As filed with the Securities and Exchange Commission on October 24, 2012
Registration Statement No. 333-184377
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Amendment No. 1
to
FORM S-3
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
IMMUNOMEDICS, INC.
(Exact name of registrant as specified in its charter)
Delaware | 61-1009366 | |
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
300 The American Road
Morris Plains, New Jersey 07950
Tel: (973) 605-8200 Fax: (973) 605-8282
(Address, including zip code, and telephone number, including area code, of registrants principal executive offices)
Cynthia L. Sullivan
President and Chief Executive Officer
Immunomedics, Inc.
300 The American Road
Morris Plains, New Jersey 07950
Tel: (973) 605-8200 Fax: (973) 605-8282
(Name, address, including zip code, and telephone number including area code, of agents for service)
Copies to:
Andrew P. Gilbert, Esq.
DLA Piper LLP (US)
300 Campus Drive, Suite 100
Florham Park, New Jersey 07932
(973) 520-2550
Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this registration statement.
If the only securities being registered on this form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. ¨
If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, as amended, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. x
If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨
If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨
If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ¨
If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer | ¨ | Accelerated filer | x | |||
Non-accelerated filer | ¨ (Do not check if a smaller reporting company) | Smaller reporting company | ¨ |
The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act or until the registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.
EXPLANATORY NOTE
This Amendment No. 1 to the Registration Statement on Form S-3 (File No. 333-184377) (the Registration Statement) of Immunomedics, Inc. is being filed solely to re-file Exhibit 23.1 to the Registration Statement. Accordingly, this Amendment No. 1 consists solely of the facing page, this explanatory note, Item 16 of Part II of the Registration Statement, Exhibit 23.1 and the signature page. This Amendment No. 1 does not modify any provision of the Registration Statement except as specifically noted herein.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 16. Exhibits
The exhibits to this Registration Statement are listed in the Exhibit Index to this Registration Statement, which Exhibit Index is incorporated herein by reference.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Amendment No. 1 to Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Morris Plains, New Jersey on October 24, 2012.
IMMUNOMEDICS, INC. | ||
By: | /s/ Cynthia L. Sullivan | |
Cynthia L. Sullivan | ||
President and Chief Executive Officer | ||
(Principal Executive Officer) |
Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
SIGNATURE |
TITLE |
DATE | ||
* |
Chairman of the Board | October 24, 2012 | ||
David M. Goldenberg | ||||
/s/ Cynthia L. Sullivan |
President and Chief Executive Officer (Principal | October 24, 2012 | ||
Cynthia L. Sullivan | Executive Officer) | |||
/s/ Gerard G. Gorman |
Senior Vice President, Finance and Chief Financial | October 24, 2012 | ||
Gerard G. Gorman | Officer |
|||
(Principal Financial and Accounting Officer) |
||||
* |
Director | October 24, 2012 | ||
Morton Coleman | ||||
* |
Director | October 24, 2012 | ||
Marcella LoCastro | ||||
* |
Director | October 24, 2012 | ||
Brian A. Markison | ||||
* |
Director | October 24, 2012 | ||
Mary E. Paetzold | ||||
* |
Director | October 24, 2012 | ||
Don C. Stark |
* | The undersigned does hereby sign this Amendment No. 1 to Registration Statement on behalf of the above indicated director of Immunomedics, Inc. pursuant to a power of attorney executed by such director. |
By: | /s/ Gerard G. Gorman | |
Gerard G. Gorman | ||
Attorney-in-Fact |
EXHIBIT INDEX
Exhibit No. |
Description | |
1.1 | Form of Underwriting Agreement* | |
5.1 | Opinion of DLA Piper LLP (US)*** | |
23.1 | Consent of Ernst & Young LLP, Independent Auditors** | |
23.2 | Consent of DLA Piper LLP (US) (included in Exhibit 5.1)*** | |
24.1 | Powers of Attorney*** |
* | To be filed, if necessary, by amendment as an exhibit to a report pursuant to Sections 13(a), 13(c) or 15(d) of the Exchange Act or subsequent Current Report on Form 8-K. |
** | Filed herewith. |
*** | Previously filed. |