Securities Registration: Employee Benefit Plan (s-8)
March 02 2021 - 06:07AM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission on
March 1, 2021
Registration
No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
IMMUNOGEN, INC.
(Exact name of registrant as specified in its charter)
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Massachusetts |
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04-2726691 |
(State
or other jurisdiction of incorporation or
organization) |
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(I.R.S.
Employer Identification No.) |
830 Winter Street
Waltham, Massachusetts
(781) 895-0600 |
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02451 |
| (Address
of Principal Executive Offices) |
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(Zip
Code) |
IMMUNOGEN, INC.
EMPLOYEE STOCK PURCHASE PLAN, AS AMENDED
(Full title of the plan)
Joseph J. Kenny
Vice President, Acting General Counsel, IP, and
Secretary
ImmunoGen, Inc.
830 Winter Street
Waltham, Massachusetts 02451
(Name and address of agent for
service)
(781) 895-0600
(Telephone number, including area code, of agent for service)
Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, a non-accelerated filer, a
smaller reporting company or an emerging growth company. See
definitions of “large accelerated filer,” “accelerated filer,”
“smaller reporting company,” and “emerging growth company” in
Rule 12b-2 of the Exchange Act.
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Large accelerated filer x
Non-accelerated filer o
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Accelerated filer o
Smaller reporting company o
Emerging growth company o
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If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period
for complying with any new or revised financial accounting
standards provided pursuant to Section 7(a)(2)(B) of the
Securities Act. o
CALCULATION OF REGISTRATION FEE
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Title of Securities to be
Registered |
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Amount to be
Registered (1) |
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Proposed Maximum
Offering Price Per Share (2) |
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Proposed Maximum
Aggregate Offering
Price (2) |
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Amount of
Registration Fee |
| Common Stock, $.01 par
value |
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1,000,000 |
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$ |
9.01 |
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$ |
9,010,000 |
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$ |
983.00 |
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(1) |
The number of shares of common stock, par value $.01 per share
(the “Common Stock”), of ImmunoGen, Inc. (the “Company”)
stated above consists of additional shares of Common Stock
available for issuance under the Company’s Employee Stock Purchase
Plan, as amended (the “Plan”), by operation of the Plan’s
“evergreen” provision. In addition, pursuant to
Rule 416(a) under the Securities Act of 1933, as amended
(the “Securities Act”), this registration statement also covers an
indeterminate number of additional shares of Common Stock to be
offered or sold as a result of the anti-dilution provisions of the
Plan, including to prevent dilution resulting from any
reorganization, recapitalization, reclassification, stock dividend,
stock split or other similar change. |
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(2) |
Calculated in accordance with Rule 457(c) and
(h) under the Securities Act solely for the purpose of
determining the amount of the registration fee, based on the
average of the high and low prices on the Nasdaq Global Select
Market on February 25, 2021. |
EXPLANATORY NOTE
This registration statement registers an aggregate of 1,000,000
additional shares of common stock, par value $.01 per share (the
“Common Stock”), of ImmunoGen, Inc. (the “Company”) reserved
under the Company’s Employee Stock Purchase Plan, as amended (the
“Plan”), as of January 1, 2021 by operation of the Plan’s
“evergreen” provision. This registration statement registers
additional securities of the same class as other securities for
which a registration statement on Form S-8 (File
No. 333-225281) relating to an employee benefit plan is
effective. Pursuant to General Instruction E of Form S-8, the
contents of the Company’s registration statement on Form S-8 (File
No. 333-225281) filed with the Securities and Exchange
Commission (the “Commission”) on May 30, 2018 are
incorporated herein by reference, except as otherwise noted
below.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents are incorporated herein by reference:
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(c) |
the description of the Common Stock contained in
Exhibit 4.3 of the Company’s Annual Report on
Form 10-K for the year ended December 31, 2020 filed with
the Commission on March 1, 2021, including any amendments or
reports filed for the purpose of updating such description. |
All documents subsequently filed by the Company pursuant to
Section 13(a), 13(c), 14 and 15(d) of the Exchange Act,
prior to the filing of a post-effective amendment which indicates
that all securities offered hereby have been sold or that
deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference herein and to be a part hereof from
the date of the filing of such documents. Any statement contained
in a document incorporated or deemed to be incorporated by
reference herein shall be deemed to be modified or superseded for
the purposes of this registration statement to the extent that a
statement contained herein or in any other subsequently filed
document which also is or is deemed to be incorporated by reference
herein modifies or supersedes such statement. Any statement so
modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this registration
statement.
