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): July 10, 2003
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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.)
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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ITEM 5. OTHER EVENTS.
On July 10, 2003, Cytogen Corporation, a Delaware corporation (the
"Company"), entered into a Securities Purchase Agreement (the "Securities
Purchase Agreement") with certain institutional investors pursuant to which the
Company issued and sold an aggregate of 1,172,332 shares of its common stock at
$8.53 per share. In connection with such financing, the Company also issued
warrants (the "Warrants") to such investors to purchase an aggregate of
1,172,332 shares of the Company's common stock with an exercise price of $12.80
per share.
The proceeds received from this financing are expected to be used for the
reacquisition of North American and Latin American marketing rights, and related
expenses, for QUADRAMET(R) (Samarium Sm 153 Lexidronam), a skeletal targeting
therapeutic radiopharmaceutical for the relief of bone pain in prostate and
other types of cancer.
The securities sold in this private placement have not been registered
under the Securities Act of 1933, as amended (the "Act"), and may not be offered
or sold in the United States in the absence of an effective registration
statement or exemption from the registration requirements under the Act. In
accordance with the terms of the Registration Rights Agreement (the
"Registration Rights Agreement"), dated July 10, 2003, entered into by the
Company and the investors in connection with this financing, the Company has
agreed to file a resale registration statement on Form S-3 within 30 days from
July 10, 2003 for purposes of registering, pursuant to the Act, the shares of
common stock and shares of common stock underlying the Warrants acquired by the
investors.
A complete copy of each of the Securities Purchase Agreement, the form of
Warrant, the Registration Rights Agreement and the related press release of the
Company are filed herewith as Exhibits 10.1, 10.2, 10.3 and 99.1, respectively,
and are incorporated herein by reference. The foregoing descriptions of: (i) the
Securities Purchase Agreement: (ii) the Warrants; (iii) the Registration Rights
Agreement; and (iv) the press release and any other documents or filings
referenced herein are qualified in their entirety by reference to such Exhibits,
documents or filings.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) Exhibits.
Exhibit No. Description
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10.1 Securities Purchase Agreement by and among the Company
and the Purchasers dated July 10, 2003.
10.2 Form of Common Stock Purchase Warrant issued by the
Company in favor of each Purchaser dated July 10, 2003.
10.3 Registration Rights Agreement by and among the Company
and the Purchasers dated July 10, 2003.
99.1 Press release of the Company dated July 11, 2003.
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/ Michael D. Becker
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Michael D. Becker
President and Chief Executive Officer
Dated: July 10, 2003
EXHIBIT INDEX
Exhibit No. Description
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10.1 Securities Purchase Agreement by and among the Company
and the Purchasers dated July 10, 2003.
10.2 Form of Common Stock Purchase Warrant issued by the
Company in favor of each Purchaser dated July 10, 2003.
10.3 Registration Rights Agreement by and among the Company and
the Purchasers dated July 10, 2003.
99.1 Press release of the Company dated July 11, 2003.