<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
1,800,000 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 that
number of additional shares of Common Stock (the "Option Shares"), which, when
added to the number of shares previously purchased pursuant to the Investment
Agreement, equals 9.9% (rounded to the nearest share) of the sum of (i) the
total number of shares of Common Stock outstanding on the date the Option is
exercised by delivery of a written election notice (the "Election Notice") and
(ii) the number of shares of Common Stock specified in the Election Notice. The
Per Share Exercise Price under the Option is defined 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. The Investor elected
to exercise the Option on July 28, 1995 for the purchase of 1,800,000 shares at
a Per Share Exercise Price of 4.058 per share. The Company and the Investor
have agreed that the purchase and sale of the Option Shares will occur on August
15, 1995. The Company and the Investor have also agreed to amend the Option
to extend its term until November 15, 1995. Under the Option, as 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 August 9, 1995, the last reported sale price of the Common
Stock, as reported on Nasdaq was $5-13/16 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.................... $ 4.058 $ 4.058
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Total........................ $7,304,400 $7,304,400
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</TABLE>
(1) Before deducting estimated expenses of approximately $20,000 payable by the
Company.
The date of this Prospectus Supplement is August 10, 1995.
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DILUTION
The net tangible book value per share of the Common Stock at June 30, 1995
was $0.160. Without taking into account any change in the Company's net
tangible book value after June 30, 1995, other than giving effect to the
issuance and sale of the Option Shares at $4.058 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 $0.370. This represents an
immediate increase in net tangible pro forma book value per share of $0.210 to
present stockholders and an immediate dilution of $3.688 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>
<S> <C> <C>
Sales price of Common Stock....................................... $4.058
Net tangible book value before sale................ $0.160
Increase attributable to payments by the Investor.. $0.210
Pro forma net tangible book value after sale/1/................... $0.370
Dilution of the Investor.......................................... $3.688
</TABLE>
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/1/ Excludes 250,000 shares of redeemable Common Stock, 4,285,000 shares of
Common Stock issuable upon exercise of outstanding warrants, 2,012,500
shares of Common Stock issuable pursuant to outstanding contingent value
rights to purchase Common Stock and 1,711,620 shares of Common Stock
issuable upon the exercise of options outstanding under the Company's stock
option plans. Also excludes shares of Common Stock issuable in connection
with the merger of a wholly-owned subsidiary of the Company with and into
Cellcor, Inc., a Delaware corporation, and the Subscription Offering to be
conducted by the Company in connection with said merger.
