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| IMGN > SEC Filings for IMGN > Form 8-K on 18-Jun-2009 | All Recent SEC Filings |
18-Jun-2009
Entry into a Material Definitive Agreement, Other Events, Financial Statements and
On June 18, 2009, ImmunoGen, Inc. (the "Company") entered into an underwriting agreement (the "Underwriting Agreement") with Oppenheimer & Co. Inc. as representative of the underwriters (the "Underwriters"), related to a public offering of 5,000,000 shares of the Company's common stock, par value $.01 per share (the "Common Stock"), at a price of $7.00 per share less the underwriting commission (the "Offering"). The Offering is expected to close on June 23, 2009, subject to the satisfaction of customary closing conditions. The net proceeds to the Company are expected to be approximately $33.0 million after deducting estimated expenses associated with the Offering. Under the terms of the Underwriting Agreement, the Company has granted the Underwriters an option, exercisable for 30 days, to purchase up to an additional 750,000 shares of Common Stock to cover over-allotments, if any, at the same price.
The Offering is being made pursuant to a prospectus supplement dated June 18, 2009 and an accompanying prospectus dated August 13, 2007, pursuant to the Company's existing effective shelf registration statement on Form S-3 (File No. 333-144488), which was filed with the Securities and Exchange Commission (the "Commission") on July 11, 2007 and declared effective by the Commission on August 13, 2007.
The Underwriting Agreement contains customary representations, warranties, and agreements by the Company, and customary conditions to closing, indemnification obligations of the Company and the Underwriters, including for liabilities under the Securities Act of 1933, as amended, other obligations of the parties, and termination provisions.
A copy of the opinion of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. relating to the legality of the issuance and sale of the shares in the Offering is attached as Exhibit 5.1 hereto. A copy of the Underwriting Agreement is filed herewith as Exhibit 1.1 and is incorporated herein by reference. The foregoing description of the Offering by the Company and the documentation related thereto does not purport to be complete and is qualified in its entirety by reference to such Exhibits.
On June 18, 2009, the Company issued a press release announcing that it had priced the public offering described in Item 1.01 of this Current Report on Form 8-K. The Company's press release is filed as Exhibit 99.1 to this Report and is incorporated herein by reference.
(d) The following exhibits are being filed herewith:
Exhibit
No. Exhibit
1.1 Underwriting Agreement dated June 18, 2009 by and among ImmunoGen,
Inc. and Oppenheimer & Co. Inc. as representative of the underwriters
5.1 Opinion of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
23.1 Consent of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. (included in the opinion filed as Exhibit 5.1)
99.1 Press release of ImmunoGen, Inc. dated June 18, 2009
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