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): March 5, 1999
  
  
  
                                 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
  
                    IMG  Technology,  LLC  ("IMG"),  an 80%  owned  subsidiary  of
  Immunomedics,   Inc.("Company"),   has  formed  a  joint  venture  with  Coulter
  Corporation   ("Coulter")   for  the  purpose  of  developing   targeted  cancer
  therapeutics. The joint venture, known as IBC Pharmaceuticals,  LLC ("IBC"), was
  organized as a Delaware limited liability company.
  
                    On March 5, 1999, the Company contributed to IBC, on behalf of
  IMG, certain rights to its proprietary  humanized  antibodies against the cancer
  marker carcinoembryonic  antigen, which is used in its CEA-Cide(a)  therapeutic,
  and  Coulter  contributed  to IBC  certain  rights to its  bispecific  targeting
  technology called the "Affinity Enhancement System" or AES. The Company assigned
  its rights pursuant to the terms of a license  agreement with IBC dated March 5,
  1999 in exchange for the grant to IMG of a 53.28% interest in IBC ("Immunomedics
  License  Agreement").  Coulter received a 46.72% interest in IBC in exchange for
  its contribution.
  
                    The  license  granted  to IBC is a  worldwide,  royalty  free,
  exclusive  license  which is  limited  to the "IBC  Field"  with  respect to the
  "Immunomedics Patent Property" and the "Immunomedics  Biotechnology  Assets," as
  those terms are defined in Section 1 of the Immunomedics License Agreement.
  
                    Additionally on March 5, 1999,  several investors  contributed
  $3,000,000  to IBC in exchange for a 7% interest in the venture,  resulting in a
  corresponding  reduction of IMG's and  Coulter's  interests in IBC to 49.55% and
  43.45%  respectively.  Coulter,  IMG and the investors entered into an operating
  agreement  (the "IBC  Operating  Agreement")  which  establishes  the rights and
  obligations  of the  respective  members.  Under the terms of the IBC  Operating
  Agreement,  neither IMG nor Coulter may sell any portion of its  interest in IBC
  without first  providing the other with a right of first refusal with respect to
  such sale,  provided  that after a public  offering of IBC  securities,  IMG and
  Coulter will be permitted to sell up to 20% of their respective interests in IBC
  free of such right of first refusal.
  
                    IMG is a Delaware limited liability  company owned 80%  by the
  Company and 20% by Dr. David Goldenberg.  Dr. Goldenberg, who is the Chairman of
  the Board of the Company,  received  his  interest  pursuant to the terms of his
  employment  agreement  with the Company.  IMG is intended to be a single purpose
  entity,  its sole asset being its interest in IBC. Dr.  Goldenberg  and IMG have
  entered  into an  operating  agreement  (the "IMG  Operating  Agreement")  which
  establishes their relative rights and obligations.
  
                    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.
  
                    At  a  special meeting of stockholders held on March 19, 1999,
  stockholders of the Company authorized the issuance, if necessary,  of shares of
  common  stock in excess of  7,577,617  shares  upon  conversion  of the Series F
  Preferred Stock issued or issuable to investors in accordance with the Company's
  December 1999 Private  Placement.  The terms of the Series F Preferred Stock are
  more fully set forth in the Proxy Statement dated February 10, 1999 in conection
  with the special meeting.
  
  Item 7.  Financial Statements and Exhibits
  
           (c) Exhibits
  
  Exhibit No.  Description
  
    10.1            Operating  Agreement,  dated  March 5, 1999,  by and among IMG
                    Technology,  LLC, Coulter  Corporation and the investors named
                    therein.
  
    10.2            License  Agreement,  dated  March  5,  1999,  by  and  between
                    Immunomedics, Inc. and IBC Pharmaceuticals, LLC.
  
  
                                          2
  
  <PAGE>
  
  
  
    10.3            Operating  Agreement,  dated  March  5, 1999,  by  and between
                    Immunomedics,  Inc.,  IMG   Technology,  LLC   and   David  M.
                    Goldenberg.
  
