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