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 6, 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 June 6, 2003, Cytogen Corporation, a Delaware company (the
"Company") entered into a Securities Purchase Agreement (the "Securities
Purchase Agreement") with certain institutional investors pursuant to which the
Company issued and sold 1,052,632 shares of its common stock at $4.75 per share.
In connection with such financing, the Company also issued warrants (the
"Warrants") to such investors to purchase 315,789 shares of the Company's Common
Stock with an exercise price of $6.91 per share.
The proceeds received from this financing are expected to be used for
general corporate purposes, marketing and sales initiatives for the Company's
onclology products and development of the Company's prostate specific membrane
antigen (PSMA) technology.
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 June 6, 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 90 days from
June 6, 2003 for purposes of registering, pursuant to the Act, the shares of
Common Stock 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, dated June 6, 2003, 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 June 6, 2003.
10.2 Form of Common Stock Purchase Warrant issued by the
Company in favor of each Purchaser dated June 6, 2003.
10.3 Registration Rights Agreement by and among the Company
and the Purchasers dated June 6, 2003.
99.1 Press release of the Company dated June 6, 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: June 6, 2003
EXHIBIT INDEX
Exhibit No. Description
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10.1 Securities Purchase Agreement by and among the Company
and the Purchasers dated June 6, 2003.
10.2 Form of Common Stock Purchase Warrant issued by the
Company in favor of each Purchaser dated June 6, 2003.
10.3 Registration Rights Agreement by and among the Company
and the Purchasers dated June 6, 2003.
99.1 Press release of the Company dated June 6, 2003.