- Current report filing (8-K)
04 December 2010 - 12:44AM
Edgar (US Regulatory)
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):
December 1, 2010
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.)
|
830 Winter Street, Waltham,
MA 02451
(Address of principal executive
offices) (Zip Code)
Registrants telephone number, including
area code:
(781) 895-0600
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
(a) (d) Not applicable.
(e) On December 1, 2010, ImmunoGen, Inc.
(the Company) entered into amended severance agreements with each of its
executive officers (collectively, the Severance Agreements). A summary of the material terms and
conditions of the Severance Agreements is set forth below.
Each Severance Agreement provides for certain
benefits in the event of a change in control of the Company. A change in control includes:
·
a merger or consolidation of the Company, whether or not approved by the
Board of Directors, which results in the Companys shareholders no longer
controlling at least 50% of the voting power represented by the voting
securities of the Company or the surviving entity or parent of such
corporation;
·
ownership by a person of more than 50% of the voting power represented
by the Companys then outstanding voting securities in one or more transactions not approved by
the Board of Directors; or
·
a change in a majority of the Board composition not approved by the
incumbent directors.
If, within two years after a change in control of
the Company, the executives employment is terminated (1) by the Company
other than for cause or disability (as those terms are defined in the Severance
Agreements) or (2) by the executive for good reason (as defined in the
Severance Agreements), the Company has agreed to provide the executive with the
following benefits:
·
payment of the executives target annual bonus for the fiscal year in
which such termination occurs at 100% of such target annual bonus, pro-rated by
the number of calendar days in which the executive is employed by the Company
during the applicable year, and less any amount of the target annual bonus for
the applicable year previously paid to the executive;
·
payment of a lump sum payment from the Company in an amount equal to one
and one-half times (two times, in the case of the President and Chief Executive
Officer) the executives annual base salary;
·
vesting of 100% of all outstanding options, restricted stock and other
similar rights held by the executive; and
·
if the executive elects to continue medical insurance coverage in
accordance with COBRA, payment of a taxable amount on a monthly basis equal to
the executives COBRA coverage premium for up to 18 months (24 months in the
case of the President and Chief Executive Officer).
The Severance Agreements provide for a reduction of
the payments or benefits described above to a level where the executive would
not be subject to the excise tax pursuant to
2
section 4999 of the Internal Revenue Code of
1986, as amended, but only if such reduction would put the executive in a
better after-tax position than if the payments and benefits were paid in full.
The Severance Agreements for each executive officer
continue in effect through December 1, 2012, subject to automatic one-year
extensions thereafter unless notice is given of the Companys or the executives
intention not to extend the term of the agreement; provided, however, that the
Severance Agreements continue in effect for 24 months following a change in
control that occurs during the term of the agreement. Except as otherwise provided in the Severance
Agreements, the Company and each executive may terminate the executives
employment at any time. Each Severance
Agreement has no further force and effect if either party terminates the
executives employment before a change in control, except that any such
termination by the Company other than for cause or disability, or by the
executive for good reason, during the two-month period before a change in
control of the Company will entitle the executive to the severance benefits
described above.
At the time the Company entered into the Severance
Agreements with the above-mentioned executive officers, it was not in any
discussions which, if continued to their conclusion, would result in an event
that would constitute a change in control.
(f) Not applicable.
3
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: December 3, 2010
|
/s/ Gregory D. Perry
|
|
|
|
Gregory D. Perry
|
|
Senior Vice President and Chief Financial Officer
|
4
ImmunoGen (NASDAQ:IMGN)
Historical Stock Chart
From Jun 2024 to Jul 2024
ImmunoGen (NASDAQ:IMGN)
Historical Stock Chart
From Jul 2023 to Jul 2024