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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 29, 1996
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
___________________
CYTOGEN CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 22-2322400
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)
600 COLLEGE ROAD EAST, CN 5308, PRINCETON, NEW JERSEY 08540-5308
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
_________________
CYTOGEN CORPORATION
1995 STOCK OPTION PLAN
(FULL TITLE OF THE PLAN)
_________________
MR. T. JEROME MADISON
VICE PRESIDENT, CHIEF FINANCIAL OFFICER AND SECRETARY
CYTOGEN CORPORATION
600 COLLEGE ROAD EAST, CN 5308, PRINCETON, NEW JERSEY 08540-5308, TELEPHONE:
(609) 987-8200
(NAME AND ADDRESS OF AGENT FOR SERVICE)
(609) 987-8200
(TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)
_________________
Copy to:
JAMES J. MARINO, ESQ.
DECHERT PRICE & RHOADS
997 LENOX DRIVE, SUITE 210
LAWRENCEVILLE, NEW JERSEY 08648
(609) 520-3200
_________________
CALCULATION OF REGISTRATION FEE
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<CAPTION>
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AMOUNT PROPOSED PROPOSED MAXIMUM
TITLE OF TO BE MAXIMUM OFFERING AGGREGATE OFFERING AMOUNT OF
SECURITIES TO BE REGISTERED REGISTERED PRICE PER SHARE (1) PRICE (1) REGISTRATION FEE
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<S> <C> <C> <C> <C>
Common Stock 2,100,000 shares $7.5313 $15,815,730.00 $5,453.70
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(1) Estimated solely for the purpose of calculating the registration fee in
accordance with paragraph (h) of Rule 457 of the Securities Act of 1933, as
amended, on the basis of the average of the high and low prices of the
Common Stock reported on the Nasdaq National Market on May 22, 1996.
_________________
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
This Registration Statement on Form S-8 relates to the registration of
additional securities of the same class as other securities for which an earlier
registration statement filed on Form S-8 relating to the 1995 Stock Option Plan
is effective. Pursuant to the provisions of Paragraph E of the General
Instructions to Form S-8, the contents of that earlier Registration Statement on
Form S-8 (No. 33-63321) are hereby incorporated herein by reference.
ITEM 8. EXHIBITS
Exhibit 4.1 Restated Certificate of Incorporation, as amended(1)
Exhibit 4.2 By-laws of Cytogen Corporation, as amended(1)
Exhibit 4.3 Specimen of Common Stock Certificate(2)
Exhibit 4.4 Cytogen Corporation 1995 Stock Option Plan(3)
Exhibit 5.1 Legal Opinion of Dechert Price & Rhoads
Exhibit 23.1 Consent of Arthur Andersen LLP
Exhibit 23.2 Consent of Dechert Price & Rhoads
Exhibit 24.1 Power of Attorney
_____________
(1) Filed as an exhibit to Form S-4 Registration Statement (No. 33-88612) and
incorporated herein by reference.
(2) Filed as an exhibit to Amendment No. 1 to Form S-1 Registration Statement
(No. 33-5533) and incorporated herein by reference.
(3) Filed as an exhibit to Annual Report on Form 10-K for the year ended
December 31, 1995 (Commission File No. 0-14879) and incorporated herein by
reference.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the Township of Princeton, and the State of New Jersey, on this
22nd day of May, 1996.
CYTOGEN CORPORATION
By:/s/ Thomas J. McKearn
-------------------------
Thomas J. McKearn
President and Chief Executive
Officer
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EXHIBIT INDEX
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<S> <C> <C>
Exhibit 5.1 Legal Opinion of Dechert Price & Rhoads Page
Exhibit 23.1 Consent of Arthur Andersen LLP Page
Exhibit 23.2 Consent of Dechert Price & Rhoads (Included in Exhibit 5.1)
Exhibit 24.1 Power of Attorney (See Page 3)
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-4-
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EXHIBIT 5.1
May 29, 1996
Cytogen Corporation
600 College Road East
CN 5308
Princeton, NJ 08540-5308
Gentlemen:
We refer to the registration of 2,100,000 shares (the "Shares") of Common
Stock, $.01 par value, of Cytogen Corporation (the "Company") to be offered
pursuant to the Cytogen Corporation 1995 Stock Option Plan (the "Plan") in a
registration statement on Form S-8 (the "Registration Statement") to be filed
under the Securities Act of 1933, as amended (the "Act").
In rendering this opinion, we have examined the Plan, copies of the
Registration Statement, copies of the corporate charter and by-laws of the
Company, as amended, copies of certain resolutions of the Board of Directors of
the Company and such other corporate records and documents as we have deemed
necessary in order to enable us to express the opinion set forth below.
Based on the foregoing examination, it is our opinion that, when issued
against receipt of the agreed purchase price therefor pursuant to the exercise
of options granted under the Plan, the Shares will be validly issued, fully paid
and nonassessable.
We hereby consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement. In giving such consent, we do not thereby admit that we
are in the category of persons whose consent is required under Section 7 of the
Act.
Very truly yours,
/s/ Dechert Price & Rhoads
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EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this Form S-8 Registration Statement of our report dated February
2, 1996 (except with respect to the matter discussed in Note 5, as to which the
date is February 29, 1996), included in Cytogen Corporation's Form 10-K for the
year ended December 31, 1995, and to all references to our Firm included in this
Registration Statement.
ARTHUR ANDERSEN LLP
Philadelphia, Pa.
May 28, 1996
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POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Thomas J. McKearn and T. Jerome Madison or either
of them, his attorney-in-fact, each with the power of substitution, for him in
any and all capacities, to sign any amendments to this Registration Statement,
and to file the same, with exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission, hereby ratifying and
confirming all that either of said attorneys-in-fact, or his substitute or
substitutes, may do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
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<CAPTION>
SIGNATURE TITLE DATE
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<S> <C> <C>
/s/ William C. Mills III Chairman of the Board of Directors May 22, 1996
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William C. Mills III
/s/ Thomas J. McKearn President, Chief Executive Officer and May 22, 1996
- --------------------------- Director (Principal Executive Officer)
Thomas J. McKearn
/s/ T. Jerome Madison Vice President, Chief Financial May 22, 1996
- --------------------------- Officer, Secretary and Director
T. Jerome Madison (Principal Financial and Accounting
Officer)
/s/ Robert F. Hendrickson Director May 22, 1996
- ---------------------------
Robert F. Hendrickson
/s/ Donald E. O'Neill Director May 22, 1996
- ---------------------------
Donald E. O'Neill
/s/ Charles E. Austin Director May 22, 1996
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Charles E. Austin
/s/ John E. Bagalay, Jr. Director May 22, 1996
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John E. Bagalay, Jr.
/s/ Ronald J. Brenner Director May 22, 1996
- ---------------------------
Ronald J. Brenner
/s/ James A. Grigsby Director May 22, 1996
- ---------------------------
James A. Grigsby
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