ITEM 2. PROPERTIES
ImmunoGen leases approximately 52,700 square feet of laboratory and office space at two locations in Cambridge, Massachusetts, of which approximately 30,800 square feet has been subleased by the Company as of September 1, 1995. The Company also leases 27,500 square feet of space in Norwood, Massachusetts, which is currently the Company's pilot manufacturing facility, and 47,000 square feet of space in Canton, Massachusetts, which have been idle since the Company implemented its restructuring plan in December 1994. The Company believes that the manufacturing portion of each of the Norwood and Canton facilities, although not yet inspected by the FDA, complies with all applicable FDA Good Manufacturing Practice Regulations.
ITEM 3.
ITEM 3. LEGAL PROCEEDINGS
Not applicable.
ITEM 4.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Not applicable.
DIRECTORS AND EXECUTIVE OFFICERS
See Item 10 below.
PART II
As of June 30, 1995, there were approximately 729 holders of record of the Company's Common Stock and, according to the Company's estimates, approximately 9,500 beneficial owners of the Company's Common Stock.
The Company has not paid any cash dividends on its Common Stock since its inception and does not intend to pay any cash dividends in the foreseeable future.
ITEM 7.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
OVERVIEW
Since its inception, ImmunoGen has been primarily engaged in research and development of immunoconjugate products which it believes have significant commercial potential as human therapeutics. The major sources of the Company's working capital have been the proceeds of equity financings, license fees and income earned on the investment of those funds.
In an action to reduce costs, the Company in December 1994 implemented a restructuring plan, suspending its operations at its Canton and Norwood, Massachusetts production facilities, reducing or eliminating certain areas of research and focusing its clinical efforts on its first product. This plan resulted in the termination of approximately 100 employees and affected all functional areas within the Company. Restructuring charges approximating $643,000 were charged to expense in December 1994 representing severance costs for terminated employees. As of June 30, 1995 all costs related to the plan had been paid.
In a further cost reduction effort, the Company entered into an agreement effective September 1, 1995 to sublease approximately 82% of one of its Cambridge, Massachusetts facilities. The initial term of this agreement expires in February 1997 (with two one-year renewal options).
The Company has been unprofitable since inception and incurred net operating losses of $18.6 million in fiscal 1993, $23.7 million in fiscal 1994 and $19.9 million in fiscal 1995. The Company expects to incur net losses over the next several years.
RESULTS OF OPERATIONS
Revenues in fiscal 1993, 1994 and 1995 were derived principally from interest income on the proceeds of the Company's equity offerings. Smaller amounts of development revenues were received under the Small Business Innovative Research Program of the U.S. National Science Foundation and under the Orphan Product Development Program of the U.S. Department of Health and Human Services. In addition, a gain on sale of assets which resulted from a sale/leaseback agreement executed in March 1994 has been deferred and is being recorded as other income over the life of the lease.
Interest income decreased 44% from approximately $1.5 million in fiscal 1993 to approximately $0.8 million in fiscal 1994 and then decreased 45% to approximately $0.5 million in fiscal 1995. These decreases are attributable to the lower cash balances available for investment between these periods.
The Company's total expenses increased 21% from approximately $20.3 million in fiscal 1993 to approximately $24.6 million in fiscal 1994 and then decreased 17% to approximately $20.4 million in fiscal 1995. Research and development costs constituted the primary component of the Company's total expenses (84%, 81% and 83% in fiscal 1993, 1994 and 1995, respectively) increasing from approximately $17.1 million in fiscal 1993 to approximately $19.9 million in fiscal 1994 and then decreasing to approximately $16.8 million in fiscal 1995. The 17% increase between fiscal 1993 and fiscal 1994 resulted largely from continued expansion of the Company's medical affairs department to support ongoing clinical trials, full-year operations of the Company's 72%-owned subsidiary, Apoptosis Technology, Inc. ("ATI"), commencement of operations at the Company's Canton, Massachusetts facility and certain facilities costs of the Company's new Cambridge, Massachusetts facility allocated to research
and development. The 16% decrease between fiscal 1994 and fiscal 1995 is the result of the Company's restructuring plan implemented in December 1994, offset somewhat by increased costs associated with ATI and increased non-cash depreciation charges associated with the capital expenditures made in prior periods. A planned substantial reduction in raw materials purchases in fiscal 1995 also contributed to the decrease in expenses.
