SEC Info - Immunomedics Inc - ‘PRES14A’ for 3/23/98

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Immunomedics Inc – ‘PRES14A’ for 3/23/98

As of: Friday, 1/22/99 · For: 3/23/98 · Accession #: 722830-99-1 · File #: 0-12104

  As Of                Filer                Filing    For·On·As Docs:Size

 1/22/99  Immunomedics Inc                  PRES14A     3/23/98    1:32K

Preliminary Proxy Solicitation Material — Special Meeting — Schedule 14A
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: PRES14A     Preliminary Proxy Solicitation Material -- Special    11     51K 
                          Meeting                                                

PRES14A 1st Page of 11 TOC ↑Top Previous Next ↓Bottom Just 1st
 
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
(Amendment No.       )
Filed by the Registrant |X|                                                     
Filed by a Party other than the Registrant |_|                                  
check the appropriate box:                                                      
|X| Preliminary Proxy Statement                                                 
|_| Confidential, for Use of the Commission Only                                
(as permitted by Rule 14a-6(e)(2))                                      
|_| Definitive Proxy Statement                                                  
|_| Definitive  Additional  Materials                                           
|_| Soliciting Material Pursuant to ss.240.14a-11(c) or ss.240.14a-12           

Immunomedics, Inc.
(Name of Registrant as Specified In Its Charter)

 (Name of Person(s) Filing Proxy Statement if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):                              

|X|  No fee required.                                                           

|_| Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.    

    1) Title of each class of securities to which transaction applies:

 2) Aggregate number of securities to which transaction applies:

         3) Per unit price or other  underlying  value of  transaction  computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee
is calculated and state how it was determined):                                 

4) Proposed maximum aggregate value of transaction:           

5) Total fee paid:                                            

|_|  Fee paid previously with preliminary materials.                            
|_|  Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2)  and  identify  the filing  for  which  the  offsetting  fee was paid
previously.  Identify the previous  filing by registration statement number,  or
the Form or Schedule and the date of its filing.                                
1) Amount previously paid:                                    

2) Form, Schedule or Registration Statement No.:              

3) Filing Party:                                              

4) Date Filed:                                                

PRES14A 2nd Page of 11 TOC 1st Previous Next ↓Bottom Just 2nd
                                                                Preliminary Copy

IMMUNOMEDICS, INC.
 300 American Road
 Morris Plains, New Jersey 07950

 NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

To be held on [March] __, 1998

  The Special Meeting of stockholders of Immunomedics, Inc. (the "Company") will
be held at 300 American Road, Morris Plains, New Jersey 07950, at 10:00 a.m., on
March __ 1999, for the following purposes:                                      

         1. To approve the issuance of any  shares of the Company's common stock
in excess of 7,577,617 shares of common stock issuable upon conversion of shares
of Series F Convertible Preferred  Stock  issued or issuable to investors in the
Company's December 1998 private placement; and                                  

         2. To transact  such other  business  as  properly  may come before the
Special Meeting and any adjournments thereof.                                   

         The Board of Directors has fixed the close of business on  ___________,
1999 as the record date for determining  stockholders entitled to receive notice
of and to vote at the Special Meeting and any adjournments thereof.             

                                             By Order of the Board of Directors,

                         Phyllis Parker,
                   Secretary
_________, 1999                                                                 

IMPORTANT:  The Company  invites  you to attend the  Special  Meeting in person.
However,  whether or not you plan to attend the Special Meeting,  please vote by
completing,  signing and dating the enclosed  proxy and returning it promptly to
the Company in the enclosed  self-addressed,  postage prepaid  envelope.  If you
attend the  Special  Meeting,  you may revoke your proxy and vote your shares in
person.                                                                         

PRES14A 3rd Page of 11 TOC 1st Previous Next ↓Bottom Just 3rd
IMMUNOMEDICS, INC.
6714 Netherlands Drive
Wilmington, North Carolina 28405

 ---------------

 PROXY STATEMENT

 ---------------

1998 SPECIAL MEETING OF STOCKHOLDERS

         This Proxy  Statement  is furnished to  stockholders  of  Immunomedics,
Inc.,  a  Delaware   corporation  (the   "Company"),   in  connection  with  the
solicitation  of proxies by the Board of Directors of the Company (the "Board of
Directors")  for use at the Special  Meeting of stockholders of the Company (the
"Special  Meeting")  to be held at 10:00 a.m. on March __, 1999 at 300  American
Road, Morris Plains, New Jersey, and any adjournments  thereof, for the purposes
set forth in the accompanying  Notice of Special Meeting.  This Proxy Statement,
the attached Notice of Special Meeting,  and the accompanying  form of proxy are
first being sent to stockholders of the Company on or about ______, 1999.       

