-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, INX850B/RwcV5t5RoA6eMEx5FXkYuU9blKwMCFHKJnDEfmw6GT2zhLofBWzIBVpi tO1Ulxy7Nd86EqlrNPXbTw== 0001275287-05-002392.txt : 20050630 0001275287-05-002392.hdr.sgml : 20050630 20050630165612 ACCESSION NUMBER: 0001275287-05-002392 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050630 ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050630 DATE AS OF CHANGE: 20050630 FILER: COMPANY DATA: COMPANY CONFORMED NAME: IMMUNICON CORP CENTRAL INDEX KEY: 0001083132 STANDARD INDUSTRIAL CLASSIFICATION: LABORATORY ANALYTICAL INSTRUMENTS [3826] IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-50677 FILM NUMBER: 05929195 BUSINESS ADDRESS: STREET 1: 3401 MASONS MILL RD STREET 2: SUITE 100 CITY: HUNTINGTON VALLEY STATE: PA ZIP: 19006 BUSINESS PHONE: 215 830 0777 X121 8-K 1 ic3008.txt ================================================================================ UNITED STATES 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): June 30, 2005 IMMUNICON CORPORATION --------------------------------------------------- (Exact name of registrant specified in its charter) DELAWARE 000-50677 23-2269490 ---------------------------- ------------ ------------------- (State or other jurisdiction (Commission (I.R.S. Employer of incorporation) File Number) Identification No.) 3401 Masons Mill Rd., Suite 100, Huntingdon Valley, Pennsylvania 19006 --------------------------------------------------- ---------- (Address of principal executive offices) (Zip Code) Registrant's telephone, including area code: (215) 830-0777 Not applicable. -------------------------------------------------------------- (Former name and 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): [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) ================================================================================ ITEM 7.01. REGULATION FD DISCLOSURE. On June 30, 2005, Immunicon Corporation ("Immunicon") issued a press release announcing that the Company has made its first third party commercial shipment of a CellTracks(R) Analyzer II. This unit, shipped to the Fox Chase Cancer Center in Philadelphia, PA, will be utilized for research purposes under a previously announced Small Business Technology Transfer grant awarded by the National Institutes of Health ("NIH"). The CellTracks Analyzer II is the next generation analyzer to Immunicon's CellSpotter(R) Analyzer, launched in 2004, and improves the scanning procedure for identifying and counting rare cells. Immunicon received U.S. Food and Drug Administration 510(k) clearance for CellTracks Analyzer II in March 2005. A copy of Immunicon's press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference. The information in this Current Report on Form 8-K, including the exhibit hereto, is being furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing. ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS. (c) Exhibits. 99.1 - Press release dated June 30, 2005 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 hereunto duly authorized. IMMUNICON CORPORATION Date: June 30, 2005 By: JAMES G. MURPHY --------------------------------- Name: James G. Murphy Title: Senior Vice President, Finance and Administration and Chief Financial Officer EXHIBIT INDEX EXHIBIT NUMBER DOCUMENT - -------------- ---------------------------------- 99.1 Press release dated June 30, 2005. EX-99.1 2 ic3008ex991.txt Exhibit 99.1 IMMUNICON SHIPS CELLTRACKS(R) ANALYZER II TO THE FOX CHASE CANCER CENTER HUNTINGDON VALLEY, Pa., June 30 /PRNewswire-FirstCall/ -- Immunicon Corporation (Nasdaq: IMMC) announced today that the Company has made its first third party commercial shipment of a CellTracks(R) Analyzer II to the Fox Chase Cancer Center, in Philadelphia, PA. This unit will be utilized for research purposes under a previously announced Small Business Technology Transfer grant awarded by the National Institutes of Health ("NIH"). The CellTracks Analyzer II is the next generation analyzer to Immunicon's CellSpotter(R) Analyzer, which was launched in 2004. Both analysis platforms are intended for use with Immunicon's sample preparation instrument, the CellTracks AutoPrep System. The CellTracks Analyzer II improves the scanning procedure for identifying and counting rare cells. Furthermore, the system may be useful in research applications involving the analysis of associated cellular markers. Immunicon received U.S. Food and Drug Administration 510(k) clearance for CellTracks Analyzer II in March of this year. Byron