General and administrative expenses increased 43% from approximately $3.1 million in fiscal 1993 to approximately $4.5 million in fiscal 1994 and then decreased 33% to approximately $3.0 million in fiscal 1995. Increases from fiscal 1993 to fiscal 1994 were due largely to the facilities costs associated with the new Cambridge facility allocated to administration, increases in the Company's management information services and business development efforts, increased director and officer liability insurance costs and severance costs to one of the Company's former senior executives. Decreases from fiscal 1994 to fiscal 1995 represented savings associated with the restructuring plan and reductions in management and administrative staff in the second and third quarters of calendar 1994, offset somewhat by the restructuring charges incurred.
Interest expense increased 167% from approximately $65,000 in fiscal 1993 to approximately $174,000 in fiscal 1994 and increased 193% to approximately $510,000 in fiscal 1995 as the Company utilized capital lease arrangements to finance certain equipment and leasehold improvements at its Canton production facility.
LIQUIDITY AND CAPITAL RESOURCES
Since July 1, 1992 the Company has financed its operating deficit of $62.2 million from various sources, including net proceeds of $13.0 million raised in its fiscal 1994 public offering and from the exercise of stock options. Since July 1, 1992 the Company has received approximately $0.2 million from development and licensing revenues and $2.8 million of interest income. At June 30, 1995 approximately $3.0 million of cash and cash equivalents remained available.
In February 1994 the Company sold in a public offering 2,012,500 shares of its common stock. Net proceeds to the Company amounted to $13,242,250. In March 1994 the Company executed a sale/leaseback agreement to finance approximately $4.0 million of equipment at the Canton facility. At June 30, 1994 all monies available under this agreement had been received. The transaction included warrants to purchase common stock which expire in April 1999.
In August 1995 the Company issued $3.6 million of subordinated convertible debentures, due July 31, 1996, in a private placement to a small number of foreign investors. Net proceeds to the Company amounted to approximately $3.3 million. Subject to certain restrictions, the debentures are convertible to common stock, at the holders' discretion, at any time between October 1995 and July 1996.
In the period since July 1, 1992 approximately $16.3 million was expended on property and equipment, including the equipment sold and leased back, principally for construction of the Company's manufacturing facilities in Norwood, Massachusetts. No significant amounts are expected to be expended on property and equipment in fiscal 1996.
Pursuant to its agreements with ATI, the Company committed to provide ATI with $3.0 million in research and development services and $2.0 million of cash equity contributions. At June 30, 1995 these obligations had been fulfilled by the Company. ImmunoGen has also agreed to obtain or furnish an additional $3.0 million in equity for ATI on such terms and conditions as may be mutually agreed to by
ATI and the providers of such additional equity. The Company anticipates that approximately $650,000 of funding may be required by ATI during calendar year 1996 in order for ATI to satisfy certain contractual obligations.
The Company anticipates that its existing capital resources will enable it to maintain its current and planned operations through January 1996. Because of its continuing losses from operations and working capital deficit, the Company will be required to obtain additional capital to satisfy its ongoing capital needs and to continue its operations. Although managment continues to pursue additional funding arrangements, no assurance can be given that such financing will in fact be available to the Company. If the Company is unable to obtain financing on acceptable terms in order to maintain operations through the next fiscal year, it could be forced to curtail or discontinue its operations.
REPORT OF INDEPENDENT ACCOUNTANTS
TO THE BOARD OF DIRECTORS AND SHAREHOLDERS OF IMMUNOGEN, INC.:
We have audited the accompanying consolidated balance sheets of ImmunoGen, Inc. as of June 30, 1994 and 1995, and the related consolidated statements of operations, stockholders' equity and cash flows for each of the three years in the period ended June 30, 1995. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing standards. These standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of ImmunoGen, Inc. as of June 30, 1994 and 1995 and the consolidated results of its operations and its cash flows for each of the three years in the period ended June 30, 1995, in conformity with generally accepted accounting principles.
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note A, the Company has suffered recurring losses from operations, has a net working capital deficit and requires significant additional financing. These factors raise substantial doubt about the Company's ability to continue as a going concern. Management's plans in regard to these matters are also described in Note A. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
/s/Coopers & Lybrand L.L.P. ---------------------------
COOPERS & LYBRAND L.L.P.
Boston, Massachusetts September 1, 1995
The accompanying notes are an integral part of the financial statements.
The accompanying notes are an integral part of the financial statements.
The accompanying notes are an integral part of the financial statements.
The accompanying notes are an integral part of the financial statements.