         Only holders  of record of the Company's common stock,   par value $.01
per share (the "Common Stock"), on the  close of business on ________, 1999 (the
"Record Date") are entitled to notice of, and to vote at, the Special Meeting or
any adjournment thereof.  On the Record Date,  there were issued and outstanding
[37,888,090] shares of the Common Stock.  All of such shares of the Common Stock
are of one class,  with equal voting rights, and each holder thereof is entitled
to  one  vote  on  all  matters  voted  on at the Special Meeting for each share
registered in such holder's name.                                               

         Presence  in person or by proxy of  holders of  [18,944,046]  shares of
Common Stock will constitute a quorum at the Special Meeting.  Assuming a quorum
is present,  the  proposal to approve the  issuance of shares of Common Stock in
excess of 7,577,617 shares of Common Stock (the "Excess Shares") upon conversion
of the Series F Convertible  Preferred  Stock issued or issuable to investors in
the Company's  December 1998 private placement will require the affirmative vote
of a majority of the votes cast at the Special  Meeting by the holders of shares
entitled to vote (not  including  any shares of Common  Stock held by present or
former  holders of Series F  Convertible  Preferred  Stock that were issued upon
conversion of Series F Convertible Preferred Stock).                            

         If  a  stockholder,  present  in  person  or by proxy,  abstains on any
matter,  the stockholder's shares will not be voted on such matter.  Abstentions
may be  specified on all  proposals submitted  to a stockholder vote, other than
the election  of directors.  In  accordance with  Delaware law, abstentions will
not be  counted in determining the votes cast in connection with the approval of
the issuance of the Excess Shares.                                              

         A proxy  submitted by a  stockholder  also may  indicate  that all or a
portion of the  shares  represented  by such  proxy are not being  voted by such
stockholder with respect to a particular matter.  This could occur, for example,
when a broker is not  permitted  to vote  shares  held in street name on certain
matters in the absence of instructions  from the beneficial owner of the shares.
Brokers  who hold shares in street  name have the  authority  to vote on certain
routine  matters  on  which  they  have not  received  instructions  from  their
beneficial  owners.  Brokers  holding  shares in street name, who do not receive
instructions,  will not be  entitled  to vote on the  proposal  to  approve  the
issuance  of the  Excess  Shares,  since  such  matter is not  considered  to be
routine.  Under  applicable  law,  "broker  non-votes" on any proposal  (where a
broker submits a proxy but does not have  authority to vote a customer's  shares
on such proposal) will not be entitled to vote on that proposal and, thus,  will
not be counted in  determining  whether such  proposal  receives the vote of the
required  amount of shares present and entitled to vote at the Special  Meeting.
Since a broker is not  required  to vote  shares  held in  "street  name" in the
absence of instructions  from the beneficial  stockholder and, in the absence of
instructions,  is not  permitted to vote on the proposal to approve the issuance
of the Excess Shares, a stockholder's  failure to instruct his or her broker may
result in the stockholder's shares not being voted.                             

PRES14A 4th Page of 11 TOC 1st Previous Next ↓Bottom Just 4th
         A proxy, in the  accompanying  form, which is properly  executed,  duly
returned to the Company and not revoked,  will be voted in  accordance  with the
instructions contained thereon. If no specific instructions are indicated on the
proxy,  the shares  represented  thereby  will be voted FOR the  approval of the
issuance  of the Excess  Shares,  as well as FOR the  transaction  of such other
business as properly may come before the Special Meeting.                       

