UNITED STATES
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 19, 2004
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CYTOGEN CORPORATION
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(Exact Name of Registrant as Specified in Charter)
Delaware 000-14879 22-2322400
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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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(Former Name or 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 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On November 19, 2004, Cytogen Corporation (the "Company") entered into
Addendum No. 2 (the "Addendum") to the Stock Exchange Agreement dated as of June
15, 1999, as amended (the "Agreement"), among the Company and the stockholders
and debtholders (collectively, the "Prostagen Partners") of Prostagen, Inc.
("Prostagen"). The Company entered into the Agreement in connection with the
Company's acquisition of Prostagen, and is obligated to make payments to the
Prostagen Partners if certain milestones are achieved in the dendritic cell
therapy and PSMA development programs. All terms not specifically defined herein
shall have the meaning ascribed to them in the Addendum or the Agreement.
The Addendum was effective immediately and provides that, among other
things, in satisfaction of its obligations to the Prostagen Partners under
Paragraphs 1.6(b) and (d) of the Agreement, the Company shall deliver to the
representative of the Prostagen Partners: (i) 50,000 shares of Cytogen common
stock within ten business days of the date of the Addendum; (ii) $500,000 of
shares of Cytogen common stock within ten business days after the completion by
PSMA Development Company, LLC (or any entity with technology licensed from the
Company) of a Phase I clinical trial for immunotherapy for prostate cancer if
such trial establishes safety; and (iii) $1,000,000 of shares of Cytogen common
stock within ten business days after the enrollment of the first patient after
the date hereof by PSMA Development Company, LLC (or any entity with technology
licensed from the Company) in a Phase III or combined Phase II-III clinical
trial for immunotherapy for prostate cancer.
The Company intends to issue shares of its common stock, in satisfaction of
its obligations under the Addendum, that will be registered under its existing
shelf registration statement on Form S-3 (Reg. No. 333-110040), which was
declared effective by the Securities and Exchange Commission on October 30,
2003.
The foregoing descriptions of the Addendum and the Agreement are qualified
in their entirety by reference to such Exhibits.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits.
Exhibit No. Description
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10.1 Addendum No. 2 to Stock Exchange Agreement Among the
Company and the Stockholders and Debtholders of
Prostagen, Inc. Filed herewith.
10.2 Addendum to Stock Exchange Agreement among Cytogen
Corporation and the Stockholders and Debtholders of
Prostagen, Inc. dated as of May 14, 2002, and amended
as of August 13, 2002. Filed as an exhibit to the
Company's Quarterly Report on Form 10-Q, filed with
the Commission on August 14, 2002, and incorporated
herein by reference.
10.3 Stock Exchange Agreement Among the Company and the
Stockholders and Debtholders of Prostagen, Inc. Filed
as an exhibit to the Company's Registration Statement
on Form S-3 dated July 19, 1999, as amended (Reg. No.
333-83215), and incorporated herein by reference.
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 22, 2004
EXHIBIT INDEX
Exhibit No. Description
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10.1 Addendum No. 2 to Stock Exchange Agreement Among Cytogen
Corporation and the Stockholders and Debtholders of
Prostagen, Inc. Filed herewith.
10.2 Addendum to Stock Exchange Agreement among Cytogen
Corporation and the Stockholders and Debtholders of
Prostagen, Inc. dated as of May 14, 2002, and amended as
of August 13, 2002. Filed as an exhibit to the Company's
Quarterly Report on Form 10-Q, filed with the Commission
on August 14, 2002, and incorporated herein by reference.
10.3 Stock Exchange Agreement Among the Company and the
Stockholders and Debtholders of Prostagen, Inc. Filed as
an exhibit to the Company's Registration Statement on
Form S-3 dated July 19, 1999, as amended (Reg. No.
333-83215) and incorporated herein by reference.