IMMUNOGEN, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
A. NATURE OF BUSINESS AND PLAN OF OPERATION:
ImmunoGen, Inc. (the "Company") was incorporated in Massachusetts on March 27, 1981. The Company was formed to develop, produce and market commercial cancer and other pharmaceuticals based on molecular immunology. The Company continues research and development of its various products, and expects no revenues to be derived from product sales in the near future.
In an action to reduce costs, the Company in December 1994 implemented a restructuring plan, suspending its operations at its Canton and Norwood, Massachusetts production facilities (with a net book value of approximately $8.8 million), reducing or eliminating certain areas of research and focusing its clinical efforts on certain products. This plan resulted in the termination of approximately 100 employees and affected all functional areas within the Company. Restructuring charges approximating $643,000 were charged to expense in December 1994 representing severance costs for terminated employees. As of June 30, 1995 all severance costs have been paid.
In a further reduction effort, the Company entered into an agreement effective September 1, 1995 to sublease approximately 82% of one of its Cambridge, Massachusetts facilities. This initial lease term expires in February 1997, with two one-year renewal options.
In August 1995 the Company issued $3.6 million of 7% subordinated convertible debentures, due July 31, 1996, in a private placement to a small number of overseas investors. Subject to certain restrictions, the debentures are convertible to common stock, at the holders' discretion at any time between October 1995 and July 1996.
Because of its continuing losses from operations and working capital deficit, the Company will be required to obtain additional capital in the short term to satisfy its ongoing capital needs and to continue its operations. Although management continues to pursue additional funding arrangements and/or strategic partnering, no assurance can be given that such financing will in fact be available to the Company. If the Company is unable to obtain financing on acceptable terms in order to maintain operations through the next fiscal year, it could be forced to curtail or discontinue its operations. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
B. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
PRINCIPLES OF CONSOLIDATION
The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary, ImmunoGen Securities Corp. (established in December 1989), and its 72%-owned subsidiary, Apoptosis Technology, Inc. ("ATI") (established in January 1993) (see Note D). All intercompany activity has been eliminated.
RESEARCH AND DEVELOPMENT COSTS
Research and development costs are expensed as incurred.
IMMUNOGEN, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED
CASH, CASH EQUIVALENTS AND MARKETABLE SECURITIES
The Company considers all investments purchased with maturity dates of three months or less from date of acquisition to be cash equivalents.
Cash and cash equivalents include, at cost plus accrued interest which approximates market value, $1,572,389 and $3,047,236 of money market funds, demand notes and repurchase agreements at June 30, 1994 and 1995, respectively.
As of June 30, 1994, marketable securities, consisting primarily of U.S. Government debt securities of approximately $19.6 million, were carried at amortized cost which approximates market value.
In fiscal 1995 the Company implemented Financial Accounting Standard (SFAS) No. 115, "Accounting for Certain Investments in Debt and Equity Securities." The impact was immaterial to its financial position and results of operations.
CONCENTRATION OF CREDIT RISK
The Company minimizes the risk associated with concentration of credit by utilizing the services of more than one custodian for its cash and assuring that financial instruments purchased by its cash managers include only high-grade, low-risk investments. At June 30, 1994 and 1995, those investments included various U.S. Government securities, money market investments with major financial institutions and cash on deposit with major banks.
Maintenance and repairs are charged to expense as incurred. Upon retirement or sale, the cost of disposed assets and the related accumulated depreciation are removed from the accounts and any resulting gain or loss is credited or charged to operations. Gains recorded under sale/leaseback arrangements are deferred and amortized to operations over the life of the lease.
INCOME TAXES
The Company uses the liability method whereby the deferred tax liabilities and assets are recognized based on temporary differences between the financial statement and tax basis of assets and liabilities using current statutory tax rates. A valuation allowance against net deferred tax assets is recorded if,
IMMUNOGEN, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED
based on the weighted available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized.
C. LOSS PER COMMON SHARE:
Net loss per common share is based on the weighted average number of common shares outstanding during the periods. Common share equivalents have not been included because their effect would be anti-dilutive. Fully diluted earnings per share are the same as primary earnings per share.