         Each proxy granted may be revoked by the person granting it at any time
(i) by giving  written  notice to such effect to the  Secretary  of the Company,
(ii) by  execution  and  delivery of a proxy  bearing a later date,  or (iii) by
attendance and voting in person at the Special Meeting;  except as to any matter
upon which, prior to such revocation, a vote shall have been cast at the Special
Meeting pursuant to the authority  conferred by such proxy. The mere presence at
the  Special  Meeting  of a  person  appointing  a proxy  does  not  revoke  the
appointment.                                                                    

                                  PRINCIPAL STOCKHOLDERS

         Set forth below is information,  as of ___________,  1999, with respect
to the beneficial  ownership of the Common Stock by (i) each person or group who
is known  by the  Company  to be the  beneficial  owner  of more  than 5% of the
outstanding  Common  Stock,  (ii) each of the current  directors of the Company,
(iii)  each  of  the  executive  officers  of  the  Company  who  received  cash
compensation in excess of $100,000  during the Company's  fiscal year ended June
30, 1998 and (iv) all  executive  officers and  directors  of the Company,  as a
group (ten persons).                                                            

   Name(1)                         Number of Shares             Percent of Class
     of Common Stock
David M. Goldenberg                13,281,591(2)                          34.7% 
Robert J. DeLuccia                      3,100(3)                            *   
W. Robert Friedman                      2,500(4)                            *   
Marvin E. Jaffe                        25,200(5)                            *   
Richard R. Pivirotto                   95,000(4)                            *   
Richard C. Williams                    35,000(4)                            *   
Hans J. Hansen                        170,550(6)                            *   
Carl M. Pinsky                              0(7)                            --  
Joseph E. Presslitz                    96,500(4)                            *   
Melvin A. Snyder                       17,500(4)                            *   
Deborah S. Orlove                   2,350,728(8)                           6.2% 
Eva J. Goldenberg                   2,350,728(8)                           6.2% 
All Directors and                                                               
Executive Officers as a group      13,735,441(9)                          35.5% 

----------------                                                                

2 

PRES14A 5th Page of 11 TOC 1st Previous Next ↓Bottom Just 5th
(*)      Less than 1%.                                                          

(1)      Unless otherwise noted,  the stockholders identified in this table have
         sole  voting  and  investment   power.   The  address  of each  of  the
         stockholders  listed  in  the  above  table who own more than 5% of the
         Common  Stock  is  c/o  Immunomedics,  Inc.,  300 American Road, Morris
         Plains,  New Jersey 07950.  All information in the  table is based upon
         reports  filed  by  such  persons  with  the  Securities  and  Exchange
         Commission  and  the  Company  and  upon  information submitted by such
         persons to the Company in connection with the preparation of this Proxy
Statement.                                                    

(2)      Consists of 7,735,161  shares held by Dr.  Goldenberg,  307,692  shares
         held by the David M.  Goldenberg 1989 Trust  Agreement,  200,000 shares
         held by  Escalon  Corp.  ('Escalon'),  a  company  wholly-owned  by Dr.
         Goldenberg,  3,480,688 shares as to which Dr.  Goldenberg has voting or
         dispositive  power  pursuant  to powers of  attorney  granted to him by
         certain of his  children  or as trustee  for trusts for their  benefit,
         [1,219,169] shares as to which Dr. Goldenberg has voting power pursuant
         to an agreement with Hildegard  Gruenbaum (his former spouse),  225,000
         shares  which  may be  acquired  upon  exercise  of  options  which are
         presently  exercisable or will become exercisable within 60 days of the
         date hereof,  5,131 shares held by Dr. Goldenberg's  present spouse and
         108,750  shares  which may be acquired by her upon  exercise of options
         which are presently  exercisable or will become  exercisable  within 60
         days of the date hereof. Dr. Goldenberg  disclaims beneficial ownership
         with respect to all shares owned by Mrs. Goldenberg,  Mrs. Gruenbaum or
         his children.  Dr.  Goldenberg has given a proxy to the chief executive
         officer and chief  financial  officer of the Company to vote all of the
         shares of Common Stock owned by him or over which he  exercises  voting
         discretion  in favor of the  proposal  to approve  the  issuance of the
         Excess  Shares.  See  "Approval of the Issuance of the Excess  Shares."
[Need to confirm HG holdings with transfer agent]             

