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SECURITIES AND EXCHANGE COMMISSION Conformed
Washington, D.C. 20549 Copy
FORM 10-Q/A
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13
OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the quarterly period ended June 30, 1996
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OR
[_] TRANSITION REPORT PURSUANT TO SECTION 13
OR 15(d) OF THE SECURITIES EXCHANGE ACT
of 1934
For the transition period from to
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Commission file number 0-14879
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Cytogen Corporation
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(Exact name of Registrant as specified in its charter)
Delaware 22-2322400
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(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification Number)
600 College Road East, CN 5308, Princeton, NJ 08540-5308
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(Address of Principal Executive Offices and Zip Code)
Registrant's telephone number, including area code (609) 987-8200
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days : Yes X No .
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Indicate the number of shares outstanding of each of the issuer's classes
of common stock, as of the latest practicable date:
Class Outstanding at July 24, 1996
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Common Stock, $.01 par value 47,925,175
Warrants to Purchase One Share of Common Stock, 4,023,495
$.01 par value
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Item 6 - Exhibits and Reports on Form 8-K
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(a) Exhibits:
3.- Certificate of Incorporation of CYTOGEN Corporation.
10.1- Second Amendment to the License Agreement between CYTOGEN
Corporation and The Dow Chemical Company dated May 20,
1996.*
10.2- Amendment No. 1 to the CYTOGEN Corporation 1995 Stock
Option Plan dated May 22, 1996.
10.3- Amendment No. 2 to the CYTOGEN Corporation 1988 Stock
Option Plan for Non-Employee Directors dated May 22, 1996.
27- Financial Data Schedule (Submitted to SEC only in electronic
format).
* CYTOGEN Corporation has requested confidential treatment of certain
provisions contained in this exhibit. The copy filed as an exhibit omits
the information subject to the confidentiality request. This exhibit
expands the licensed field thereunder to include osteoblastic diseases,
including rheumatoid arthritis.
(b) Reports on Form 8-K:
None
2
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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 thereunto duly authorized.
CYTOGEN CORPORATION
Date October 2, 1996 By /s/ T. Jerome Madison
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T. Jerome Madison
Chief Financial Officer
(Authorized Officer and Principal
Financial Officer)
3
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SECOND AMENDMENT OF THE LICENSE AGREEMENT EFFECTIVE MAY 30, 1993
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BETWEEN THE DOW CHEMICAL COMPANY AND CYTOGEN CORPORATION
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This Second Amendment ("Second Amendment") to the License Agreement effective
May 30, 1993 ("License") between The Dow Chemical Company ("DOW") and CYTOGEN
Corporation ("CYTOGEN") is desired to expand the fields in which CYTOGEN is
licensed and to modify the terms of the first Amendment (effective September 5,
1995) to the License.
NOW, THEREFORE, DOW and CYTOGEN, in consideration of the commercial development
of the PRODUCT and EXPANSION OF LICENSED FIELD, the mutual covenants contained
herein, the adequacy and sufficiency of which are acknowledged, agree as
follows:
I. The original Articles of the License are modified as follows:
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Article 1 -
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1.11 At line 4, after the word "humans" insert "or for the treatment of
disease characterized by osteoblastic response in humans".
Article 6 -
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6.1.4, 6.1.7 and 6.1.8 are also to apply to this Second Amendment expanded
indication for EXPANSION OF LICENSED FIELD.
Article 8 -
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8.1.3 Added as a new provision - "As an initial consideration for this
Second Amendment, within ten (10) days from the Effective Date,
CYTOGEN shall pay DOW One Thousand Dollars (US$1,000)."
8.2 d) This paragraph shall apply and a payment of [ Information omitted
and filed separately with the Commission under Rule 24b-2. ] would
be due for this Second Amendment expanded indication for APPROVAL.
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II. The original Articles of the Amendment are modified as follows:
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Article 6 -
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6.19 Amend the Article to read: "File the NDA packaged, modified as
needed, with the CANADIAN governmental authorities for PRODUCT for
the FIELD using CYTOGEN's best efforts by October 31, 1996;"
All other terms of the prior License and Amendment remain as stated
therein.
IN WITNESS WHEREOF, the Parties have duly executed this Second Amendment in
duplicate by their appropriate authorized representative, effective as of the
last date set forth below ("Effective Date").
THE DOW CHEMICAL COMPANY CYTOGEN CORPORATION
By /s/Fred P. Corson By /s/Richard J. Walsh
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Name Fred P. Corson Name Richard J. Walsh
Title Vice President Title Vice President
Research and Development Corporate Development
Date May 17, 1996 Date May 20, 1996
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