content: SECURITIES AND EXCHANGE COMMISSION
  
                               Washington, D.C. 20549
  
  
                                      FORM 8-K
  
                                   CURRENT REPORT
  
                       Pursuant to Section 13 or 15(d) of the
                           Securities Exchange Act of 1934
  
  
         Date of Report (Date of earliest event reported): December 9, 1998
  
  
  
                                 IMMUNOMEDICS, INC.
               (Exact name of registrant as specified in its charter)
  
  
  
  
           Delaware                       0-12104                 61-1009366
  (State or Other Jurisdiction          (Commission)             (IRS Employer
       of  Incorporation)               File Number)           Identification No.)
  
  
  
  
          300 American Road, Morris Plains, New Jersey        07950
           (Address of principal executive offices)         (Zip Code)
  
  
  
  
         Registrant's telephone number, including area code: (973) 605-8200
  
  
  
  
            (Former name or former address, if changed since last report)
  
  <PAGE>
  
  
  
  Item 5.  Other Events
  
           On December 9, 1998,  Immunomedics,  Inc. (the  "Company")  completed a
  private  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 gross proceeds of $12,500,000.
  
           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 the Company's
  common stock,  par value $.01 per share (the "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.
  
           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, the Company, during the 90-day period commencing
  on December 1, 1999 may, at its option,  require the Investors to purchase up to
  an  additional  750  shares  ($7.5  million)  of Series F Stock.  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 required 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
  
                                          2
  
  <PAGE>
  
  
  
  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  Investor;
  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.
  
           (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 Company also has agreed to hold a Special  Meeting of  Stockholders
  on or before March 24, 1999, to seek approval of the issuance of any shares upon
  conversion  of the Series F Stock in excess of 20% of the number of  outstanding
  shares of Common Stock on December 9, 1998 (i.e.,  7,577,617 in accordance  with
  the rules and The Nasdaq  Market,  Inc. (the  "Exchange  Cap").  Approval of the
  proposal will only require a majority of the shares voting in person or by proxy
  at the Special Meeting of Stockholders.  Dr. Goldenberg,  certain members of his
  family and certain executive  officers of the Company,  holding in the aggregate
  approximately 30% 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 27% of the currently  outstanding
  shares of Common  Stock  prior to such  stockholders  meeting.  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 the  proposal  is not
  approved by stockholders.
  
           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
  
                                          3
  
  <PAGE>
  
  
  
  Stock,  during the 25 trading  days  ending  June 7, 1999 (the date on which the
  Initial Fixed Price is determined).
  
           The Company has agreed to file the Registration  Statement on or before
  January 23, 1999 and to maintain effectiveness (subject to certain penalties for
  non-compliance   in  addition  to  the  penalties  set  forth  above),   of  the
  Registration  Statement.  The Company has agreed to reimburse  the Investors for
  their expenses in connection with their investment in the Series F Stock and the
  preparation of th Registration Statement, up to a maximum of $50,000.
  
           The offer and sale of the Series F Stock and the common stock  issuable
  upon  conversion  thereof was made pursuant to the exemption  from  registration
  provided Regulation D under the Securities Act of 1933.
  
           The foregoing  summaries of agreements are  necessarily  incomplete and
  selective,  and are qualified in their  entirety by reference to the  agreements
  summarized, each of which is attached hereto as an exhibit
  
  Item 7.  Financial Statements and Exhibits
  
           (c) Exhibits
  
  Exhibit No.  Description
  
     3.1            Amended Certificate of Designations, Preferences and Rights of
                    Series F Convertible Preferred Stock of Immunomedics, Inc.
  
    10.1            Securities Purchase Agreement, dated December 9, 1998,  by and
                    among Immunomedics, Inc. and the Investors.
  
    10.2            Registration  Rights  Agreement by and among dated December 9,
                    1998,  by and among Immunomedics, Inc. and the Investors.
  
    99.1            Press Release, dated December 9, 1998.
  
  
                                          4
  
  <PAGE>
  
  
  
                                     SIGNATURES
  
  
           Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
  the  Registrant  has duly  caused  this report to be signed on its behalf by the
  undersigned thereunto duly authorized.
  
  
                                                         IMMUNOMEDICS, INC.
  
