SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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): November 6, 2003
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CYTOGEN CORPORATION
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(Exact Name of Registrant as Specified in Charter)
Delaware 000-14879 222322400
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(State or Other Jurisdiction (Commission File Number) (I.R.S. Employer
of Incorporation) Identification No.)
650 College Road East, CN 5308, Suite 3100, Princeton, NJ 08540
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (609) 750-8200
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ITEM 5. OTHER EVENTS.
On October 29, 2003, Cytogen Corporation, a Delaware corporation (the
"Company") filed a registration statement (File No. 333-110040) (the
"Registration Statement") on Form S-3 with the Securities and Exchange
Commission (the "Commission") relating to the public offering pursuant to Rule
415 under the Securities Act of 1933, as amended, of up to an aggregate of
$60,000,000 in shares of common stock of the Company. The Commission declared
the Registration Statement effective on October 30, 2003.
On November 6, 2003, the Company entered into a Share Purchase
Agreement (the "Share Purchase Agreement") with certain institutional investors
pursuant to which the Company issued and sold an aggregate of 1,863,637 shares
of its common stock at a purchase price of $11.00 per share for aggregate gross
proceeds of $20.5 million.
A copy of each of the Share Purchase Agreement and the related press
release of the Company, dated November 7, 2003, are filed herewith as Exhibits
10.1 and 99.1, respectively, and are incorporated herein by reference. The
foregoing description of the issuance of Common Stock by the Company is
qualified in its entirety by reference to such Exhibits.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) Exhibits.
Exhibit No. Description
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10.1 Share Purchase Agreement by and among the Company
and the Purchasers dated November 6, 2003.
99.1 Press release of the Company dated November 7,
2003.
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.
CYTOGEN CORPORATION
By: /s/ Michael D. Becker
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Michael D. Becker
President and Chief Executive Officer
Dated: November 7, 2003
EXHIBIT INDEX
Exhibit No. Description
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10.1 Share Purchase Agreement by and among the Company and
the Purchasers dated November 6, 2003.
99.1 Press release of the Company dated November 7, 2003.