<PAGE>
PROSPECTUS SUPPLEMENT File No. 33-77396
(TO PROSPECTUS DATED APRIL 22, 1994) Filed Pursuant to Rule 424(b)(2)
under the Securities Act of 1933
500,000 SHARES
CYTOGEN CORPORATION
COMMON STOCK
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Pursuant to an Amended and Restated Investment Agreement (the
"Investment Agreement") between Cytogen Corporation (the "Company") and Fletcher
Capital Markets Inc. (the "Investor") dated as of May 6, 1994, the Company
agreed to sell to the Investor, subject to the terms and conditions of the
Investment Agreement, 1,400,000 shares of the Company's Common Stock, par value
$.01 per share (the "Common Stock"), 500,000 shares of which were purchased by
the Investor in May 1994 and 900,000 shares of which were purchased by assignees
of the Investor in August 1994. In connection with the Investment Agreement, the
Company granted to the Investor an option (the "Option") to purchase additional
shares of Common Stock (the "Option Shares") at a Per Share Exercise Price
defined therein as the product of (i) the average per share daily closing price
of the Common Stock as reported on the Nasdaq National Market for the period
beginning sixty (60) trading days prior to the date of the Election Notice and
ending on the Nasdaq trading day next preceding the date of the Election Notice
and (ii) 0.95. In August 1995, the Investor purchased 1,800,000 shares at a Per
Share Exercise Price of $4.058 per share pursuant to the exercise of the Option.
At that time, the Company and the Investor amended the Option to extend its term
until November 15, 1995 and thereunder, the Investor had the right to purchase
up to an additional 1,000,000 shares of Common Stock. The Investor elected to
exercise the Option on November 14, 1995 for the purchase of 500,000 shares at a
Per Share Exercise Price of $4.696 per share. The Company and the Investor have
agreed that the purchase and sale of the Option Shares will occur on or about
November 22, 1995. The Company and the Investor have also agreed to further
amend the Option to extend its term until February 15, 1996. Under the Option,
as so amended, the Investor has the right to purchase up to an additional
1,000,000 shares of Common Stock.
Persons who participate in the distribution of the Option Shares may
be deemed to be underwriters as the term is defined in the Securities Act of
1933, as amended (the "Securities Act"), and may be subject to the prospectus
delivery requirements thereunder. Any discounts or commissions received by them
from the Company and any profits on the resale of the Option Shares by them may
be deemed to be underwriting discounts and commissions under the Securities Act.
The Investor is entitled under the Investment Agreement to indemnification
against or contribution toward certain civil liabilities, including liabilities
under the Securities Act. The Investor has advised the Company that it believes
that it is not a statutory underwriter under the Securities Act.
On November 15, 1995, the last reported sale price of the Common
Stock, as reported on Nasdaq was $5.00 per share.
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE SECURITIES AND EXCHANGE
COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF
THIS PROSPECTUS. ANY REPRESENTATION TO
THE CONTRARY IS A CRIMINAL OFFENSE.
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<TABLE>
<CAPTION>
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Sales Price Proceeds To Company (1)
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<S> <C> <C>
Per share............... $ 4.696 $ 4.696
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Total................... $2,348,000 $2,348,000
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</TABLE>
(1) Before deducting estimated expenses of approximately $5,000 payable by the
Company.
The date of this Prospectus Supplement is November 21, 1995.
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DILUTION
The net tangible book value per share of the Common Stock at
September 30, 1995 was $0.37. Without taking into account any change in the
Company's net tangible book value after September 30, 1995, other than giving
effect to the issuance and sale of the Option Shares at $4.696 per share as
shown on the cover page (after deducting estimated expenses), the pro forma net
tangible book value per share of the Common Stock would have been $0.43. This
represents an immediate increase in net tangible pro forma book value per share
of $0.06 to present stockholders and an immediate dilution of $4.266 per share
to the Investor. The following table illustrates the per share effect of this
dilution on the Investor's purchase of Common Stock:
<TABLE>
<CAPTION>
<S> <C> <C>
Sales price of Common Stock.......................................... $4.696
Net tangible book value before sale.................. $ 0.37
Increase attributable to payments by the Investor.... $ 0.06
Pro forma net tangible book value after sale /(1) (2)/............... $ 0.43
Dilution of the Investor............................................. $4.266
</TABLE>
RECENT DEVELOPMENTS
On November 20, 1995, the Company issued and sold 1,256,565 shares of
Common Stock in a private placement transaction pursuant to Regulation S of the
Securities Act for an aggregate purchase price of approximately $5,000,000 (the
"Private Placement").
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1. Excludes 4,285,000 shares of Common Stock issuable upon exercise of
outstanding warrants, 2,011,748 shares of Common Stock issuable pursuant to
outstanding contingent value rights to purchase Common Stock and 4,142,062
shares of Common Stock issuable upon the exercise of options outstanding
under stock option plans and agreements and those additional shares
issuable to Fletcher Fund, L.P. in connection with the Company's exercise
of certain put rights.
2. Also excludes (a) 4,713,565 shares of Common Stock issued in connection
with the merger of Cellcor, Inc., a Delaware corporation, with and into a
wholly-owned subsidiary of the Company ("Cellcor Merger") and 5,144,388
shares issued in the related Subscription Offering, and (b) 1,256,565
shares of Common Stock issued in the Private Placement. The above
calculation does not give effect to the immediate charge of $26.4 million
for acquired research and development relating to the Cellcor Merger. The
net effect of the Cellcor Merger and the Private Placement on the Investor
is to decrease the pro forma net tangible book value by $.14 per share to
$.29 per share.