    99.1            Press Release, dated March 8, 1999
  
  
                                          3
  
  <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:  March 23, 1999
  
  
                                          4
  
  <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": "99571672"}, "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): March 5, 1999
  
                                 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
  
                    IMG  Technology,  LLC  ("IMG"),  an 80%  owned  subsidiary  of
  Immunomedics,   Inc.("Company"),   has  formed  a  joint  venture  with  Coulter
  Corporation   ("Coulter")   for  the  purpose  of  developing   targeted  cancer
  therapeutics. The joint venture, known as IBC Pharmaceuticals,  LLC ("IBC"), was
  organized as a Delaware limited liability company.
  
                    On March 5, 1999, the Company contributed to IBC, on behalf of
  IMG, certain rights to its proprietary  humanized  antibodies against the cancer
  marker carcinoembryonic  antigen, which is used in its CEA-Cide(a)  therapeutic,
  and  Coulter  contributed  to IBC  certain  rights to its  bispecific  targeting
  technology called the "Affinity Enhancement System" or AES. The Company assigned
  its rights pursuant to the terms of a license  agreement with IBC dated March 5,
  1999 in exchange for the grant to IMG of a 53.28% interest in IBC ("Immunomedics
  License  Agreement").  Coulter received a 46.72% interest in IBC in exchange for
  its contribution.
  
                    The  license  granted  to IBC is a  worldwide,  royalty  free,
  exclusive  license  which is  limited  to the "IBC  Field"  with  respect to the
  "Immunomedics Patent Property" and the "Immunomedics  Biotechnology  Assets," as
  those terms are defined in Section 1 of the Immunomedics License Agreement.
  
                    Additionally on March 5, 1999,  several investors  contributed
  $3,000,000  to IBC in exchange for a 7% interest in the venture,  resulting in a
  corresponding  reduction of IMG's and  Coulter's  interests in IBC to 49.55% and
  43.45%  respectively.  Coulter,  IMG and the investors entered into an operating
  agreement  (the "IBC  Operating  Agreement")  which  establishes  the rights and
  obligations  of the  respective  members.  Under the terms of the IBC  Operating
  Agreement,  neither IMG nor Coulter may sell any portion of its  interest in IBC
  without first  providing the other with a right of first refusal with respect to
  such sale,  provided  that after a public  offering of IBC  securities,  IMG and
  Coulter will be permitted to sell up to 20% of their respective interests in IBC
  free of such right of first refusal.
  
                    IMG is a Delaware limited liability  company owned 80%  by the
  Company and 20% by Dr. David Goldenberg.  Dr. Goldenberg, who is the Chairman of
  the Board of the Company,  received  his  interest  pursuant to the terms of his
  employment  agreement  with the Company.  IMG is intended to be a single purpose
  entity,  its sole asset being its interest in IBC. Dr.  Goldenberg  and IMG have
  entered  into an  operating  agreement  (the "IMG  Operating  Agreement")  which
  establishes their relative rights and obligations.
  
                    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.
  
                    At  a  special meeting of stockholders held on March 19, 1999,
  stockholders of the Company authorized the issuance, if necessary,  of shares of
  common  stock in excess of  7,577,617  shares  upon  conversion  of the Series F
  Preferred Stock issued or issuable to investors in accordance with the Company's
  December 1999 Private  Placement.  The terms of the Series F Preferred Stock are
  more fully set forth in the Proxy Statement dated February 10, 1999 in conection
  with the special meeting.
  
  Item 7.  Financial Statements and Exhibits
  
           (c) Exhibits
  
  Exhibit No.  Description
  
    10.1            Operating  Agreement,  dated  March 5, 1999,  by and among IMG
                    Technology,  LLC, Coulter  Corporation and the investors named
                    therein.
  
    10.2            License  Agreement,  dated  March  5,  1999,  by  and  between
                    Immunomedics, Inc. and IBC Pharmaceuticals, LLC.
  
                                          2
  10.3            Operating  Agreement,  dated  March  5, 1999,  by  and between
                    Immunomedics,  Inc.,  IMG   Technology,  LLC   and   David  M.
                    Goldenberg.
  
    99.1            Press Release, dated March 8, 1999
  
                                          3
  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:  March 23, 1999
  
                                          4