(3)      Consists of 3,100  shares held directly by Mr. DeLuccia.   Mr. DeLuccia
         has  given  a  proxy  to  chief  executive  officer and chief financial
         officer of the Company to  vote all shares of Common Stock owned by him
         in favor of the proposal to  approve the issuance of the Excess Shares.
         Does  not  include  shares  of  Common Stock which Mr. DeLuccia has the
         right to vote by reason of the proxies given to him, as chief executive
         officer  of  the  Company,  with respect to the proposal to approve the
         issuance  of  the  Excess Shares.  See "Approval of the Issuance of the
Excess Shares."                                               

(4)      Consists  of  shares which may be acquired upon the exercise of options
         which  are  presently  exercisable or will become exercisable within 60
days of the date hereof.                                      

(5)      Consists of 2,500  shares  held directly by Dr. Jaffe and 25,000 shares
         which  may  be  acquired  by him upon the exercise of options which are
         presently  exercisable  or  will  become  exercisable within 60 days of
the date hereof                                               

(6)      Consists of 1,000  shares held by Dr. Hansen,  168,750 shares which may
         be  acquired  by  him  upon  exercise  of  options  which are presently
         exercisable  or  will  become  exercisable  within  60 days of the date
         hereof, and 800 shares held by Dr. Hansen's wife. Dr.  Hansen disclaims
    beneficial ownership with respect to all shares owned by his wife.

(7)      Dr.  Pinsky  retired  as an executive officer of the Company on January
30, 1998.                                                     

(8)      Consists  of  877,672  shares  held  directly  by Deborah Orlove or Eva
         Goldenberg  (Dr. Goldenberg's children),  as  the  case may be, 307,692
         shares held by each of the David M. Goldenberg 1989 Trust Agreement and
         the  Hildegard  Goldenberg  1989  Trust  Agreement, of which trusts Ms.
        Orlove and Ms. Goldenberg are co-trustees,  and 857,672 shares held by
         Ms. Orlove and Ms. Goldenberg, as co-trustee of a trust for the benefit
         of Denis C. Goldenberg.   Ms. Orlove and Ms. Goldenberg have each given
         Dr.  Goldenberg  a power of attorney granting him the right to vote the
         shares held by them  in their individual capacity.   Ms. Orlove and Ms.
         Goldenberg have each given a proxy to chief executive officer and chief
         financial  officer  of  the  Company to vote all shares of Common Stock
         owned  by  them in favor of the proposal to approve the issuance of the
      Excess Shares.  See "Approval of the Issuance of the Excess Shares."

(9)      In addition to the shares referenced in notes (2) through (6), includes
         4,000 shares held directly by Kevin Brophy, the chief financial officer
         of the Company, and 4,500  shares which may be acquired by him upon the
         exercise  of  options  which  are  presently exercisable or will become
         exercisable within 60 days of the date hereof.   Kevin Brophy has given
         a proxy  to  chief executive officer and chief financial officer of the
         Company to vote all shares of Common Stock owned by him in favor of the
         proposal  to  approve  the  issuance  of  the Excess Shares.   Does not
         include  shares  of Common Stock which Mr. Brophy has the right to vote
         by reason  of  the  proxies given to him, as chief financial officer of
         the Company,  with  respect to the  proposal to approve the issuance of
        the Excess Shares See "Approval of the Issuance of the Excess Shares."

         The Company  does not know of any  arrangements,  including a pledge by
any person of securities of the Company,  the operation of which at a subsequent
date may result in a change in control of the Company.                          

3 

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 APPROVAL OF THE ISSUANCE OF
 EXCESS SHARES
(Item 1 on the Proxy Card)

Description of the December Placement                                           

         On December 9, 1998,  the Company  completed a private  placement  (the
"December  Placement") of 1,250 shares of Series F Convertible  Preferred Stock,
par value $.01 per share ( "Series F Stock"), to several institutional investors
(the  "Investors") and received net proceeds of approximately  $_________ (after
payment of expenses of approximately $________). In addition, subject to certain
conditions  and  limitations,  the  Company  may,  at its  option,  require  the
Investors to purchase (the "Put") up to an additional  750 shares ($7.5 million)
of Series F Stock.  The net proceeds of the December  Placement will be used for
general  corporate  purposes,   including  but  not  limited  to,  research  and
development,  clinical trials, regulatory filings, manufacturing,  marketing and
sales, acquisitions of products and technologies,  license,  milestone,  royalty
and similar payments, and strategic and other acquisitions.                     