Item 5. Interests of Named Experts and Counsel.
Joseph J. Kenny, Vice President, Acting General Counsel, IP,
and Secretary of the Company, has given his opinion on the validity
of the Common Stock offered under this registration statement.
Mr. Kenny beneficially owns 420,247 shares of common stock of
the Company, of which 40,795 shares are owned by Mr. Kenny and
379,452 shares may be acquired by Mr. Kenny within 60 days of
March 1, 2021 through the exercise of stock options.
Item 8. Exhibits.
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4.1(c) |
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Articles of Amendment (previously
filed with the Commission as Exhibit 3.1 to, and incorporated
herein by reference from, the Registrant’s quarterly report on
Form 10-Q for the quarter ended June 30, 2017 filed on
August 4, 2017 (Commission File No.: 000-17999)). |
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| 4.1(d) |
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Articles of Amendment (previously
filed with the Commission as Exhibit 3.1(c) to, and
incorporated herein by reference from, the Registrant’s quarterly
report on Form 10-Q for the quarter ended June 30, 2020
filed on August 5, 2020 (Commission File No.:
000-17999)). |
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| 4.2 |
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Amended and Restated By-Laws
(incorporated herein by reference to Exhibit 3.1 of the
Company’s current report on Form 8-K, filed with the
Commission on June 20, 2016 (Commission File
No. 000-17999)). |
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| 4.3 |
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Form of
Common Stock Certificate (incorporated herein by reference to
Exhibit 4.2 of the Company’s registration statement on
Form S-1, filed with the Commission on November 15, 1989
(Commission File No. 33-31219)). |
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| 4.4 |
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ImmunoGen, Inc. Employee Stock
Purchase Plan, as amended through September 27, 2019
(incorporated herein by reference to Exhibit 10.1 of the
Company’s quarterly report on Form 10-Q, filed with the
Commission on November 5, 2019 (Commission File
No. 000-17999)). |
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| 5.1* |
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Opinion of Acting General Counsel. |
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| 23.1* |
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Consent of Ernst & Young
LLP. |
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| 23.2 |
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Consent of Acting General Counsel
(contained in the opinion filed as Exhibit 5.1 to this
registration statement). |
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| 24.1 |
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Power of Attorney (included in signature
page to this registration statement). |
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* Filed herewith.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-8 and
has duly caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the city
of Waltham, the Commonwealth of Massachusetts on this
1st day of March, 2021.
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IMMUNOGEN, INC. |
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By: |
/s/ Mark J. Enyedy |
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Mark J.
Enyedy |
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President and
Chief Executive Officer |
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints
Mark J. Enyedy and Susan Altschuller his or her true and lawful
attorneys-in-fact and agents, each acting alone, with full powers
of substitution and resubstitution, for him or her or in his or her
name, place and stead, in any and all capacities to sign any and
all amendments or post-effective amendments to this registration
statement on Form S-8, and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, each acting alone, full power and
authority to do and perform each and every act and thing requisite
or necessary to be done in and about the premises, as fully to all
intents and purposes as he or she might or could do in person,
hereby ratifying and confirming all that said attorneys-in-fact and
agents, each acting alone, or his substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in
the capacities and on the dates indicated.
| Signature |
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Title |
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Date |
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| /s/ Mark J. Enyedy |
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President,
Chief Executive Officer and Director (principal executive
officer) |
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March 1,
2021 |
| Mark J.
Enyedy |
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| /s/ Susan
Altschuller |
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Senior
Vice President and Chief Financial Officer (principal financial
officer) |
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March 1,
2021 |
| Susan
Altschuller |
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| /s/ Renee Lentini |
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Vice
President, Finance (principal accounting officer) |
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March 1,
2021 |
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Renee Lentini
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| /s/ Stephen C.
McCluski |
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Chairman
of the Board |
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March 1,
2021 |
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Stephen C. McCluski
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/s/ Stuart A. Arbuckle |
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Director |
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March 1,
2021 |
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Stuart A. Arbuckle
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| /s/
Mark Goldberg |
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Director |
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March 1,
2021 |
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Mark Goldberg
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| /s/ Dean J.
Mitchell |
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Director |
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March 1,
2021 |
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Dean J. Mitchell
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| /s/
Kristine Peterson |
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Director |
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March 1, 2021 |
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Kristine Peterson
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| /s/
Richard J. Wallace |
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Director |
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March 1, 2021 |
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Richard J. Wallace
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