Hewett, President and Chief Operating Officer, commented, "We are very pleased to have achieved this important milestone in the commercialization of our technology. We believe the CellTracks Analyzer II will provide important benefits to our customers. Additionally, this product is Immunicon's analytical platform of choice for future diagnostic and life science research applications." Separately, the Company announced that it had shipped three commercial CellTracks Analyzer II units to Veridex, LLC, a Johnson & Johnson company, for quality control testing, customer training, sales demonstrations and service training. Veridex has exclusive worldwide rights to market products based on Immunicon technology in the field of cancer cell analysis. Immunicon Corporation Immunicon Corporation is developing and commercializing proprietary cell- and molecular-based human diagnostic and life science research products with an initial focus on cancer disease management. The Company has developed platform technologies for selection and analysis of rare cells in blood, such as circulating tumor cells and circulating endothelial cells that are important in many diseases and biological processes. Immunicon's products and underlying technology platforms also have application in the clinical development of cancer drugs and in cancer research and may have applications in other fields of medicine, such as cardiovascular and infectious diseases. http://www.immunicon.com The information contained in this press release includes "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are often preceded by words such as "hope," "may," "believe," "anticipate," "plan," "expect," "intend," "assume," "will" and similar expressions. The Company cautions investors not to place undue reliance on the forward-looking statements contained in this press release. Forward-looking statements speak only as of the date of this press release, reflect management's current expectations and involve certain factors, such as risks and uncertainties that may cause actual results to be far different from those suggested by the Company's forward-looking statements. These factors include, but are not limited to, risks associated with: the Company's dependence on Veridex LLC, a Johnson and Johnson company, in the field of cancer cell analysis; the Company's capital and financing needs; research and development and clinical trial expenditures; commercialization of the Company's product candidates; the Company's ability to use licensed products and to obtain new licenses from third parties; the Company's ability to manage its growth; obtaining necessary regulatory approvals; reliance on third party manufacturers and suppliers; reimbursement by third party payors to the Company's customers for the Company's products; compliance with applicable manufacturing standards; the ability to earn license and milestone payments under the Company's agreement with Veridex; retaining key management or scientific personnel; delays in the development of new products or to planned improvements to the Company's products; effectiveness of the Company's products compared to competitors' products; protection of the Company's intellectual property and other proprietary rights; conflicts with the intellectual property of third parties; product liability lawsuits that may be brought against the Company; labor, contract or technical difficulties; and competitive pressures in the Company's industry. These factors are discussed in more detail in the Company's filings with the Securities and Exchange Commission. "Immunicon" and the Immunicon Corporation logo are registered trademarks of Immunicon Corporation. "CellSpotter" and "CellTracks" are registered trademarks of Immunivest Corporation, a wholly-owned subsidiary of Immunicon Corporation. ALL RIGHTS RESERVED. Contact Information: James G. Murphy SVP of Finance & Administration, CFO 215-830-0777 ext. 121 jmurphy@immunicon.com Investors/Media: The Ruth Group Jason Rando (media) 646-536-7025, jrando@theruthgroup.com John Quirk (investors) 646-536-7029, jquirk@theruthgroup.com SOURCE Immunicon Corporation -0- 06/30/2005 /CONTACT: James G. Murphy, SVP of Finance & Administration, CFO of Immunicon Corporation, +1-215-830-0777 ext. 121, jmurphy@immunicon.com; or Investors/Media, Jason Rando (media), +1-646-536-7025, jrando@theruthgroup.com, or John Quirk (investors), +1-646-536-7029, jquirk@theruthgroup.com, both of The Ruth Group / /Website: http://www.immunicon.com / - - -----END PRIVACY-ENHANCED MESSAGE-----