D. AGREEMENTS:
The Company has a long-standing research and license agreement with the Dana-Farber Cancer Institute, Inc. ("Dana-Farber"), a Massachusetts not-for-profit corporation. As part of the agreement, the Company has agreed to fund certain research and development projects conducted by Dana-Farber in relation to the development and eventual commercialization of certain biologicals to be used in the treatment of certain forms of cancer. In fiscal years 1993, 1994 and 1995 the Company incurred research and development expenses of approximately $825,000, $567,000 and $225,000 respectively, in connection with this agreement. To the extent that an invention is developed at Dana-Farber with principal support and funding by the Company, the Company shall have the exclusive right to use the invention. As part of this arrangement, the Company is required to pay to Dana-Farber, when product sales commence, certain royalties based on a formula stipulated in the agreement. The Company owed Dana-Farber approximately $1,207,000 and $1,169,000 at June 30, 1994 and 1995, respectively, for work performed under this agreement.
The agreement also contains provisions, which expired in June 1994, whereby Dana-Farber is required to pay to the Company a percentage of royalties received by Dana-Farber in consideration for the Company's consulting in connection with the identification of a commercial entity through which Dana-Farber can develop and market certain antibodies of its own. The Company earned royalties under these provisions of approximately $13,000 in each of fiscal years 1993 and 1994.
In January 1993, the Company purchased 7,000 shares of Class A Preferred Stock of ATI. ATI is a joint venture between ImmunoGen and Dana-Farber established to develop therapeutics based on apoptosis technology developed at Dana-Farber. ATI is the licensee of Dana-Farber's apoptosis technology. Under an agreement entered into between ATI and ImmunoGen, subject to certain provisions of the agreement between ATI and Dana-Farber, ImmunoGen has the exclusive right to license products developed by ATI, including those based on Dana-Farber's apoptosis technology.
The Preferred Stock is voting stock and carries a liquidation preference over the common stock. The Company's investment represents 72% of the currently authorized equity of ATI and, accordingly, is consolidated. In addition, the Company has a right of first refusal to purchase any ATI shares which may be offered for sale by the other current stockholders of ATI. If ATI has not concluded a public offering of its stock for at least $5.0 million prior to January 11, 1998, the other stockholders (currently representing 2,765 shares of common stock) of ATI can require ImmunoGen to purchase, or ImmunoGen can require such stockholders to sell, their shares in ATI at a predetermined price. At ImmunoGen's option, the shares of common stock of ATI can be paid for in cash or by delivery of shares of ImmunoGen common stock.
IMMUNOGEN, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED
A portion of the Company's research and development expenses was incurred in connection with an agreement between ATI and Dana-Farber, under which ATI has agreed to fund certain research projects conducted at Dana-Farber. In fiscal 1993, 1994 and 1995 these expenses amounted to approximately $273,000, $530,000 and $670,000, respectively.
ImmunoGen was committed to provide ATI with $3.0 million in research and development services and $2.0 million in cash equity contributions over a three-year period. At June 30, 1995 these obligations had been fulfilled by the Company. ImmunoGen has also agreed to obtain or furnish an additional $3.0 million in equity for ATI on such terms and conditions as may be mutually agreed to by ATI and the providers of such additional equity.
Development revenues of approximately $159,000 and $75,000 in fiscal 1993 and 1994, respectively, represent payments received under the Small Business Innovative Research Program of the U.S. National Science Foundation and under the Orphan Product Development Program of the U.S. Department of Health and Human Services.
Depreciation and amortization expense was $1,349,580, $2,043,537 and $3,284,583 for the years ended June 30, 1993, 1994 and 1995, respectively.
Maintenance and repair expense was approximately $135,000, $229,000 and $173,000 for fiscal years 1993, 1994 and 1995, respectively.
IMMUNOGEN, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED
F. INCOME TAXES:
No income tax provision or benefit has been provided for U.S. federal income tax purposes as the Company has incurred losses since inception. As of June 30, 1995 net deferred tax assets totaled approximately $40.0 million consisting of federal net operating loss carryforwards of approximately $102.0 million and approximately $4.0 million of research and experimentation credit carryforwards. These net operating loss and credit carryforwards will expire at various dates between 1996 and 2010 and may be subject to limitation when used due to certain changes in ownership of the Company's capital stock. Due to the uncertainty surrounding the realization of these favorable tax attributes in future tax returns, the net deferred tax assets of approximately $38.0 million and $40.0 million at June 30, 1994 and June 30, 1995, respectively, have been fully offset by a valuation allowance. Income tax expense consists primarily of state income taxes levied on the interest income of the Company's wholly-owned subsidiary, ImmunoGen Securities Corp., at a rate of 1.32%.