         Each share of Series F Stock has an initial  stated  value of  $10,000,
which increases at the rate of 4% per annum (such amount, as increased from time
to time, the "Liquidation  Value"). The Series F Stock is convertible,  in whole
or in part at the option of the holder,  beginning  on June 8, 1999,  subject to
acceleration in certain instances, into such number of shares of Common Stock as
is determined by dividing the Liquidation  Value by the conversion price then in
effect.  The conversion price is equal to (a) the Variable  Conversion Price (as
defined below), if such Variable Conversion Price is less than the Trigger Price
(as defined below),  (b) the Trigger Price, if the Variable  Conversion Price is
equal to or greater  than the  Trigger  Price and less than 150% of the  Trigger
Price or (c) the Trigger Price plus one-half of the amount, if any, by which the
Variable  Conversion  Price exceeds 150% of the Trigger  Price,  if the Variable
Conversion  Price is greater that 150% of the Trigger Price. The "Trigger Price"
is equal to 125% of the Initial Fixed Price.  The "Initial Fixed Price" is equal
to the average  closing bid price of the Common Stock during the 20 trading days
ending June 6, 1999. The "Variable  Conversion Price" is equal to the average of
the 15 lowest closing bid prices for the Common Stock during the 45 trading days
preceding a conversion date.                                                    

         To the extent that the Series F Stock would be  convertible  at a price
less than 90% of the Initial Fixed Price,  the Investors  have agreed to certain
restrictions  on the  number of shares of Series F Stock  that can be  converted
during the first several  months after the Series F Stock  becomes  convertible.
Any shares of Series F Stock outstanding on December 9, 2003 will  automatically
be converted into Common Stock.                                                 

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         The Series F Stock  generally will cease to be  convertible  if, at any
time the aggregate  number of shares of Common Stock then issued upon conversion
of the  Series F Stock  would  equal  7,557,617  shares  of  Common  Stock  (the
remaining  shares of Common Stock then issuable upon  conversion of the Series F
Stock being the "Excess Shares").                                               

         The Company may exercise the Put during the 90-day period commencing on
December 1,  1999.   The  Company's  abilit  to  exercise  the Put is subject to
certain conditions and limitations, including that the Variable Conversion Price
has  been at least equal to 125%  of the Trigger Price for a specified period of
time and that the proposal to approve the issuance of the Excess Shares has been
approved by stockholders.                                                       

         Under  certain  circumstances  and  at  certain prices, the Company may
elect to redeem any shares of Series F Stock and under certain circumstances may
require the Investors to convert their Series F Stock.   The Company has granted
the  Investors  certain  participation  rights  if the Company issues any future
floating rate convertible securities.                                           

         Upon the  occurrence  of a Major  Transaction  (as  defined  in Section
(3)(c) of the Amended  Certificate of  Designations,  Preferences  and Rights of
Series F Convertible  Preferred Stock (the  "Certificate of  Designations")),  a
Trigger Event (as defined in Section (3)(d) of the Certificate of Designations),
or the delisting of the Common Stock from the Nasdaq  National Market other than
as a result of the  limitations  imposed by the Exchange Cap (as defined below),
the  Investors  may  require the Company to redeem the Series F Stock at a price
per share  (the  "Redemption  Price")  equal to the  greater  of (i) 125% of the
Liquidation  Value  and  (ii)  the  value  of the  Common  Stock  issuable  upon
conversion of the Series F Stock.                                               

         Notwithstanding the foregoing,  under the circumstances set forth below
in lieu of  permitting  the holders of the Series F Stock to require the Company
to redeem their Series F Stock, the Company may elect the following:            

