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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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): February 23, 1996
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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 3 pages.
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Item 5. Other Events.
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A. Contingent Value Rights.
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On February 29, 1996, CYTOGEN Corporation (the "Company") announced
that its Contingent Value Rights ("CVRs") (NASDAQ:CYTO-R), granted to CytoRad
Incorporated stockholders in February 1995 in conjunction with the Company's
acquisition of CytoRad, have terminated. Pursuant to the terms of the CVR
Agreement, the CVRs expire and have no value when the aggregate trading price of
1.5 shares of the Company's common stock and the Company's warrant averages
$12.00 or more during any 45 consecutive trading days prior to January 31, 1997.
Therefore, the Company no longer has an obligation to issue shares of its common
stock to holders of CVRs on that date.
B. Purchase Agreement Termination.
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The Company and Nomura Securities International, Inc. ("Nomura")
executed an agreement effective as of February 23, 1996 that terminated the
Purchase Agreement between the Company and Nomura dated March 28, 1995. Under
that agreement, Cytogen could have sold up to $49 million of its common stock to
Nomura for distribution in the public markets in a series of transactions during
a 24-month period. Cytogen had filed a Registration Statement on Form S-3 with
the SEC in 1995, which registration statement was never declared effective. No
sales of stock occurred under the terms of the agreement. Because of certain
regulatory requirements governing the transaction, the structure of the
transaction and its implementation as originally contemplated by the parties and
as set forth in the agreement were required to be substantially revised. The
parties agreed that it was not in their respective best interests to proceed
with the transaction under the terms as so revised and therefore, agreed to
terminate the agreement. The Company has also filed an application with the SEC
for withdrawal of the registration statement.
Management of the Company intends to continue to pursue financing
opportunities that could provide the Company with the flexibility to establish
additional strategic alliances and broaden the Company's product pipeline.
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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
By: /s/ T. Jerome Madison
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T. Jerome Madison
Vice President,
Chief Financial Officer and
Secretary
Date: March 5, 1996
