UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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CYTOGEN CORPORATION
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(Name of Registrant as Specified in its Charter)
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COMPANY Michael becker
CONTACT: CYTOGEN CORPORATION
(609) 750-8289
mbecker@cytogen.com
Cytogen to Hold Special Meeting of Stockholders to Approve a Reverse Stock Split
PRINCETON, N.J., (September 26, 2002) -- The Board of Directors of Cytogen
Corporation (Nasdaq: CYTO) today unanimously approved and recommended to
stockholders a proposal that would give the Board of Directors authority to
effect a reverse stock split of Cytogen's common stock. A special meeting of
Cytogen's stockholders will be held on October 25, 2002 to consider the
following proposals:
- An amendment to the Company's Restated Certificate of Incorporation, as
amended, to effect a reverse stock split of the Company's Common Stock,
$.01 par value per share (the "Common Stock"), and to grant the
Company's Board of Directors the authority, in its sole discretion, to
(i) set the ratio for the reverse stock split at up to one-for-ten, or
(ii) not to complete the reverse stock split; and
- An amendment to the Company's Restated Certificate of Incorporation, as
amended, to decrease the number of authorized shares of Common Stock
from 250,000,000 shares to a reduced number of shares that is
proportionate to the reduction in outstanding shares of common stock as
a result of the reverse stock split.
Stockholders of record on August 27, 2002 will be entitled to vote at this
special meeting. The affirmative vote of a majority of shares of common stock
will permit the Cytogen Board of Directors to effect a reverse stock split at a
ratio of up to one-for-ten at any time prior to December 31, 2002.
Cytogen believes the ability to effect a reverse stock split is in the best
interests of the Company and its stockholders and will help increase the market
price of its common stock above the minimum bid requirement of $1.00 per share
required by The Nasdaq Stock Market, Inc. ("Nasdaq"). Cytogen's common stock is
currently quoted on the Nasdaq National Market. In order for Cytogen's common
stock to continue to be quoted thereon, the Company is required to continue to
comply with various listing maintenance standards established by Nasdaq.
"Nasdaq requires the Company to maintain, among other things, a minimum share
price and the reverse stock split is intended to help us meet this requirement,"
said H. Joseph Reiser, Cytogen's president and chief executive officer.
If Cytogen's common stock is not listed on the Nasdaq National Market and the
trading price of its common stock were to remain below $1.00 per share, trading
in Cytogen's common stock could also be subject to the requirements of certain
rules promulgated under the Securities Exchange Act of 1934, as amended, which
require additional disclosures by broker-dealers in connection with any trades
involving a stock defined as a "penny stock" (generally, a non-Nasdaq equity
security that has a market price of less than $5.00 per share, subject to
certain exceptions). In such event, the additional burdens imposed upon
broker-dealers to effect transactions in Cytogen's common stock could inhibit
brokers from trading in its common stock and further limit the market liquidity
of its common stock and the ability of our investors to trade in our common
stock.
Cytogen further believes that the reverse stock split and anticipated increase
in the price of its common stock should also enhance the acceptability and
marketability of its common stock to the financial community and investing
public, while a delisting could greatly impair the Company's ability to access
the capital markets. Many institutional investors have policies prohibiting them
from holding lower-priced stocks in their portfolios, which reduces the number
of potential buyers of Cytogen's common stock. Additionally, analysts at many
brokerage firms are reluctant to recommend lower-priced stocks to their clients
or monitor the activity of lower-priced stocks. Brokerage houses also frequently
have internal practices and policies that discourage individual brokers from
dealing in lower-priced stocks. Further, because brokers' commissions on
lower-priced stock generally represent a higher percentage of the stock price
than commissions on higher priced stock, investors in lower-priced stocks pay
transaction costs which are a higher percentage of their total share value,
which may limit the willingness of individual investors and institutions to
purchase its common stock.
As of August 27, 2002, Cytogen had approximately 87.1 million shares of common
stock outstanding.
Additional Information and Where to Find It
Cytogen intends to file a preliminary proxy statement regarding the reverse
stock split proposals with the Securities and Exchange Commission, and it
intends to mail a definitive proxy statement to its stockholders regarding the
proposals. Investors and stockholders of Cytogen are urged to read the
definitive proxy statement when it becomes available because it will contain
important information about Cytogen and the reverse stock split proposals.
Investors and stockholders may obtain a free copy of the definitive proxy
statement (when it is available) and all of Cytogen's annual, quarterly and
special reports at the SEC's web site at WWW.SEC.GOV. A free copy of the
definitive proxy statement and all of Cytogen's annual, quarterly and special
reports may also be obtained from Cytogen by directing a request to Investor
Relations at (609) 750-8289. Cytogen and its executive officers and directors
may be deemed to be participants in the solicitation of proxies from Cytogen's
stockholders in favor of the reverse stock split proposals. Information
regarding the security ownership and other interests of Cytogen's executive
officers and directors will be included in the definitive proxy statement.
About Cytogen Corporation
Cytogen Corporation of Princeton, NJ is a biopharmaceutical company with an
established and growing product line in prostate cancer and other areas of
oncology. Currently marketed products include ProstaScint(R) (a monoclonal
antibody-based imaging agent used to image the extent and spread of prostate
cancer); BrachySeed(TM) I-125 and Pd-103 (two uniquely designed, next-
generation radioactive seed implants for the treatment of localized prostate
cancer); and Quadramet(R) (a skeletal targeting therapeutic radiopharmaceutical
marketed for the relief of bone pain in prostate and other types of cancer).
Cytogen is evolving a pipeline of oncology product candidates by developing its
prostate specific membrane antigen, or PSMA, technologies, which are exclusively
licensed from Memorial Sloan-Kettering Cancer Center. AxCell Biosciences of
Newtown, PA, a subsidiary of Cytogen Corporation, is engaged in the research and
development of novel biopharmaceutical products using its portfolio of
functional proteomics solutions and collection of proprietary signal
transduction pathway information. For more information, visit www.cytogen.com
and www.axcellbio.com.
This press release contains certain "forward-looking" statements within the
meaning of the Private Securities Litigation Reform Act of 1995. Information in
this press release, which is not historical, is forward-looking and involves a
number of risks and uncertainties. Investors are cautioned not to put any undue
reliance on any forward-looking statement. The Company's actual results may
differ materially from the Company's historical results of operations and those
discussed in the forward-looking statements for various reasons, including, but
not limited to the Company's ability to carry out its business plan, to
successfully develop and commercialize acceptance of its products such as
ProChart(TM), to determine and implement the appropriate strategic initiative
for its AxCell Biosciences subsidiary, ability to fund development necessary for
existing products and for the pursuit of new product opportunities, the risk of
whether products result from development activities, protection of its
intellectual property portfolio, ability to integrate in-licensed products such
as BrachySeed(TM), ability to establish and successfully complete clinical
trials where required for product approval, the risk associated with obtaining
the necessary regulatory approvals, shifts in the regulatory environment
affecting sale of the Company's products such as third-party payor reimbursement
issues, dependence on its partners for development of certain projects, the
ability to obtain foreign regulatory approvals for products and to establish
marketing arrangements in countries where approval is obtained, continued
listing of the Company's common stock on the Nasdaq National Market, and other
factors discussed in Form 10-K for the year ended December 31, 2001 and from
time-to-time in the Company's other filings with the Securities and Exchange
Commission. The Company specifically disclaims any intention or duty to update
any forward-looking statements, and these statements represent the Company's
current outlook only as of the date given.