Immunicon Corp - Current report filing (8-K)
March 05 2008 - 3:46PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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 3,
2008
IMMUNICON CORPORATION
(Exact Name
of Registrant Specified in Charter)
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Delaware
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000-50677
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23-2269490
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(State or Other Jurisdiction
of Incorporation)
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(Commission File Number)
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(I.R.S. Employer
Identification No.)
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3401 Masons Mill Road, Suite 100
Huntingdon Valley, Pennsylvania
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19006
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrants telephone number, including area code: (215) 830-0777
Not Applicable
(Former Name or
Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions (
see
General Instruction A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 2.03.
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Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
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The disclosure provided in Item 8.01 below is incorporated into this Item 2.03 by reference.
On March 3, 2008, the
arbitrator (the Arbitrator) in the American Arbitration Association proceedings (the Arbitration) brought by Immunicon Corporation (Immunicon) against Veridex LLC, a Johnson & Johnson company
(Veridex), issued a final award (the Decision). In the Decision, the Arbitrator determined that Veridex was not in breach of its best efforts marketing obligation and dismissed Immunicons claims. The
Arbitrator awarded Veridex $304,013.00 in contract damages pursuant to Veridexs counterclaim in which Veridex had challenged Immunicons use of circulating tumor cell (CTC) reagents and analyzers as part of Immunicons
Pharma Services business. The Decision also dictated that the Arbitrators compensation and expenses of $221,911.29 is to be paid equally by Immunicon and Veridex.
In the Arbitration, Immunicon claimed, among other things, that Veridex had materially violated its obligation to devote best efforts in the marketing of
the CellSearch test developed by Immunicon pursuant to the 2000 Development, License and Supply Agreement, as amended, between Immunicon and Ortho-Clinical Diagnostics, Inc. (which has since been assigned to Veridex).
Immunicon is currently reviewing the Decision and assessing the Decisions impact on its business. On March 3, 2008, Immunicon issued a press
release announcing the Decision. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated into this Item 8.01 by reference.
Item 9.01.
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Financial Statements and Exhibits.
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(d) Exhibits.
99.1 Press release.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, Immunicon has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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IMMUNICON CORPORATION
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By:
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/s/ JAMES G. MURPHY
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James G. Murphy
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Senior Vice President, Finance and
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Administration and Chief Financial Officer
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Dated: March 5, 2008
EXHIBIT INDEX
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Exhibit No.
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Document
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99.1
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Press release.
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