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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): October 16, 1995
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CYTOGEN CORPORATION
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(Exact name of registrant as specified in its charter)
Delaware 1-14879 22-2322400
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.
600 College Road East, CN5308, Princeton, New Jersey 08540-5308
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (609) 987-8200
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This document consists of 5 pages.
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Item 5. Other Events.
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On October 16, 1995, Cytogen Corporation issued the attached press
release.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
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(a) Financial Statements -- Not applicable.
(b) Pro Forma Financial Information -- Not applicable.
(c) Exhibits:
Exhibit No. Description Page
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99 Press release issued by Cytogen 5
Corporation on October 16, 1995.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
CYTOGEN CORPORATION
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(Registrant)
By: T. Jerome Madison
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T. Jerome Madison
Vice President,
Chief Financial Officer and
Secretary
Date: October 16, 1995
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EXHIBIT INDEX
Exhibit No.
As provided Page in
in Item 601 Sequentially
Exhibit Number Description Numbered Copy
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99 Press release issued by Cytogen 5
Corporation on October 16, 1995.
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Exhibit 99
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Pamela M. Murphy
CYTOGEN Corporation
609-987-8221
For Immediate Release
CYTOGEN STOCKHOLDERS APPROVE MERGER WITH CELLCOR
PRINCETON, N.J., October 16, 1995 -- CYTOGEN Corporation (NASDAQ:CYTO) announced
that CYTOGEN stockholders voting on the issuance of CYTOGEN securities to
acquire Cellcor Incorporated (OTC:CLTX) ("Cellcor") and to undertake a
subscription offering to Cellcor stockholders, approved the transactions at a
special meeting held today. A preliminary count indicated that of the 17.3
million outstanding shares voted, over 95% endorsed the proposal. Cellcor
stockholders also voted to approve the merger at a separate special meeting held
today. The closing of the merger will occur on or by October 19, 1995.
In conjunction with CYTOGEN's acquisition of Cellcor, the subscription offering
was made to record holders of Cellcor common stock, as of the record date of
August 17, 1995, to purchase for cash up to $23.5 million of CYTOGEN common
stock at $3.89 per share. Hillman Medical Ventures and its affiliates,
Cellcor's largest stockholder, purchased $11.5 million of the offering. Other
shareholders of Cellcor purchased an additional $8.5 million of CYTOGEN common
stock, raising a total of $20.0 million for CYTOGEN.
CYTOGEN's President and CEO, Thomas J. McKearn stated, "As we have said in the
past, our strategy is to add complementary, late-stage products, technologies
and services to CYTOGEN's existing portfolio. Cellcor has recently completed
the patient accrual for its Phase III pivotal trial using autolymphocyte therapy
(ALT) to treat metastatic kidney cancer patients. The acquisition of Cellcor
with its focus in cancer, as well as in infectious diseases, complements and
broadens our pipeline with a late-stage product and a proprietary technology."
ALT is a proprietary immunotherapy using a patient's own immune cells to treat
cancer and certain infectious diseases. It is an outpatient non-toxic treatment
that can be delivered to patients nationally from a central cell processing
facility. ALT is the ex vivo activation of autologous T cells, which lead the
immune system's response to foreign antigens such as cancer or infectious
disease.
CYTOGEN is a biopharmaceutical company engaged in the marketing and development
of products for the targeted delivery of diagnostic and therapeutic substances
directly to sites of disease. CYTOGEN uses its patented and proprietary
technologies to develop specific diagnostic imaging and therapeutic products.
Cellcor, Inc. is a biotechnology company engaged in the development of cellular
therapies with initial application in the treatment of certain cancers and
potential application in the areas of infectious disease.
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