<PAGE>
PROSPECTUS SUPPLEMENT File No. 333-02015
(TO PROSPECTUS DATED MARCH 28, 1996) Filed Pursuant to Rule 424(b)(2)
under the Securities Act of 1933
913,909 Shares
CYTOGEN CORPORATION
Common Stock
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Pursuant to a Stock Purchase Agreement between Cytogen Corporation
(the "Company") and a European institutional investor (the "Investor"), dated as
of August 27, 1996 (the "Purchase Agreement"), the Company agreed to sell to the
Investor 913,909 shares (the "Shares") of common stock, par value $.01 per share
(the "Common Stock") for an aggregate purchase price of approximately $5.0
million or $5.471 per share. The price per share equals .925 multiplied by the
average closing bid prices reported on Nasdaq during a designated trading period
of up to twenty-one business days (the "Purchase Price"). The Company and the
Investor have agreed that the purchase and sale of the Shares will occur on or
before October 1, 1996.
In addition, under the Purchase Agreement, the Company shall have the
right to issue and sell to the Investor, on a one time basis, and the Investor
will be obligated to purchase, up to an additional $5,000,000 of Common Stock
(collectively, the "Put Rights") at a price per share equal to the Purchase
Price, unless the total number of shares of Common Stock then beneficially owned
by the Investor exceeds 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. The Put Rights will expire on December 1, 1996.
Persons who participate in the distribution of the 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 Shares by them may be deemed to be
underwriting discounts and commissions under the Securities Act.
In connection with a letter agreement between the Company and MDDM
Capital Partners, Inc. ("MDDM") regarding the retention of MDDM to render
advisory services relating to the Company's efforts to secure equity financing
from certain financing sources, the Company agreed to pay MDDM 2.5% of the
proceeds from the sale of the Shares (plus an additional 1% of the proceeds as a
result of certain cost reductions negotiated by MDDM) and reimbursement for
certain out-of-pocket expenses incurred by MDDM.
On September 26, 1996, the last reported sale price of the Common
Stock, as reported on the Nasdaq National Market was $5.5625 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.............. $ 5.471 $ 5.471
Total.................. $4,999,996.14 $4,999,996.14
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</TABLE>
(1) Before deducting the Company's estimated expenses of approximately $25,000
and the fee to MDDM of $175,000 payable by the Company.
The date of this Prospectus Supplement is September 30, 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 Shares at $5.471 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 $0.611. This represents an immediate
increase in net tangible pro forma book value per share of $0.089 to present
stockholders and an immediate dilution of $4.860 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............................... $5.471
Net tangible book value before sale......$0.522
Increase attributable to payments
by the Investor.. $0.089
Pro forma net tangible book value after sale /(1)(2)/..... $0.611
Dilution of the Investor.................................. $4.860
</TABLE>
RECENT DEVELOPMENTS
Fletcher Fund
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On September 6, 1996, pursuant to an Investment Agreement between the
Company and Fletcher Fund, L.P., a Delaware limited partnership ("Fletcher
Fund"), dated as of September 8, 1995 (as amended, the "Investment Agreement"),
the Company sold to Fletcher 225,000 shares of Common Stock at an aggregate
purchase price of $1,469,025 or $6.529 per share. Under the Investment
Agreement, the Company also has the right to issue and sell to the Investor
until December 15, 1996, and the Investor will be obligated to purchase, up to
an additional 450,000 shares of Common Stock from time to time (collectively,
the "Fletcher 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.
Targon Corporation
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On September 26, 1996, the Company entered into a Joint Development
and Operating Agreement with Elan Corporation plc ("Elan") regarding the
formation and operation of a newly formed joint venture company called Targon
Corporation ("Targon"). Targon will concentrate on the development,
registration, manufacturing and commercialization of differentiated oncology
products.
In connection with the formation of the new company, the Company sold
to Elan International Services, Ltd., a Bermuda corporation ("EIS"), 932,535
shares of Common Stock of the Company for an aggregate purchase price of $5
million. The Company used these proceeds to fund its obligation to contribute $5
million in cash to Targon. The Company also sold to EIS 1,000 shares of a new
Series A Preferred Stock of the Company for $15 million. The Company also
contributed the proceeds of this sale to Targon along with certain technology
owned by the Company.
Initially, Targon Corporation will be wholly-owned by the Company.
However, EIS has the right to exchange its shares of the Company's Series A
Preferred Stock for one-half of the Company's interest in Targon. If EIS
exercises this exchange right, then the Company and EIS will be equal owners of
Targon. If EIS exercises the exchange right it will receive a warrant to
purchase up to 1 million shares of Common Stock of the Company at exercise
prices (based on the time of exercise) between $8.40 to $14.00 over time.
EIS also has the right to convert its shares of Series A Preferred
Stock into a maximum of 1,785,715 shares of the Company's Common Stock (reducing
over time, based on the time of conversion). If EIS exercises its conversion
right, then the Company will retain its full ownership of Targon.
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Targon used $10 million of the amount contributed to it by the Company
to purchase two products, EL530 and EL532, from Advanced Therapeutic Systems,
Inc. If EIS exercises its right to convert its shares of Series A Preferred
Stock into Common Stock of the Company, rather than stock of Targon, then Elan
generally will be required to purchase from Targon the EL530 and EL532 products
for $10 million plus a royalty on sales of the products.
_______________________
1. Excludes 4,291,342 shares of Common Stock issuable upon exercise of
outstanding warrants, approximately 3,142,103 shares of Common Stock
issuable upon the exercise of outstanding stock options, and any shares
issuable upon conversion of the Series A Preferred Stock and the exercise
of the Put Rights and the Fletcher Put Rights described above.
2 The above calculation does not give effect to the sale of 225,000 shares
of Common Stock to Fletcher Fund or the sale of 932,535 shares of Common
Stock to EIS described above. The effect of the sale of those shares is to
increase the pro forma net tangible book value by $0.114 per share to
$0.725 per share.
