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): June 18, 2001
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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 (Commission File Number) (I.R.S. Employer
Jurisdiction of Incorporation) Identification No.)
600 College Road East, CN 5308, 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 March 28, 2000, Cytogen Corporation, a Delaware corporation (the
"Company") filed a registration statement (File No. 333-33436) (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 (the "Securities Act"), of up
to an aggregate of 6,000,000 shares of common stock of the Company. On June 9,
2000, the Company filed Amendment No. 1 to the Registration Statement on Form
S-3/A with the Commission. The Commission declared the Registration Statement
effective on June 14, 2000.
On June 18, 2001, the Company entered into a Share Purchase Agreement (the
"Agreement") with the State of Wisconsin Investment Board ("SWIB") relating to
the issuance and sale of 1,820,000 shares of the Company's Common Stock for an
aggregate purchase price of approximately $8.2 million.
On June 19, 2001, the Company filed with the Commission a prospectus as
part of the Registration Statement and pursuant to Rule 424(b)(2) of the
Securities Act, relating to the sale of such shares and issued the shares upon
closing of the transaction. Upon the issuance of such shares, all except 842
shares registered under the Registration Statement have been issued.
In connection with its execution of the Agreement, the Company agreed to
discontinue the use of its Equity Financing Facility with Acqua Wellington North
American Equities Fund, Ltd. The Company further agreed to amend, within thirty
days of closing, its Bylaws and its stock option plans, as set forth in the
Agreement, to prohibit, without requisite stockholder approval, certain option
grants or option adjustments, the sale of certain securities of the Company and
the execution of certain equity line or future priced securities arrangements.
Each of the Agreement and the related press release of the Company dated
June 18, 2001 are attached hereto as Exhibits 10.1 and 99.1, respectively, and
are incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) Exhibits.
Exhibit No. Description
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10.1 Share Purchase Agreement
99.1 Press release dated June 18, 2001
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this current report on Form 8-K to be signed on its
behalf by the undersigned hereunto duly authorized.
CYTOGEN CORPORATION
By: /s/ Catherine M. Verna
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Catherine M. Verna, Esq.
Vice President and General Counsel
Dated: June 19, 2001
EXHIBIT INDEX
Exhibit No. Description
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10.1 Share Purchase Agreement
99.1 Press release dated June 18, 2001