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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
225,000 Shares
CYTOGEN CORPORATION
Common Stock
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Pursuant to an Investment Agreement between Cytogen Corporation (the
"Company") and Fletcher Fund, L.P., a Delaware limited partnership (the
"Investor"), dated as of September 8, 1995 (as amended, the "Investment
Agreement"), the Company sold 665,352 shares of common stock, par value $.01 per
share (the "Common Stock") for an aggregate purchase price of approximately $2.7
million. Under the Investment Agreement, as amended by the First Amendment to
Investment Agreement dated April 26, 1996 (the "Amendment"), the Company was
also granted the right to issue and sell to the Investor, and the Investor will
be obligated to purchase, up to 675,000 shares of Common Stock from time to time
(collectively, the "Put Rights") at a purchase price per share equal to 101% of
the average of the daily volume weighted average price of the Common Stock on
the Nasdaq National Market during (a) a designated twenty-one business day
period or (b) the last three business days of said designated twenty-one
business day period, whichever is less. The Put Rights, which were originally
scheduled to expire on March 29, 1996, were extended until December 15, 1996
pursuant to the Amendment. Under certain circumstances, the Investor will have
the right to decrease or increase the number of shares of the Common Stock to be
purchased in connection with the exercise of a Put Right by the Company, but in
no event shall the total number of shares sold by the Company and purchased by
the Investor pursuant to the Investment Agreement exceed 4.9% of the total
number of shares of the Common Stock outstanding, after giving effect to the
proposed sale and purchase of the shares in question. On August 1, 1996, the
Company exercised its right to issue and sell to the Investor, subject to the
terms and conditions of the Investment Agreement, 225,000 shares (the "Put
Shares") of Common Stock. The Company and the Investor have agreed that the
purchase and sale of the Put Shares will occur on or before September 10, 1996.
The purchase price for the Put Shares will be $6.529 per share.
On September 3, 1996, the last reported sale price of the Common
Stock, as reported on Nasdaq was $6.375 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.................... $6.529 $1,469,025
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Total........................ $1,469,025 $1,469,025
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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 September 5, 1996.
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DILUTION
The net tangible book value per share of the Common Stock at June 30,
1996 was $0.522. Without taking into account any change in the Company's net
tangible book value after June 30, 1996, other than giving effect to the
issuance and sale of the Put Shares at $6.529 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 $0.550. This represents an
immediate increase in net tangible pro forma book value per share of $0.028 to
present stockholders and an immediate dilution of $5.979 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...................................... $6.529
Net tangible book value before sale................$0.522
Increase attributable to payments by the Investor..$0.028
Pro forma net tangible book value after sale /(1)/............... $0.550
Dilution of the Investor......................................... $5.979
</TABLE>
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1. Excludes 4,291,342 shares of Common Stock issuable upon exercise of
outstanding warrants, approximately 3,152,103 shares of Common Stock
issuable upon the exercise of outstanding stock options, and additional
shares issuable upon exercise of the Put Rights described above.
