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Proc-Type: 2001,MIC-CLEAR
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<SEC-DOCUMENT>0001102624-09-000041.txt : 20090211
<SEC-HEADER>0001102624-09-000041.hdr.sgml : 20090211
<ACCEPTANCE-DATETIME>20090211131126
ACCESSION NUMBER:		0001102624-09-000041
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		2
CONFORMED PERIOD OF REPORT:	20090211
ITEM INFORMATION:		Results of Operations and Financial Condition
ITEM INFORMATION:		Financial Statements and Exhibits
FILED AS OF DATE:		20090211
DATE AS OF CHANGE:		20090211

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			IMMUCELL CORP /DE/
		CENTRAL INDEX KEY:			0000811641
		STANDARD INDUSTRIAL CLASSIFICATION:	IN VITRO & IN VIVO DIAGNOSTIC SUBSTANCES [2835]
		IRS NUMBER:				010382980
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		8-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-12934
		FILM NUMBER:		09588708

	BUSINESS ADDRESS:	
		STREET 1:		56 EVERGREEN DR
		CITY:			PORTLAND
		STATE:			ME
		ZIP:			04103
		BUSINESS PHONE:		2078782770

	MAIL ADDRESS:	
		STREET 1:		56 EVERGREEN DRIVE
		CITY:			PORTLAND
		STATE:			ME
		ZIP:			04103
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>immucell8k.htm
<DESCRIPTION>IMMUCELL CORPORATION 8-K
<TEXT>
<table cellpadding="3" border="0" cellspacing="0" width="100%">
<tr><td>
</td></tr>
</table>
<center>
<table border=0 cellpadding=3 cellspacing=0>
<tr><td align="center"><br><br>
<B>UNITED STATES</B><br>
<B>SECURITIES AND EXCHANGE COMMISSION</B><br>
Washington, D.C. 20549<p>
<hr size=1>
<p><b>FORM 8-K<p>
CURRENT REPORT
<p>
Pursuant to Section 13 or 15(d) of the<br>Securities Exchange Act of 1934
</td>
</tr>
</table>
<p>
<b>
<table border=0 cellpadding=0 cellspacing=0>
<tr><td colspan=5 align=center>
<b>Date of Report: February  11, 2009</b><br>
(Date of earliest event reported)<br><br>
</td></tr>
<tr><td colspan=5 align=center>
<b>ImmuCell Corporation</b><br>
(Exact name of registrant as specified in its charter)
</td></tr>
<tr><td colspan=5><br></td></tr>
<tr>
<td align=center colspan=2 width="40%" valign="top">
<b>ME</b><br>
(State or other jurisdiction <br>of incorporation)
</td>
<td align=center width="20%" valign="top">
<b>001-12934</b><br>
(Commission File Number)
</td>
<td align=center colspan=2 width="40%" valign="top">
<b>01-0382980</b><br>
(IRS Employer <br>Identification Number)
</td>
</tr>
<tr><td colspan=5><br></td></tr>
<tr>
<td align="center" colspan=2>
<b>56 Evergreen Drive</b><br>
(Address of principal executive offices)
</td>
<td>&nbsp;</td>
<td align="center" colspan=2>
<b>04103</b><br>
(Zip Code)
</td>
</tr>
<tr><td colspan=5 align=center><br>
<b>207-878-2770</b><br>(Registrant's telephone number, including area code)
</td></tr>
<tr><td colspan=5><br></td></tr>
<tr><td colspan=5 align=center>
<b>Not Applicable</b><br>(Former Name or Former Address, if changed since last report)<br>
</td></tr>
</table>
</center>
<br><br>
</b>
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:<br>
<dl>
 <dd><font face="wingdings">o</font> Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)<br>
 <dd><font face="wingdings">o</font> Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)<br>
 <dd><font face="wingdings">o</font> Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

  <br>
 <dd><font face="wingdings">o</font> Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

  <br>
</dl>
<hr size=1>
<table width=100%>
<tr><td width="100%">
<b>Item 2.02. Results of Operations and Financial Condition</b></b><br>
<br>
On February 11, 2009 ImmuCell Corporation (the "Company") issued a press release announcing earnings results for the three and twelve month periods ended December 31, 2008.  The full text of the press release issued in connection with the announcement is attached as Exhibit 99.1 to this Current Report on Form 8-K.
<br>
<br>The information shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act (the "Exchange Act") or otherwise subject to liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 of the Exchange Act, except as expressly set forth by specific reference in such filing.
<br>
<p>
<b>Item 9.01. Financial Statements and Exhibits</b></b><br />
<br>

