UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-K

X  |

 

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended June 30, 2006

OR

|     |

 

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _______ to _______ Commission file number 0-17999

ImmunoGen, Inc.

Massachusetts
(State or other jurisdiction of incorporation or organization)

04-2726691
(I.R.S. Employer Identification No.)

128 Sidney Street, Cambridge, MA 02139
(Address of principal executive offices, including zip code)

(617) 995-2500
(Registrant's telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class
---------------------------------------
Common Stock, $.01 par value

Name of Each Exchange on Which Registered
---------------------------------------------------
The NASDAQ Stock Market LLC

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.     |    |  Yes      |  X  |  No

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.     |    |  Yes      |  X  |  No

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
|  X  |  Yes      |    |  No

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.     |  X  |

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of "accelerated filer and large accelerated filer" in Rule 12b-2 of the Exchange Act. (Check one):
|    |  Large accelerated filer       |  X  |  Accelerated filer      |    |  Non-accelerated filer

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).     |    |  Yes      |  X  |  No

Aggregate market value, based upon the closing sale price of the shares as reported by the NASDAQ Global Market, of voting stock held by non-affiliates at December 31, 2005 $170,836,485 (excludes shares held by executive officers, directors, and beneficial owners of more than 10% of the Company's common stock). Exclusion of shares held by any person should not be construed to indicate that such person possesses the power, direct or indirect, to direct or cause the direction of management or policies of the registrant, or that such person is controlled by or under common control with the registrant. Common Stock outstanding at August 23, 2006: 41,485,005 shares.

Table of Contents

Section

 

Part I

 

 

1.

 

Business

 

 

1A.

Risk Factors

 

1B.

Unresolved Staff Comments

 

2.

Properties

 

3.

Legal Proceedings

 

4.

Submission of Matters to a Vote of Security Holders

 
 

Section

 

Part II

 

 

5.

 

Market for the Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of
Equity Securities

 

 

6.

 

Selected Financial Data

 

 

7.

 

Management's Discussion and Analysis of Financial Condition and Results of Operations

 

 

7A.

 

Quantitative and Qualitative Disclosures About Market Risk

 

 

8.

 

Financial Statements and Supplementary Data

 

 

9.

 

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

 

 

9A.

 

Controls and Procedures

 

 

9B.

 

Other Information

 

 
 

Section

 

Part III

 

 

10.

 

Directors and Executive Officers of the Registrant..

 

 

11.

 

Executive Compensation

 

 

12.

 

Security Ownership of Certain Beneficial Owners and Management and Related
Stockholder Matters

 

 

13.

 

Certain Relationships and Related Transactions

 

 

14.

 

Principal Accountant Fees and Services

 

 
 

Section

 

Part IV

 

 

15.

 

Exhibits and Financial Statement Schedules

 

 

 

Signatures