         (a) if,  despite  the best  efforts of the  Company,  the  registration
statement  (the  "Registration  Statement")  under  the  Securities  Act of 1933
covering  the  resale  by  the  investors  of the  Common  Stock  issuable  upon
conversion  of the Series F Stock is not declared  effective on or before May 8,
1999; then the Company,  at its option, may (x) redeem the Series F Stock at the
Redemption  Price or (y) pay a penalty equal to 1% of the Liquidation  Value per
day (the  "Redemption  Penalty")  and readjust the Initial Fixed Price to 80% of
the lowest Variable  Conversion Price during the period commencing the 150th day
after  closing  and ending on the day the  Registration  Statement  is  declared
effective.                                                                      

         (b) if, after the Registration  Statement becomes effective and despite
the best efforts of the Company to keep it available  for use by the  Investors;
such Registration  Statement ceases to be available for more than 10 consecutive
days, then the Company,  at its option, may (x) redeem the Series F Stock at the
Redemption  Price or (y) pay the  Redemption  Penalty and  readjust  the Initial
Fixed Price to 80% of the lowest  Variable  Conversion  Price  during the period
commencing on the day the Registration  Statement became  unavailable and ending
on the day the Registration Statement is again available for use.               

         (c) if  the  Common  Stock  is delisted from the Nasdaq National Market
(other than as a result of a voluntary delisting by the Company as a result of  
the Exchange Cap); then the Company,  at its option, may (x) redeem the Series F
Stock at the Redemption Price or (y)  readjust  the Initial Fixed Price to 68.5%
of the lowest Variable Conversion Price during the period commencing on the date
of delisting  and  continuing  for  45 days thereafter or (z) pay the Redemption
Penalty.                                                                        

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         (d) if a purchase,  tender or exchange  offer is accepted by holders of
more than a specified  percentage  of the Common Stock which was not approved or
recommended  by the Board of  Directors  of the  Company  or a proxy or  consent
solicitation  is made which results is  consolidation,  merger or other business
combination  where  such  proxy or  consent  solicitation  was not  approved  or
recommended  by the Board of Directors of the Company;  then the Company may (x)
redeem the Preferred Shares at the Liquidation Value or (y) readjust the Initial
Fixed  Price to 80% of the lower of (A) the  lowest  Variable  Conversion  Price
during the period  beginning on the date such offer or solicitation is announced
and ending on the date such offer or solicitation  is consummated,  abandoned or
terminated  or (B)  the  Initial  Fixed  Price  then  in  effect  or (z) pay the
Redemption Penalty.                                                             

         The  Company is not  required  to pay the  Redemption  Penalty,  in the
aggregate, for more than 15 days (or 10 days in the case of the events set forth
in clause (d) above) in any 365-day period.                                     

         The  Investors   have  agreed  that  if  they  engage  in  short  sales
transactions or other hedging  activities during the 45 trading days immediately
preceding a Conversion  Date (the "Pricing  Period") which involve,  among other
things,  sales of shares of Common Stock,  the  Investors  will place their sale
orders for common stock in the course of such  activities  so as not to complete
or effect any such sale on any trading day during the Pricing  Period at a price
which is lower than the lowest sale  effected on such day by persons  other than
such Investor and its  affiliates.  The Investors  also have agreed not to enter
into any short sales or other  hedging  activities  which  involve,  among other
things,  sales of shares of Common Stock, during the 25 trading days ending June
7, 1999.                                                                        

         The Company has agreed to file the Registration  Statement on or before
January 23, 1999 (which  Registration  Statement has been filed) and to maintain
effectiveness  (subject to certain  penalties for  non-compliance in addition to
the penalties set forth above), of the Registration Statement.                  

Reasons for the Proposal                                                        

         The rules of The Nasdaq Stock Market,  Inc. require a listed company to
obtain  stockholder  approval  prior to the  issuance  by such  company  of such
additional  shares of common  stock,  in a  transaction  (or  series of  related
transactions),  other  than a  public  offering,  when  (i) the  number  of such
additional  shares of common stock being issued equals or exceeds 20% or more of
the number of shares of common stock  outstanding  before such  transaction  (or
series of related  transactions),  and (ii) the shares of common stock are being
sold at a price per share  which is less than the  greater of the per share book
value or the per share  market  value of the common  stock as of the time of the
transaction (such limitation herein referred to as, the "Exchange Cap").        