<p>
<b>(a) Financial statements:</b><br>
&nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp;  None<br>
<b>(b) Pro forma financial information:</b><br>
&nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp;  None<br>
<b>(c) Shell company transactions:</b><br>
&nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp;  None<br>
<b>(d) Exhibits</b><br>
&nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp;  99.1 &nbsp; &nbsp; &nbsp; <a href="immucellcorporation.htm">Press Release of ImmuCell Corporation dated February  11, 2009</a></b>
<br>
<p>
<hr size=1>
<b><center>SIGNATURE</center></b>
<p>
&nbsp; &nbsp; &nbsp; 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.<p>
</td></tr>
</table>
<br>
<table>
<tr>
<td width="50%" valign=top>
Dated: February  11, 2009<br>
</td>
<td>
<b>IMMUCELL CORPORATION</b>
<p>
By: <u>&nbsp;/s/ Michael F. Brigham &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; </u> <br>
&nbsp; &nbsp; &nbsp;Michael F. Brigham<br>
&nbsp; &nbsp; &nbsp;<i>President and CEO</i><br>
</td></tr>
</table>
<hr>
<center>
<table border=0 width="100%">
<tr><td colspan=2>
<center><b>Exhibit Index</b></center>
</td>
</tr>
<tr>
<td width=50% align=center><b><u>Exhibit No.</u></b></td>
<td width=50% align=center><b><u>Description</u></b></td>
</tr>
<tr>
<td align=center>99.1</td>
<td align=center>Press Release of ImmuCell Corporation dated February  11, 2009</td>
</tr>
</table>
</center>
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>2
<FILENAME>immucellcorporation.htm
<DESCRIPTION>IMMUCELL CORPORATION PRESS RELEASE
<TEXT>

<p></p>
<b>ImmuCell Announces Financial Results for 2008</b>
<p>PORTLAND, ME -- (Marketwire - February  11, 2009) -  ImmuCell Corporation (NASDAQ: ICCC) today
announced the results of its operations for the quarter and year ended
December 31, 2008.
</p>
<p>
For the three-month period ended December 31, 2008, product sales decreased
by 16%, or $243,000, to $1,247,000 in comparison to the same period in
2007.  For the year ended December 31, 2008, product sales decreased by 3%,
or $144,000, to $4,628,000 in comparison to the same period in 2007.
</p>
<p>
"Domestic product sales increased 3% during 2008 (over 2007), while total
product sales were down by 3%.  As we work to introduce our products
(principally First Defense&#174;) to markets outside of the United States, we
expect some volatility in those territories.  Foreign sales were down by
26% in 2008 (under 2007), but 2008 foreign sales were 18% higher than 2006
foreign sales," commented Michael F. Brigham, President and CEO.  "In this
very difficult economic environment, we are somewhat satisfied at least to
see modest growth in the domestic market while we continue to work to
increase our total overall sales."
</p>
<p>
Product development expenses increased by 18%, or $76,000, to $506,000
during the three-month period ended December 31, 2008 in comparison to the
same period in 2007.  Product development expenses increased by 11%, or
$167,000, to $1,746,000 during the year ended December 31, 2008 in
comparison to the same period in 2007.  During the year ended December 31,
2007, product development expenses included approximately $439,000 in
non-cash amortization expense pertaining to a technology asset that was
written off during the third quarter of 2007.
</p>
<p>
The loss before income taxes was $(251,000) during the three-month period
ended December 31, 2008 in contrast to income before income taxes of
$115,000 during the same period in 2007.   The net loss was $(40,000) (or
$(0.01) per share) during the three-month period ended December 31, 2008 in
contrast to net income of $72,000 (or $0.02 per diluted share) during the
same period in 2007.
</p>
<p>
The loss before income taxes was $(961,000) during the year ended December
31, 2008 in contrast to income before income taxes of $1,144,000 during the
same period in 2007.  Our previously disclosed projected loss before income
taxes of up to $(750,000) was exceeded principally due to an unexpected
decrease in gross margin on product sales.  The net loss was $(469,000) (or
$(0.16) per share) during the year ended December 31, 2008 in contrast to
net income of $662,000 (or $0.22 per diluted share) during the same period
in 2007.  Technology licensing revenue decreased by $1,248,000 (or 100%),
as the result of the product development and marketing agreement that was
terminated during the third quarter of 2007.
</p>
<p>
"After nine consecutive years of profitability, our loss before income
taxes in 2008 reflects our strategic decision to make a significant and
controlled investment in the development of Mast Out&#174;," added Mr.
Brigham.  "In connection with the development of Mast Out&#174;, we have now
enrolled approximately 55% of the qualified cases required to reach our
targeted size for the pivotal effectiveness study."
</p>
<p>
Cash, cash equivalents and short-term investments decreased by 7%, or
$358,000, to $5,054,000 at December 31, 2008 as compared to $5,412,000 at
December 31, 2007.  Stockholders' equity decreased by 4%, or $413,000, to
$9,644,000 at December 31, 2008 as compared to $10,057,000 at December 31,
2007.  The Company had 2,895,000 shares of common stock outstanding as of
December 31, 2008.
</p>
<p>
<pre>
                                          (Unaudited)
                                          Three Months     Twelve Months
                                             Ended            Ended
                                          December 31,      December 31,
                                        ----------------- ----------------
(In thousands, except per share
 amounts)                                 2008     2007     2008     2007
                                        -------  -------- -------  --------
Revenues:
Product Sales                           $ 1,247  $  1,490 $ 4,628  $  4,772
Other Revenues                                1        13       5     1,297
                                        -------  -------- -------  --------
Total Revenues                            1,248     1,503   4,633     6,069