  
                                                         By:/s/ Robert J. DeLuccia
                                                         Robert J. DeLuccia
                                                         President and
                                                         Chief Executive Officer
  
  
  
  Date:  December 15, 1998
  
                                          5
  
  <PAGE>
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metadata_filer: {"company-data": {"conformed-name": "IMMUNOMEDICS INC", "cik": "0000722830", "assigned-sic": "2835", "irs-number": "611009366", "state-of-incorporation": "DE", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-12104", "film-number": "98770052"}, "business-address": {"street1": "300 AMERICAN RD", "city": "MORRIS PLAINS", "state": "NJ", "zip": "07950", "phone": "9736058200"}, "mail-address": {"street1": "300 AMERICAN ROAD", "city": "MORRIS PLAINS", "state": "NJ", "zip": "07950"}}
text: SECURITIES AND EXCHANGE COMMISSION
  
                               Washington, D.C. 20549
  
                                      FORM 8-K
  
                                   CURRENT REPORT
  
                       Pursuant to Section 13 or 15(d) of the
                           Securities Exchange Act of 1934
  
         Date of Report (Date of earliest event reported): December 9, 1998
  
                                 IMMUNOMEDICS, INC.
               (Exact name of registrant as specified in its charter)
  
           Delaware                       0-12104                 61-1009366
  (State or Other Jurisdiction          (Commission)             (IRS Employer
       of  Incorporation)               File Number)           Identification No.)
  
          300 American Road, Morris Plains, New Jersey        07950
           (Address of principal executive offices)         (Zip Code)
  
         Registrant's telephone number, including area code: (973) 605-8200
  
            (Former name or former address, if changed since last report)
  Item 5.  Other Events
  
           On December 9, 1998,  Immunomedics,  Inc. (the  "Company")  completed a
  private  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 gross proceeds of $12,500,000.
  
           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 the Company's
  common stock,  par value $.01 per share (the "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.
  
           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, the Company, during the 90-day period commencing
  on December 1, 1999 may, at its option,  require the Investors to purchase up to
  an  additional  750  shares  ($7.5  million)  of Series F Stock.  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 required 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
  
                                          2
  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  Investor;
  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.
  
           (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 Company also has agreed to hold a Special  Meeting of  Stockholders
  on or before March 24, 1999, to seek approval of the issuance of any shares upon
  conversion  of the Series F Stock in excess of 20% of the number of  outstanding
  shares of Common Stock on December 9, 1998 (i.e.,  7,577,617 in accordance  with
  the rules and The Nasdaq  Market,  Inc. (the  "Exchange  Cap").  Approval of the
  proposal will only require a majority of the shares voting in person or by proxy
  at the Special Meeting of Stockholders.  Dr. Goldenberg,  certain members of his
  family and certain executive  officers of the Company,  holding in the aggregate
  approximately 30% 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 27% of the currently  outstanding
  shares of Common  Stock  prior to such  stockholders  meeting.  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 the  proposal  is not
  approved by stockholders.
  
           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
  
                                          3
  Stock,  during the 25 trading  days  ending  June 7, 1999 (the date on which the
  Initial Fixed Price is determined).
  
           The Company has agreed to file the Registration  Statement on or before
  January 23, 1999 and to maintain effectiveness (subject to certain penalties for
  non-compliance   in  addition  to  the  penalties  set  forth  above),   of  the
  Registration  Statement.  The Company has agreed to reimburse  the Investors for
  their expenses in connection with their investment in the Series F Stock and the
  preparation of th Registration Statement, up to a maximum of $50,000.
  
           The offer and sale of the Series F Stock and the common stock  issuable
  upon  conversion  thereof was made pursuant to the exemption  from  registration
  provided Regulation D under the Securities Act of 1933.
  
           The foregoing  summaries of agreements are  necessarily  incomplete and
  selective,  and are qualified in their  entirety by reference to the  agreements
  summarized, each of which is attached hereto as an exhibit
  
  Item 7.  Financial Statements and Exhibits
  
           (c) Exhibits
  
  Exhibit No.  Description
  
     3.1            Amended Certificate of Designations, Preferences and Rights of
                    Series F Convertible Preferred Stock of Immunomedics, Inc.
  
    10.1            Securities Purchase Agreement, dated December 9, 1998,  by and
                    among Immunomedics, Inc. and the Investors.
  
    10.2            Registration  Rights  Agreement by and among dated December 9,
                    1998,  by and among Immunomedics, Inc. and the Investors.
  
    99.1            Press Release, dated December 9, 1998.
  
                                          4
  SIGNATURES
  
           Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
  the  Registrant  has duly  caused  this report to be signed on its behalf by the
  undersigned thereunto duly authorized.
  
                                                         IMMUNOMEDICS, INC.
  
                                                         By:/s/ Robert J. DeLuccia
                                                         Robert J. DeLuccia
                                                         President and
                                                         Chief Executive Officer
  
  Date:  December 15, 1998
  
                                          5