ImmunoGen, Inc. Form 8-K


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): February 1, 2006


ImmunoGen, Inc.
(Exact name of registrant as specified in its charter)


 
Massachusetts
0-17999
04-2726691
 
 
(State or other jurisdiction of incorporation)
(Commission File Number)
(IRS Employer Identification No.)
 


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 1.01 Entry into a Material Definitive Agreement

On February 1, 2006, the Compensation Committee of the Board of Directors of ImmunoGen, Inc. (the "Company") recommended to the Company's Board of Directors, and the Board of Directors approved certain changes to the ImmunoGen, Inc. Restated Stock Option Plan (the "Plan"). The amendments provide that in the event of a Change of Control of the Company all options outstanding under the Plan shall become fully vested and immediately exercisable as of the date of the Change of Control. This provision shall apply to all options currently outstanding under the Plan and all new options granted on or after the date of the amendment. This Change of Control provision supersedes the provision currently set forth in the option agreements of certain employees of the Company. Currently, the Company is not involved in any transactions or discussion, that would constitute a change in control.

The Plan defines Change of Control to mean the occurrence of any of the following events:

(i) Change in Ownership. Any “Person” (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended) becomes the “Beneficial Owner” (as defined in Rule 13d-3 under the Act), directly or indirectly, of securities of the Company representing 50% or more of the total voting power represented by the Company’s then outstanding voting securities (excluding for this purpose any such voting securities held by the Company or its affiliates or by any employee benefit plan of the Company) pursuant to a transaction or a series of related transactions which the Board of Directors does not approve; or

(ii) Merger/Sale of Assets. (A) A merger or consolidation of the Company whether or not approved by the Board of Directors, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or the parent of such corporation) at least 50% of the total voting power represented by the voting securities of the Company or such surviving entity or parent of such corporation, as the case may be, outstanding immediately after such merger or consolidation; (B) or the stockholders of the Company approve an agreement for the sale or disposition by the Company of all or substantially all of the Company’s assets; or

(iii) Change in Board Composition. A change in the composition of the Board of Directors, as a result of which fewer than a majority of the directors are Incumbent Directors. “Incumbent Directors” shall mean directors who either (A) are directors of the Company as of February 1, 2006, or (B) are elected, or nominated for election, to the Board of Directors with the affirmative votes of at least a majority of the Incumbent Directors at the time of such election or nomination (but shall not include an individual whose election or nomination is in connection with an actual or threatened proxy contest relating to the election of directors to the Company).

The Plan is attached as Exhibit 10.1 hereto and incorporated herein.

Item 9.01 Financial Statements and Exhibits

(d) The following exhibits are filed with this report:

Exhibit Number   Description

10.1 ImmunoGen, Inc. Restated Stock Option Plan
10.2 Form of Incentive Stock Option Agreement
10.3 Form of Non-Qualified Stock Option Agreement

 

 
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: February 7, 2006   /s/ KARLEEN M. OBERTON
 
Karleen M. Oberton
 
Senior Corporate Controller
(Principal Accounting Officer)
 


3