Cost and expenses:
Product costs                               677       651   2,559     2,269
Product development expenses                506       430   1,746     1,579
Selling, general and administrative
 expenses                                   357       365   1,496     1,349
                                        -------  -------- -------  --------
Total costs and expenses                  1,540     1,446   5,801     5,197
                                        -------  -------- -------  --------

Net operating (loss) income                (292)       57  (1,168)      872

Interest and other income                    41        58     207       272
                                        -------  -------- -------  --------

(Loss) income before income taxes          (251)      115    (961)    1,144
Income tax (benefit) expense               (211)       43    (492)      482
                                        -------  -------- -------  --------
Net (loss) income                       $   (40) $     72 $  (469) $    662
                                        =======  ======== =======  ========

Net (loss) income per common share:
Basic                                   $ (0.01) $   0.02 $ (0.16) $   0.23
Diluted                                 $ (0.01) $   0.02 $ (0.16) $   0.22
                                        =======  ======== =======  ========

Weighted average common shares
 outstanding:
Basic                                     2,895     2,892   2,894     2,897
Diluted                                   2,895     2,990   2,894     3,034


                                         At December 31,    At December 31,
(In thousands)                                 2008              2007
                                         ---------------    ---------------
Cash, cash equivalents and short-term
 investments                             $         5,054    $         5,412
Total assets                                      10,128             10,412
Net working capital                                6,245              6,710
Stockholders&#146; equity                     $         9,644    $        10,057
</pre>
</p>
<p>
ImmuCell Corporation is a biotechnology company that is developing,
manufacturing and selling products that improve animal health and
productivity in the dairy and beef industries.  Press releases and other
information about the Company are available at http://www.immucell.com.
</p>
<p>
Forward-Looking Statement Disclaimer
</p>
<p>
The foregoing press release contains certain "forward-looking statements"
within the meaning of the Private Securities Litigation Reform Act of 1995
concerning ImmuCell's sales growth. Factors that could cause the Company's
future results to differ materially from those described in the
forward-looking statements, together with other risk factors, are detailed
from time to time in filings we make with the Securities and Exchange
Commission, including our Annual Report on Form 10-K and our Quarterly
Reports on Form 10-Q. Forward-looking statements in this press release are
based on our current information and expectations. Actual results may
differ materially due to various factors, including those risks.

</p>
<pre>
Contact:
Michael F. Brigham
President and Chief Executive Officer
(207) 878-2770 Ext. 3106


</pre>
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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