          In  accordance  with the rules of  The Nasdaq Stock  Market,  Inc. and
pursuant to its contractual obligations to the Investors, the Company has agreed
to hold this  Special  Meeting of  Stockholders  on or before  March 24, 1999 at
which it will seek  approval of the  issuance of any shares of Common Stock upon
conversion of the 1,250 shares of Series F Stock that are currently  outstanding
and the additional  750 shares of Series F Stock that may be issued  pursuant to
the Put in excess of 20% of the number of outstanding  shares of Common Stock on
December 9, 1998 (i.e.,  7,577,617).  The approval of the issuance of the Excess
Shares also is a condition to the Company's ability to exercise the Put.        

         In addition, the Company has agreed, among other things, to the payment
of certain  penalties if the Special  Meeting is not held on or before March 24,
1999 or if this proposal is not approved by stockholders at the Special Meeting.
In addition,  if the Series F Stock ceases to be  convertible as a result of the
Exchange Cap, the holders of the Series F Stock may, among other things, require
the Company to delist the Common Stock from The Nasdaq Stock Market, Inc. and to
pay to the Investors certain penalties.                                         

         In the event that the Variable  Conversion  Price (which is the average
of the  lowest  15  closing  bid  prices  during a 45  trading  day is less than
approximately  $1.70,  then the number of shares of Common Stock  issuable  upon
conversion of all the Series F Stock would exceed 20% of the number of shares of
Common Stock  outstanding  immediately  prior to the December  Placement.  As of
_______,1999, the Variable Conversion Price was $____ per share.                

6 

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         The Company entered into, and consummated, the December Placement based
on a  determination  by its Board of Directors  that the Company's then level of
cash and cash  equivalents  was  inadequate to permit the Company to continue at
its  budgeted  levels of expenses and capital  expenditures.  While the Board of
Directors   considered  the  disadvantages  of  the  potential   issuance  of  a
significant  number of shares of Common  Stock upon  conversion  of the Series F
Stock,  including  (i) the  potential  dilution of the voting power per share of
Common Stock, (ii) the potential  dilution of the book value per share of Common
Stock,  and (iii) the potential  negative impact on earnings per share of common
stock,  after  lengthy and  extensive  negotiations  with a number of  potential
investors,  the Board of Directors  determined that it was in the best interests
of the Company and its stockholders for the Company to proceed with the December
Placement  based on the Board's belief that the December  Placement  offered the
most  favorable  terms then  available  to the Company  given the then  existing
market conditions and the Company's then need for additional cash resources.    

Required Vote                                                                   

         The  approval  of  the  issuance  of the Excess Shares will require the
affirmative  vote  of a majority of the total votes cast on such proposal by the
holders of the then outstanding Common Stock (not including any shares of Common
Stock held by present or former holders of Series F  Stock that were issued upon
conversion  of  Series F Stock).   Dr. Goldenberg, certain members of his family
and  certain  executive  officers  of  the  Company,  holding  in  the aggregate
approximately 33%  of the currently outstanding Common Stock have agreed to vote
their  shares  in favor of such proposal.   Such persons also have agreed not to
dispose  of  shares  constituting approximately 28% of the currently outstanding
shares of Common Stock prior to such stockholders meeting.                      

         The Board of Directors  recommends that the  stockholders  vote FOR the
approval of the issuance of the Excess Shares.                                  

 OTHER MATTERS

         The  Board  of  Directors  does  not  know  of any other business to be
presented  for consideration at the Special Meeting.   If other matters properly
come before the Special Meeting,  the  persons named in the accompanying form of
proxy intend to vote thereon in accordance with their best judgment.            

