<PAGE>
As filed with the Securities and Exchange Commission on October 31, 1995
Registration No. 33-62617
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
___________________
POST-EFFECTIVE AMENDMENT NO.1
TO
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
____________________
CYTOGEN CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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<CAPTION>
DELAWARE 2835 22-2322400
<S> <C> <C>
(STATE OR OTHER JURISDICTION OF (PRIMARY STANDARD INDUSTRIAL (IRS EMPLOYER
INCORPORATION OR ORGANIZATION) CLASSIFICATION CODE NUMBER) IDENTIFICATION NUMBER)
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600 COLLEGE ROAD EAST, CN 5308, PRINCETON, NEW JERSEY 08540-5308, TELEPHONE:
(609) 987-8200
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
____________________
MR. T. JEROME MADISON
VICE PRESIDENT, CHIEF FINANCIAL OFFICER AND SECRETARY
CYTOGEN CORPORATION
600 COLLEGE ROAD EAST, CN 5308, PRINCETON, NEW JERSEY 08540-5308, TELEPHONE:
(609) 987-8200
(Name, address, including ZIP Code, and telephone number, including area code,
of agent for service)
____________________
Copy to:
JAMES J. MARINO, ESQ.
DECHERT PRICE & RHOADS
997 LENOX DRIVE, SUITE 210
LAWRENCEVILLE, NEW JERSEY 08648
(609) 520-3200
____________________
Withdrawing from Registration Shares of Common Stock of the Registrant.
<PAGE>
WITHDRAWAL FROM REGISTRATION OF SHARES OF COMMON STOCK
------------------------------------------------------
Registrant by this Post-Effective Amendment No.1 to its
Registration Statement on Form S-4 (Registration No. 33-62617) withdraws from
registration under the Securities Act of 1933, as amended, an aggregate of
2,104,028 shares of common stock, par value $.01 per share, of the Registrant
(a) 610,923 shares of which could have been issued to the stockholders of
Cellcor, Inc. ("Cellcor") in connection with the merger of Cellcor with and into
a wholly-owned subsidiary of the Registrant (the "Merger"), but were not
required to be so issued upon the consummation of the Merger on October 20,
1995, and (b) 1,493,105 shares of which could have been purchased by the holders
of common stock of Cellcor pursuant to the Subscription Offering, but were not
so purchased as of the expiration of the Subscription Offering on October 13,
1995.
<PAGE>
SIGNATURES
----------
Pursuant to the requirements of the Securities Act, the Registrant has
duly caused this Post-Effective Amendment to the Registration Statement on Form
S-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in
the Town of Princeton, State of New Jersey on the 30th day of October, 1995.
CYTOGEN CORPORATION
By: /s/ Thomas J. McKearn
-------------------------------
Thomas J. McKearn
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment to the Registration Statement on Form S-4 has been
signed by the following persons in the capacities indicated on October 30, 1995.
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SIGNATURE TITLE
--------- -----
<S> <C>
/s/ William C. Mills III * Chairman of the Board of Directors
------------------------
William C. Mills III
/s/ Thomas J. McKearn * President, Chief Executive Officer
---------------------------- and Director (Principal Executive
Thomas J. McKearn Officer)
/s/ T. Jerome Madison * Vice President, Chief Financial
---------------------------- Officer, Secretary and Director
T. Jerome Madison (Principal Financial and Accounting
Officer)
/s/ Robert F. Hendrickson * Director
-------------------------
Robert F. Hendrickson
/s/ Donald E. O'Neill * Director
----------------------------
Donald E. O'Neill
/s/ Charles E. Austin * Director
----------------------------
Charles E. Austin
/s/ Bruce R. Ross * Director
----------------------------
Bruce R. Ross
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KNOW ALL PERSONS BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints Thomas J. McKearn and T.
Jerome Madison or either of them, his attorney-in-fact, each with the
power of substitution, for him in any and all capacities, to sign any
future amendments to this Post-Effective Amendment to the Registration
Statement and any further amendments to the Registrant's Registration
Statement on Form S-4 (Registration No. 33-62617), and to file the same,
with exhibits thereto and other documents in connection therewith, with
the Securities and Exchange Commission, hereby ratifying and confirming
all that either of said attorneys-in-fact, or his substitute or
substitutes, may do or cause to be done by virtue hereof.
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<C> <C> <C>
/s/ John E. Bagalay, Jr. Director October 30, 1995
--------------------------
John E. Bagalay, Jr.
/s/ Ronald J. Brenner Director October 30, 1995
--------------------------
Ronald J. Brenner
*By: /s/ Thomas J. McKearn
-----------------------
Thomas J. McKearn
Individually and as
Attorney-in-fact
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