G. CAPITAL STOCK:
COMMON STOCK
On February 2, 1994 the Company sold 1,750,000 shares of common stock in a public offering. Proceeds to the company before deducting expenses amounted to $12,250,000. On February 8, 1994 as part of the same public offering, the Underwriters exercised their over-allotment option to purchase an additional 262,500 shares of common stock. Additional proceeds to the Company totaled $1,837,500 before deducting offering expenses.
STOCK OPTIONS
Under the Company's Restated Stock Option Plan (the "Stock Option Plan") originally adopted by the Board of Directors on February 13, 1986, and subsequently amended and restated, employees, consultants, and directors may be granted options to purchase up to 2,400,000 shares of common stock of the Company. Prior to June 7, 1994, 1,700,000 shares of Common Stock were reserved for the grant of options under the Plan. On June 7, 1994, the Board of Directors authorized, and the shareholders subsequently approved, an amendment to the Plan to increase the number of shares reserved for the grant of options to 2,400,000 shares of Common Stock.
IMMUNOGEN, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED
In addition to options granted under the Stock Option Plan, the Board previously has approved the granting of other, non-qualified options. In July 1987 and February 1988, the Company granted non-qualified options for the purchase of 115,500 and 15,000 shares of common stock at exercise prices of $0.67 and $0.90 per share, respectively. During 1994 and 1995, options for 2,000 and 13,000 shares were exercised at a price of $0.67 per share. As of June 30, 1995, options for 19,687 of these shares had been canceled, 32,813 had been exercised and 78,000 were outstanding and exercisable.
There are a total of 697,632 stock options exercisable under the Company's stock option plans as of June 30, 1995.
Options vest at various rates over periods up to four years and may be exercised within ten years from the date of grant.
COMMON STOCK RESERVED
Shares of authorized common stock have been reserved for the exercise of all options and warrants outstanding.
WARRANTS
In connection with a capital lease financing in March 1994 the Company issued warrants to purchase 26,738 shares of Common Stock at an exercise price of $7.48 expiring in April 1999. The value of these warrants, approximating $77,000, is being recognized as interest expense over the life of the lease.
IMMUNOGEN, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED
H. COMMITMENTS:
OPERATING LEASES
At June 30, 1995 the Company is leasing facilities in Cambridge, Norwood and Canton, Massachusetts. The facilities are rented under four separate lease arrangements whereby the respective lease terms expire in June 1997 (with a three-year extension option), September 1997, June 2002 (with an option to purchase at any time throughout the lease term) and April 2003. The Company is required to pay all operating expenses for the leased premises subject to escalation charges for certain expense increases over a base amount. Rent expense for leased facilities and equipment was approximately $936,000, $1,186,000 and $913,000 during fiscal years 1993, 1994 and 1995, respectively.
CAPITAL LEASES
In fiscal year 1988, the Company, as part of one of its lease agreements, arranged financing for $989,975 of improvements to one of its leased facilities through the lessor. The lessor obtained a five-year promissory note with a bank specifically to finance the improvements to the facility. The promissory note was amortized over a ten-year period. At the end of the first five years, the lessor refinanced the unamortized principal due the bank. Interest expense on the new note is incurred at the rate of 7.50% per annum.
In fiscal 1993 the Company executed a sale/leaseback agreement to finance up to $4.0 million of equipment costs at its Canton, Massachusetts manufacturing facility. In October 1993 the Company utilized $0.9 million of the agreement, subsequently terminated this agreement and the outstanding balance was repaid in April 1994.
In March 1994 the Company executed a sale/leaseback agreement to finance approximately $4.0 million of equipment at the Canton, Massachusetts manufacturing facility. As of June 30, 1994 all funds available under this agreement had been received. This transaction resulted in a gain on the sale of the assets which has been deferred and included in other non-current liabilities. This deferred gain is being amortized as other income over the life of the lease and amounted to approximately $56,000 in fiscal year 1995. The transaction also included warrants which expire in April 1999 (see Note G). The agreement commenced April 1, 1994 and expires in September 1998.
IMMUNOGEN, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED
I. RELATED PARTY TRANSACTION:
In April 1991 the Company made a $70,000 loan to one of its executive officers. The note carried an interest rate of 8.75% and was payable in equal, biweekly installments over a period of three years. In December 1993, the loan was paid in full.