         The Company  will bear the cost  of the Special Meeting and the cost of
soliciting proxies in the accompanying form,  including the cost of mailing this
proxy statement.  In addition to solicitation by mail,  directors,  officers and
regular employees of the Company  (none of whom will be additionally compensated
for such services) may solicit proxies by telephone or otherwise.   Arrangements
will be made with brokerage firms and other custodians, nominees and fiduciaries
to forward  forms  of  proxy  and  proxy  materials  to their principals and the
Company  will  reimburse  them  for  their  reasonable  expenses  in  connection
therewith.                                                                      

                                              By Order of the Board of Directors

                               David M. Goldenberg
                    Chairman
_______, 1999                                                                   

         Please  date,  sign and  return  the  enclosed  proxy at your  earliest
convenience in the enclosed envelope.  No postage is required for mailing in the
United States.                                                                  

7 

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IMMUNOMEDICS, INC.
 PROXY- Special Meeting of Stockholders - March __, 1999
 (SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS)

                  The  undersigned   stockholder  of  Immunomedics,   Inc.  (the
"Company")  hereby  constitutes  and  appoints  David M.  Goldenberg,  Robert J.
DeLuccia and Kevin F.X.  Brophy,  and each of them, the attorneys and proxies of
the undersigned,  with full power of  substitution,  to represent and to vote on
behalf of the undersigned all of the shares of the Company's  common stock which
the undersigned is entitled to vote at the Special Meeting of stockholders to be
held at the 300 American Road,  Morris Plains,  New Jersey on March __, 1999, at
10:00 a.m., and at any adjournments  thereof, upon the following proposals which
are more fully  described in the notice of, and proxy statement for, the Special
Meeting.                                                                        

(1)      Proposal to approve the issuance of the Excess Shares.                 

    |_|   FOR                  |_|   AGAINST             |_|   ABSTAIN

(2) In their discretion, upon such other matters as properly may come before the
Special Meeting.                                                                

 (Continued and to be signed on reverse side.)

8 

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         Said attorneys and proxies,  or their substitutes (or if only one, that
one) at said Special Meeting, and any adjournments  thereof, may exercise all of
the powers hereby given. Any proxy heretofore given is hereby revoked.          

         Receipt  is   acknowledged   of  the  Notice  of  Special   Meeting  of
stockholders, and the Proxy Statement accompanying said Notice.                 

         THIS  PROXY,  WHEN  PROPERLY  EXECUTED,  WILL  BE  VOTED  IN THE MANNER
DIRECTED HEREIN BY THE UNDERSIGNED STOCKHOLDER.  IF NO DIRECTION IS  MADE,  THIS
PROXY  WILL  BE  VOTED  FOR  THE  PROPOSAL TO APPROVE THE ISSUANCE OF THE EXCESS
SHARES.                                                                         

IN WITNESS WHEREOF, the undersigned has signed this proxy.    

                                                            Dated: _______, 1999

                                           -------------------------------------
                              Stockholder(s) signature

                                           -------------------------------------
                              Stockholder(s) signature

                            NOTE:  Signature(s) of stockholder should correspond
                            exactly with the name(s) shown hereon. If shares are
                            held  jointly,  both  holders should sign.Attorneys,
                            executors,  administrators,  trustees,  guardians or
                            others  signing  in a representative capacity should
                            give their full titles. Proxies executed in the name
                            of  a  corporation should be signed on behalf of the
                            corporation  by  its  president  or other authorized
officer.                

I do |_| do not |_| expect to attend the Special Meeting.     

 NOTE:  This  proxy,  properly  filled  in, dated and signed, should be returned
promptly in the enclosed envelope.

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Dates Referenced Herein and Documents Incorporated by Reference

		Referenced-On Page
This ‘PRES14A’ Filing	Date	First	Last	Other Filings

	12/9/03	6
	12/1/99	7
	6/8/99	6
	6/7/99	8
	6/6/99	6
	5/8/99	7
	3/24/99	8		8-K
	1/23/99	8
Filed on:	1/22/99
	12/9/98	6	8	8-K
	6/30/98	4		10-K
For Period End:	3/23/98			DEFS14A
	1/30/98	5
				List all Filings

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Filing Submission 0000722830-99-000001 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Immunomedics Inc – ‘PRES14A’ for 3/23/98

As of: Friday, 1/22/99 · For: 3/23/98 · Accession #: 722830-99-1 · File #: 0-12104

Preliminary Proxy Solicitation Material — Special Meeting — Schedule 14AFiling Table of Contents

Dates Referenced Herein and Documents Incorporated by Reference

Preliminary Proxy Solicitation Material — Special Meeting — Schedule 14A
Filing Table of Contents