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): January 18, 2002
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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.)
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 October 25, 2001, Cytogen Corporation, a Delaware corporation (the
"Company") filed a shelf registration statement (File No. 333-72226) (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 10,000,000 shares of common stock of the Company. The
Commission declared the Registration Statement effective on November 6, 2001.
On January 18, 2002, 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 2,970,665 shares of the Company's common stock for
an aggregate purchase price of $8.0 million.
On January 22, 2002, the Company filed with the Commission a prospectus
supplement (the "Prospectus Supplement") to the Registration Statement pursuant
to Rule 424(b)(2) of the Securities Act, relating to the sale of such shares and
subsequently issued the shares upon closing of the transaction on such date.
In connection with its execution of the Agreement, the Company agreed to
amend, within thirty days of closing, its Bylaws and its stock option plans, as
set forth in the Agreement, to, among other things, prohibit, without requisite
stockholder approval, certain grants or adjustments to stock options and stock
appreciation rights.
Each of the Agreement and the related press release of the Company dated
January 22, 2002 are attached hereto as Exhibit 10.1 and Exhibit 99.1,
respectively, and are incorporated herein by reference. The foregoing
descriptions of: (i) the Registration Statement; (ii) the Agreement; and (iii)
the Prospectus Supplement, are qualified in their entirety by reference to such
documents.
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 between Cytogen
Corporation and the State of Wisconsin Investment
Board dated January 18, 2002
99.1 Press release of Cytogen Corporation dated January
22, 2002
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: January 23, 2002
EXHIBIT INDEX
Exhibit No. Description
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10.1 Share Purchase Agreement by and between Cytogen
Corporation and the State of Wisconsin Investment
Board dated January 18, 2002
99.1 Press release of Cytogen Corporation dated January
22, 2002