As filed with the Securities and Exchange Commission on June 28, 2004
Registration Statement No. 333-59718
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
CYTOGEN CORPORATION
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(Exact Name of Registrant as Specified in Its Charter)
Delaware 22-2322400
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(State or Other Jurisdiction (I.R.S. Employer
of Incorporation or Organization) Identification Number)
650 College Road East, 3rd Floor
Princeton, New Jersey 08540
(609) 750-8200
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(Address, Including Zip Code, and Telephone Number, Including
Area Code, of Registrant's Principal Executive Offices)
Donald L. Novajosky, Esq.
Director, Legal
Cytogen Corporation
650 College Road East, 3rd Floor
Princeton, New Jersey 08540
(609) 750-8222
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(Name, Address, Including Zip Code, and Telephone Number,
Including Area Code, of Agent for Service)
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COPY TO:
William J. Thomas, Esq.
Wilmer Cutler Pickering Hale and Dorr LLP
650 College Road East, 4th Floor
Princeton, New Jersey 08540
(609) 750-7600
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EXPLANATORY STATEMENT
On April 27, 2001, Cytogen Corporation (the "Company") filed a
registration statement on Form S-8 (File No. 333-59718) to register 200,000
shares of the Company's Common Stock, par value $0.01 per share (the "Common
Stock") for issuance in connection with the Company's Retirement Savings Plan
(the "Savings Plan").
Pursuant to Item 512(a)(3) of Regulation S-K, this Post-Effective
Amendment No. 1 to Form S-8 is being filed in order to deregister and withdraw
from registration all shares of the Company's Common Stock and plan interests
remaining unsold under Registration Statement No. 333-59718 as of the date
hereof.
Based on the Company's review of Section 3(a)(2) of the Securities Act
of 1933, and the rules and regulations promulgated thereunder, the Company
believes registration of the Common Stock and plan interests relating to the
Savings Plan is no longer necessary.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Amendment to the Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Princeton, State of New
Jersey, on June 28, 2004.
CYTOGEN CORPORATION
By: /s/ Michael D. Becker
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Michael D. Becker
President and Chief Executive Officer
SIGNATURES AND POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature
appears below constitutes and appoints Michael D. Becker and Christopher P.
Schnittker, and each of them, his true and lawful attorneys-in-fact and agents
with full power of substitution and resubstitution, for him and in his name,
place and stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this Registration Statement, and to
file the same with all exhibits thereto, and all documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or any of them, or their or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
SIGNATURE TITLE DATE
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/s/ Michael D. Becker President, Chief Executive Officer and June 28, 2004
------------------------------------ Director (Principal Executive Officer)
Michael D. Becker
/s/ Christopher P. Schnittker Senior Vice President and Chief
------------------------------------ Financial Officer (Principal Financial
Christopher P. Schnittker and Accounting Officer) June 28, 2004
/s/ John E. Bagalay, Jr. Director
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John E. Bagalay, Jr. June 25, 2004
/s/ Allen Bloom Director
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Allen Bloom June 24, 2004
/s/ Stephen K. Carter Director
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Stephen K. Carter June 23, 2004
/s/ James A. Grigsby Director
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James A. Grigsby June 28, 2004
/s/ Robert F. Hendrickson Director
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Robert F. Hendrickson June 21, 2004
/s/ Kevin G. Lokay Director
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Kevin G. Lokay June 22, 2004
/s/ H. Joseph Reiser Director
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H. Joseph Reiser June 22, 2004