan, the Form of
Incentive Stock Option Agreement, the Form of Non-Qualified Stock Option
Agreement, the Form of Incentive Stock Option Agreement for Executives, the
Form
of Non-Qualified Stock Option Agreement for Executives, the Form of Restricted
Stock Agreement for Non-Executives, the Form of Restricted Stock Agreement
for
Directors and the Form of Restricted Stock Certificate for Executives under
the
2006 Plan were filed as exhibits to the Company’s Registration Statement on Form
S-8, which was filed with the Securities and Exchange Commission on November
15,
2006.
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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:
November 15, 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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