<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
750,000 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 additional
shares of Common Stock (the "Option Shares") at a Per Share Exercise Price
defined therein 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. In August 1995, the Investor purchased 1,800,000 shares at a Per
Share Exercise Price of $4.058 per share pursuant to the exercise of the Option.
At that time, the Company and the Investor amended the Option to extend its term
until November 15, 1995 and thereunder, the Investor had the right to purchase
up to an additional 1,000,000 shares of Common Stock. In November 1995, the
Investor purchased 500,000 shares at a Per Share Exercise Price of $4.696 per
share pursuant to the exercise of the Option. At that time, the Company and the
Investor amended the Option to extend its term until February 15, 1996 and
thereunder, the Investor had the right to purchase up to an additional 1,000,000
shares of Common Stock. The Investor elected to exercise the Option on January
5, 1996 for the purchase of 750,000 shares at a Per Share Exercise Price of
$4.668 per share. The Company and the Investor have agreed that the purchase and
sale of the Option Shares will occur on or about January 17, 1996.
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 January 11, 1996, 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............... $ 4.668 $ 4.668
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Total................... $3,501,000 $3,501,000
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</TABLE>
(1) Before deducting estimated expenses of approximately $5,000 payable by the
Company.
The date of this Prospectus Supplement is January 16, 1996.
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DILUTION
The net tangible book value per share of the Common Stock at September
30, 1995 was $0.368. Without taking into account any change in the Company's net
tangible book value after September 30, 1995, other than giving effect to the
issuance and sale of the Option Shares at $4.668 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 $0.459. This represents an
immediate increase in net tangible pro forma book value per share of $0.091 to
present stockholders and an immediate dilution of $4.209 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>
<CAPTION>
<S> <C> <C>
Sales price of Common Stock........................................ $4.668
Net tangible book value before sale................ $0.368
Increase attributable to payments by the Investor.. $0.091
Pro forma net tangible book value after sale /(1)/ /(2)/........... $0.459
Dilution of the Investor........................................... $4.209
</TABLE>
RECENT DEVELOPMENTS
On November 20, 1995, the Company issued and sold 1,256,565 shares of
Common Stock in a private placement transaction pursuant to Regulation S of the
Securities Act for an aggregate purchase price of approximately $5,000,000 (the
"Private Placement").
On November 27, 1995, the Company announced that the U.S. Food and
Drug Administration ("FDA") has approved the Company's Product License
Application supplement expanding the approved indications for the Company's
OncoScint CR/OV product to include repeat administration of the product.
OncoScint CR/OV, a monoclonal antibody-based cancer imaging agent for colorectal
and ovarian cancer, was approved by FDA in December 1992. The initial approval
limited the product to a single administration indication. The approved
supplement extends the prior indication to include readministration to human
anti-murine antibody (HAMA)-negative patients who are at risk for recurrence of
their cancer.
In December 1995, the Company and Elan Corporation ("Elan") entered
into a Research and Development Agreement pursuant to which the Company's
Genetic Diversity Library technology ("GDL") will be combined with Elan's drug
delivery system technology to collaboratively develop orally administered
products which transport drugs through certain biological barriers within the
body. Elan has been granted an option for the worldwide licensing rights to any
products so developed and the Company will receive royalties based on sales, if
any, of such products. Elan will provide the funding necessary for both
companies to fulfill their respective obligations under the agreement. The total
cost for the first year is not expected to exceed $3.0 million, of which up to
$1.5 million shall be paid to the Company.
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1. Excludes 4,285,000 shares of Common Stock issuable upon exercise of
outstanding warrants, 2,011,748 shares of Common Stock issuable pursuant to
outstanding contingent value rights to purchase Common Stock and 4,210,169
shares of Common Stock issuable upon the exercise of options outstanding
under stock option plans and agreements and those additional shares
issuable to Fletcher Fund, L.P. in connection with the Company's exercise
of certain put rights.
2. Also excludes (a) 4,713,565 shares of Common Stock issued in connection
with the merger of Cellcor, Inc., a Delaware corporation, with and into a
wholly-owned subsidiary of the Company ("Cellcor Merger") and 5,144,388
shares issued in the related Subscription Offering, (b) 500,000 shares of
Common Stock issued pursuant to the exercise of the Option by the Investor
on November 15, 1995, as described above (the "Option Exercise") and (c)
1,256,565 shares of Common Stock issued in the Private Placement. The
above calculation does not give effect to the immediate charge of $26.4
million for acquired research and development relating to the Cellcor
Merger. The net effect of the Cellcor Merger, the Option Exercise and the
Private Placement on the Investor is to decrease the pro forma net tangible
book value by $0.099 per share to $0.360 per share.