J. EMPLOYEE BENEFIT PLANS:
Effective September 1, 1990, the Company implemented a deferred compensation plan under Section 401(k) of the Internal Revenue Code (the "Plan"). Under the Plan, eligible employees are permitted to contribute, subject to certain limitations, up to 15% of their gross salary. The Company makes a matching contribution which currently totals 20% of the employee's contribution, up to a maximum amount equal to 1% of the employee's gross salary. In fiscal 1994 and 1995, the Company's contributions to the Plan amounted to $62,000 and $51,000, respectively.
K. SEVERANCE AGREEMENTS:
Two of the Company's senior executives terminated their employment in fiscal 1994. At June 30, 1995 all severance costs had been paid to these individuals.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS
DIRECTORS
The section entitled "Election of Directors" in the Company's definitive proxy statement for its 1995 Annual Meeting of Shareholders, which the Company intends to file with the Securities and Exchange Commission on or about October 1, 1995, is hereby incorporated by reference.
The background of these executive officers is as follows:
Mitchel Sayare, Chief Executive Officer and a Director since 1986, joined the Company in 1986. He served as President from 1986 to July 1992. From 1982 to 1985, Mr. Sayare was an executive at Xenogen, Inc., a biotechnology company specializing in monoclonal antibody-based diagnostic systems for cancer. As Vice President for Development at Xenogen, Mr. Sayare was responsible for the development of several diagnostic kits which were licensed to major pharmaceutical companies. From 1977 to 1982, Mr. Sayare was Assistant Professor of Biophysics and Biochemistry at the University of Connecticut. He holds a Ph.D. in Biochemistry from Temple University School of Medicine.
Frank J. Pocher, Vice President, Chief Financial Officer and Treasurer joined the Company in November 1988. Prior to joining ImmunoGen, Mr. Pocher was the Executive Vice President and Chief Financial Officer of Seragen, Inc., a biotechnology company developing recombinant products for cancer and transplantation rejection. From 1980 to 1984, Mr. Pocher served as Chief Financial Officer and then President and Chief Executive Officer of Aviation Simulation Technology, Inc. Prior to that time, he held a variety of senior financial positions at General Electric Company and Honeywell, Inc. He holds an MBA from Rutgers University.
Walter A. Blattler, Ph.D., Senior Vice President, Research and Development, joined the Company in October 1987. From 1981 to 1987, Dr. Blattler was chief scientist for the ImmunoGen-supported research program at Dana-Farber
Cancer Institute, where he managed the work of fourteen other scientists. Dr. Blattler received his Ph.D. from the Swiss Federal Institute of Technology in Zurich in 1978.
Carol A. Gloff, Ph.D., Vice President, Chief Regulatory Officer, joined the Company in November 1993. Prior to joining ImmunoGen, Dr. Gloff held various positions at Alkermes, Inc., a neuropharmaceutical company developing CNS therapeutics and diagnostics, including Director of Product Development and most recently Vice President of Regulatory Affairs. From 1984 to 1990, Dr. Gloff held a variety of positions at Triton Biosciences, Inc., a biotechnology firm specializing in recombinant DNA and monoclonal antibody-derived technologies applied to cancer diagnosis and therapy, most recently as Manager of Toxicology/Pharmacology. Prior to that time, Dr. Gloff held positions at Pennwalt Pharmaceuticals and the University of Rochester Medical Center. Dr. Gloff holds a Ph.D. in Pharmaceutical Chemistry from the University of California San Francisco.
The section entitled "Compliance with Section 16(a) of the Securities Exchange Act of 1934" in the Company's definitive proxy statement for its 1995 Annual Meeting of Shareholders is hereby incorporated by reference.
ITEM 11. EXECUTIVE COMPENSATION
The reports entitled "Summary Compensation Table," "Option Grants in Last Fiscal Year," "Employment Contracts, Termination of Employment and Change in Control Agreements" and "Aggregated Option Exercises in Last Fiscal Year and Fiscal Year-End Values" in the Company's definitive proxy statement for its 1995 Annual Meeting of Shareholders are hereby incorporated by reference.
ITEM 12. SECURITIES OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The section entitled "Principal Shareholders" in the Company's definitive proxy statement for its 1995 Annual Meeting of Shareholders is hereby incorporated by reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The section entitled "Certain Transactions" in the Company's definitive proxy statement for its 1995 Annual Meeting of Shareholders is hereby incorporated by reference.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a) Financial Statements
(1) and (2) See "Index to Consolidated Financial Statements and Supplemental Schedules" at Item 8