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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 1 TO
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934*
CYTOGEN CORPORATION
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(NAME OF ISSUER)
COMMON STOCK, PAR VALUE $0.1 PER SHARE
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(TITLE OF CLASS OF SECURITIES)
232824 10 2
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(CUSIP NUMBER)
ELAN INTERNATIONAL SERVICES, LTD.
C/O DAVID ROBBINS, ESQ., BROCK, FENSTERSTOCK, SILVERSTEIN & MCAULIFFE LLC
ONE CITICORP CENTER, 153 EAST 53RD STREET, 56TH FLOOR, NEW YORK, NY 10022
(212) 371-2000
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(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE
NOTICES AND COMMUNICATIONS)
SEPTEMBER 26, 1996
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(DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box. [ ]
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are
to be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
(Continued on following pages)
Page 1 of 4 pages
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SCHEDULE 13D
CUSIP NO. 232824 10 2 PAGE 2 OF 4 PAGES
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Elan International Services, Ltd.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (A) |_|
(B) |_|
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO (See Item 3)
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(D) OR 2(E) |_|
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Bermuda
NUMBER OF 7 SOLE VOTING POWER
SHARES 2,599,202 shares, consisting of 932,535
BENEFICIALLY shares of Common Stock owned outright and
OWNED BY up to 1,666,667 shares currently issuable
EACH upon conversion of Series A Preferred Stock.
REPORTING
PERSON
WITH
8 SHARED VOTING POWER
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9 SOLE DISPOSITIVE POWER
2,599,202 shares (see Item 7 above).
10 SHARED DISPOSITIVE POWER
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,599,202 shares. See Item 7 above.
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES |_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.92%, based upon 51,169,605 outstanding shares of
the Issuer, as of November 6, 1997, as reported in
the Issuer's quarterly report on Form 10-Q for the
quarter ended September 30, 1997. See Item 3 below.
14 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE,
RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS)
OF THE SCHEDULE, AND THE SIGNATURE
ATTESTATION.
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ITEM 1. SECURITY AND ISSUER.
Common Stock, par value $.01 per share
Cytogen Corporation
600 College Road East
CN 5308
Princeton, NJ 08540-5308
ITEM 2. IDENTITY AND BACKGROUND.
This Amendment No. 1 to Schedule 13-D is filed by Elan
International Services, Ltd., a Bermuda corporation ("EIS"), 102 St. James
Court, Flatts Smiths, FL 04, Bermuda pursuant to Rule 13d-2(a) as promulgated
under the Securities Exchange Act of 1934, as amended, (the "Exchange Act").
Incorporated herein by reference is the Schedule 13-D filed by EIS as of
November 26, 1997 (the "Original Filing").
This amendment to the Original Filing restates the Reporting
Person's fully diluted ownership interest in the Issuer at a level consistent
with the maximum number of shares of Common Stock potentially issuable under
current terms and conditions.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
As previously disclosed, pursuant to the terms of a
securities purchase agreement dated September 26, 1996 (the "Agreement"), EIS
acquired (a) 932,535 shares of common stock, par value $.01 per share, of the
Issuer (the "Common Stock"), (b) 1,000 shares of Series A Preferred Stock (the
"Preferred Stock"), currently convertible into 1,666,667 shares of Common
Stock, and (c)a warrant to purchase up to 1,000,000 shares of Common Stock (the
"Warrant"), exercisable under certain circumstances, at variable exercise
price(s), such price(s) to be determined based on the date(s) of exercise, if
any (collectively, the Common Stock, Preferred Stock and the Warrant, the
"Securities"), for a payment of $20 million, which was provided by EIS's
general corporate funds.
This Amendment No. 1 to Schedule 13-D clarifies the Original
Filing by reducing the reported number of shares of Common Stock obtainable by
the Reporting Person upon conversion of the Preferred Stock and deleting
reference to exercise of the Warrant. Conversion of the Preferred Stock and
exercise of the Warrant are exclusive, because the Warrant is only exercisable
(for 1,000,000 shares, representing 1.9% on a fully diluted basis, of the
outstanding Common Stock) if EIS shall elect to exchange the Preferred Stock
for shares of the common stock of Targon Corporation, in which case the
Preferred Stock shall no longer be convertible.
ITEM 4. PURPOSE OF TRANSACTIONS
Original Filing, page 3.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
Original Filing, page 4.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER
Original Filing, page 4.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
None.
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SIGNATURES
After reasonable inquiry and to the best of his knowledge and
belief, the undersigned certify that the information set forth in this
Statement is true, complete and correct.
Date: February 3, 1998
Elan International Services, Ltd.
By: /s/ Kevin Insley
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Kevin Insley
Director
