Filed Pursuant to Rule 424(b)(2)
File No. 333-72226
CYTOGEN CORPORATION
Prospectus Supplement No. 2 dated June 4, 2002,
to the Prospectus dated October 25, 2001, as supplemented by
Prospectus Supplement No. 1 dated January 22, 2002
10,000,000 SHARES
OF
COMMON STOCK
We are selling 4,166,700 shares of our common stock with this
prospectus supplement and the accompanying prospectus, as previously
supplemented, at a purchase price of $1.20 per share, for aggregate proceeds to
us of approximately $5.0 million.
You should read this prospectus supplement along with the accompanying
prospectus, as previously supplemented. These documents contain information you
should consider when making your investment decision. You should rely only on
the information contained or incorporated by reference in this prospectus
supplement and the accompanying prospectus, as previously supplemented. We have
not authorized anyone else to provide you with different or additional
information. The last reported sale of our common stock on June 3, 2002 was
$1.00 per share. Our common stock is listed for trading on the Nasdaq National
Market under the symbol "CYTO."
This prospectus supplement and the accompanying prospectus, as
previously supplemented, do not constitute an offer to sell or a solicitation of
an offer to buy any securities other than the common stock offered hereby. This
prospectus supplement and the accompanying prospectus, as previously
supplemented, do not constitute an offer to sell or a solicitation of an offer
to buy our common stock in any circumstances in which an offer or solicitation
is unlawful.
Information in this prospectus supplement and the accompanying
prospectus, as previously supplemented, may change after the date on the front
of the applicable document. You should not interpret the delivery of this
prospectus supplement or the accompanying prospectus, as previously
supplemented, or the sale of the common stock as an indication that there has
been no change in our affairs since such dates.
Our principal executive offices are located at 600 College Road East,
Princeton, New Jersey 08540. Our telephone number is (609) 750-8200.
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Investing in our common stock involves a high degree of risk. See "Risk
Factors" beginning on page 4 of the prospectus.
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Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities, or passed upon the
accuracy or adequacy of this prospectus supplement. Any representation to the
contrary is a criminal offense.
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The date of this prospectus supplement is June 4, 2002.
TABLE OF CONTENTS PAGE
Prospectus Supplement
Use Of Proceeds S-2
Plan Of Distribution S-2
Market For Our Common Stock S-2
Information Incorporated By Reference S-2
Forward-Looking Statements S-2
Prospectus
About This Prospectus 2
Cytogen Corporation 3
Risk Factors 4
Forward-Looking Statements 20
Use Of Proceeds 21
Plan Of Distribution 22
Legal Matters 23
Experts 23
Where You Can Find More Information 23
Information Incorporated By Reference 23
Indemnification Of Directors And Officers 24
S-1
USE OF PROCEEDS
We will use the net proceeds of this offering of our common stock for
general corporate purposes, including, principally, working capital and capital
expenditures.
PLAN OF DISTRIBUTION
On January 18, 2002, we issued and sold 2,970,665 shares of our common
stock pursuant to a prospectus supplement dated January 22, 2002 to the
prospectus dated October 25, 2001, which is part of our Registration Statement
on Form S-3 (File No. 333-72226).
We are offering an additional 4,166,700 shares of our common stock to
the State of Wisconsin Investment Board pursuant to this second prospectus
supplement. The common stock will be purchased at a price of $1.20 per share,
for aggregate proceeds to us of $5,000,000. The last reported sale of our common
stock on June 3, 2002 was $1.00.
We issued the shares of common stock described in this prospectus
supplement directly to the State of Wisconsin Investment Board in a negotiated
transaction in which no party is acting as an underwriter or receiving any
finder's or placement fees. Prior to this issuance, the State of Wisconsin
Investment Board held, and continues to hold, the largest number of shares of
common stock of any of our stockholders.
Upon sale under the registration statement that includes this
prospectus supplement, the securities registered by such registration statement
and this prospectus supplement will be freely tradable in the hands of persons
other than our affiliates.
MARKET FOR OUR COMMON STOCK
Our common stock is listed on the Nasdaq National Market under the
symbol "CYTO." On June 3, 2002, the closing price of one share of our common
stock was $1.00. The common stock sold under this prospectus supplement will be
listed on the Nasdaq National Market. As of May 1, 2002, we had 82,513,215
shares of common stock outstanding.
INFORMATION INCORPORATED BY REFERENCE
Those documents set forth under the heading Information Incorporated By
Reference in the accompanying prospectus and any other prospectus supplements
thereto, are incorporated herein by reference.
FORWARD-LOOKING STATEMENTS
This prospectus supplement includes or incorporates forward-looking
statements within the meaning of Section 27A of the Securities Act of 1933, as
amended and Section 21E of the Securities Exchange Act of 1934, as amended. All
statements, other than statements of historical facts, included or incorporated
in this prospectus supplement regarding our strategy, future operations,
financial position, future revenues, projected costs, prospects, plans and
objectives of management are forward-looking statements. The words
"anticipates," "believes," "estimates," "expects," "intends," "may," "plans,"
"projects," "will," "would" and similar expressions are intended to identify
S-2
forward-looking statements, although not all forward-looking statements contain
these identifying words. We cannot guarantee that we actually will achieve the
plans, intentions or expectations disclosed in our forward-looking statements
and you should not place undue reliance on our forward-looking statements.
Actual results or events could differ materially from the plans, intentions and
expectations disclosed in the forward-looking statements we make. We have
included important factors in the cautionary statements included with or
incorporated in this prospectus supplement, particularly under the heading "Risk
Factors" in the accompanying prospectus, that we believe could cause actual
results or events to differ materially from the forward-looking statements that
we make. Our forward-looking statements do not reflect the potential impact of
any future acquisitions, mergers, dispositions, joint ventures or investments we
may make. We do not assume any obligation to update any forward-looking
statements.
You should not unduly rely on forward-looking statements contained or
incorporated by reference in this prospectus supplement. Actual results or
outcomes may differ materially from those predicted in our forward-looking
statements due to the risks and uncertainties inherent in our business.
S-3