As filed with the Securities and Exchange Commission on December 20, 2019
Registration No. 333-215196
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
IMMUNOGEN, INC.
(Exact Name of Registrant as Specified in its Charter)
Massachusetts
(State of Incorporation)
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04-2726691
(I.R.S. Employer Identification Number)
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830 Winter Street
Waltham, Massachusetts 02451
(781) 895-0600
(Address of Principal Executive Offices)
IMMUNOGEN, INC.
2016 EMPLOYEE, DIRECTOR AND CONSULTANT EQUITY INCENTIVE PLAN
(Full Title of the Plan)
Craig Barrows
Executive Vice President, General Counsel and Secretary
ImmunoGen, Inc.
830 Winter Street
Waltham, Massachusetts 02451
(781) 895-0600
(Name, Address and 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 or a smaller reporting company. See definitions of large accelerated filer, accelerated filer, and smaller reporting company in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer x
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Accelerated filer o
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Non-accelerated filer o
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Smaller reporting company o
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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
EXPLANATORY NOTE
ImmunoGen, Inc. (the Company) is filing this post-effective amendment to deregister certain of the securities originally registered pursuant to the Registration Statement on Form S-8 (File No. 333-215196), filed with the Securities and Exchange Commission on December 20, 2016 by the Company (the Registration Statement) with respect to shares of the Companys common stock, par value $0.01 per share (Common Stock), thereby registered for issuance under the Companys 2016 Employee, Director and Consultant Equity Incentive Plan, as amended (the 2016 Plan). An aggregate of 5,500,000 shares of Common Stock were registered for issuance under the 2016 Plan pursuant to the Registration Statement.
On June 20, 2018, the Companys shareholders approved the Companys 2018 Employee, Director and Consultant Equity Incentive Plan (the 2018 Plan). The maximum number of shares of Common Stock reserved and available for issuance under the 2018 Plan includes the number of shares underlying any grants previously made under the 2016 Plan that are forfeited, canceled or terminated (other than by exercise) on or after June 20, 2018. An additional 383,555 shares registered under the Registration Statement (the First Carried Forward Shares) have been included in the shares reserved for issuance under the 2018 Plan as a result of the forfeiture, cancellation or termination (other than by exercise) of previously made grants under the 2016 Plan during the period between June 20, 2018 and November 30, 2019, which are hereby deregistered. Additional shares reserved for issuance under the 2016 Plan may become available in the future as a result of the forfeiture, cancellation or termination (other than by exercise) of awards granted under the 2016 Plan, and these additional shares will be included in the shares reserved for issuance under the 2018 Plan.
Contemporaneously with the filing of this Post-Effective Amendment No. 1 to the Registration Statement, the Company is filing a Registration Statement on Form S-8 to register the First Carried Forward Shares for issuance pursuant to the 2018 Plan.
ITEM 8. EXHIBITS.
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