<PAGE>
As filed with the Securities and Exchange Commission on November 7, 1996
Registration No. 333-02015
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
________________
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
___________________
CYTOGEN CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 2835 22-2322400
(State or other (Primary Standard (IRS Employer
jurisdiction Industrial Identification Number)
of incorporation Classification
or organization) Code Number)
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
Princeton Pike Corporate Center, CN 5218
Princeton, New Jersey 08543-5218
(609) 520-3200
____________________
Removal from Registration of Remaining Unsold Shares of Common Stock of the
Registrant.
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REMOVAL FROM REGISTRATION OF REMAINING UNSOLD SHARES OF COMMON STOCK
-------------------------------------
Cytogen Corporation (the "Registrant") by this Post-Effective
Amendment No. 1 to its Registration Statement on Form S-3 (Registration No. 333-
02015) removes from registration under the Securities Act of 1933, as amended,
an aggregate of 2,376,765 shares of common stock, par value $.01 per share (the
"Common Stock"), registered under this Registration Statement which remain
unsold at the termination of the offering made pursuant thereto. The offering
of Common Stock pursuant to the Registration Statement is being terminated by
the Registrant effective at the close of business on November 7, 1996, as of
which time the Registrant shall have completed the sale of an aggregate of
2,623,235 shares of the original 5,000,000 shares of Common Stock registered
thereunder.
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SIGNATURES
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Pursuant to the requirements of the Securities Act, the Registrant has
duly caused this Post-Effective Amendment to the Registration Statement on Form
S-3 to be signed on its behalf by the undersigned, thereunto duly authorized, in
the Township of Princeton, State of New Jersey on the 7th day of November, 1996.
CYTOGEN CORPORATION
By: /s/ T. Jerome Madison
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T. Jerome Madison
Vice President, Chief Financial Officer,
Secretary and Agent For Service
