SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
SCHEDULE 13D
Amendment No. 1
Under the Securities Exchange Act of 1934
CYTOGEN CORPORATION
(Name of Issuer)
Common Stock, $.01 par value
(Title of Class of Securities)
232824102
(CUSIP Number)
H. Vaughan Blaxter, III
1900 Grant Building
Pittsburgh, Pennsylvania 15219
(412) 281-2620
(Name, address and telephone number of person
authorized to receive notices and communications)
January 6, 1999
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 statement, and is filing
this statement because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following: [ ]
Page 1
<PAGE>
CUSIP NO. 232824102
1 Name of Reporting Person S.S. or I.R.S. Identification No. of above
Person
HILLMAN MEDICAL VENTURES 1990 L.P.
I.D. #51-0324537
2 Check the Appropriate Box if Member of a Group (a) [ X
] (b) [ ]
3 SEC Use Only
4 Source of Funds
OO
5 Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e) [ ]
6 Citizenship or Place of Organization
Delaware
Number of Shares Beneficially Owned by Each Reporting Person With
7 Sole Voting Power
176,470
8 Shared Voting Power
9. Sole Dispositive Power
176,470
10 Shared Dispositve Power
11 Aggregate Amount Beneficially Owned by Each Reporting Person
176,470
12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
13 Percent of Class Represented by Amount in Row (11)
.3%
14 Type of Reporting Person
PN
Page 2
<PAGE>
CUSIP NO. 232824102
1 Name of Reporting Person S.S. or I.R.S. Identification No. of above
Person
HILLMAN MEDICAL VENTURES 1991 L.P.
I.D. #51-0337941
2 Check the Appropriate Box if Member of a Group (a) [ X
] (b) [ ]
3 SEC Use Only
4 Source of Funds
OO
5 Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e) [ ]
6 Citizenship or Place of Organization
Delaware
Number of Shares Beneficially Owned by Each Reporting Person With
7 Sole Voting Power
486,622
8 Shared Voting Power
9 Sole Dispositive Power
486,622
10 Shared Dispositve Power
11 Aggregate Amount Beneficially Owned by Each Reporting Person
486,622
12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
13 Percent of Class Represented by Amount in Row (11)
.8%
14 Type of Reporting Person
PN
Page 3
<PAGE>
CUSIP NO. 232824102
1 Name of Reporting Person S.S. or I.R.S. Identification No. of above
Person
HILLMAN MEDICAL VENTURES 1992 L.P.
I.D. #51-0338291
2 Check the Appropriate Box if Member of a Group (a) [ X
] (b) [ ]
3 SEC Use Only
4 Source of Funds
OO
5 Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e) [ ]
6 Citizenship or Place of Organization
Delaware
Number of Shares Beneficially Owned by Each Reporting Person With
7 Sole Voting Power
110,522
8 Shared Voting Power
9 Sole Dispositive Power
110,522
10 Shared Dispositve Power
11 Aggregate Amount Beneficially Owned by Each Reporting Person
110,522
12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
13 Percent of Class Represented by Amount in Row (11)
.2%
14 Type of Reporting Person
PN
Page 4
<PAGE>
CUSIP NO. 232824102
1 Name of Reporting Person S.S. or I.R.S. Identification No. of above
Person
HILLMAN MEDICAL VENTURES 1994 L.P.
I.D. #51-0353407
2 Check the Appropriate Box if Member of a Group (a) [ X
] (b) [ ]
3 SEC Use Only
4 Source of Funds
OO
5 Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e) [ ]
6 Citizenship or Place of Organization
Delaware
Number of Shares Beneficially Owned by Each Reporting Person With
7 Sole Voting Power
1,094,700
8 Shared Voting Power
9 Sole Dispositive Power
1,094,700
10 Shared Dispositve Power
11 Aggregate Amount Beneficially Owned by Each Reporting Person
1,094,700
12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
13 Percent of Class Represented by Amount in Row (11)
1.7%
14 Type of Reporting Person
PN
Page 5
<PAGE>
CUSIP NO. 232824102
1 Name of Reporting Person S.S. or I.R.S. Identification No. of above
Person
HILLMAN MEDICAL VENTURES 1995 L.P.
I.D. #51-0364601
2 Check the Appropriate Box if Member of a Group (a) [ X
] (b) [ ]
3 SEC Use Only
4 Source of Funds
OO
5 Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e) [ ]
6 Citizenship or Place of Organization
Delaware
Number of Shares Beneficially Owned by Each Reporting Person With
7 Sole Voting Power
1,478,150
8 Shared Voting Power
9 Sole Dispositive Power
1,478,150
10 Shared Dispositve Power
11 Aggregate Amount Beneficially Owned by Each Reporting Person
1,478,150
12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
13 Percent of Class Represented by Amount in Row (11)
2.3%
14 Type of Reporting Person
PN
Page 6
<PAGE>
CUSIP NO. 232824102
1 Name of Reporting Person S.S. or I.R.S. Identification No. of above
Person
HILLMAN/DOVER LIMITED PARTNERSHIP
I.D. #51-0286294
2 Check the Appropriate Box if Member of a Group (a) [ X
] (b) [ ]
3 SEC Use Only
4 Source of Funds
OO
5 Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e) [ ]
6 Citizenship or Place of Organization
Delaware
Number of Shares Beneficially Owned by Each Reporting Person With
7 Sole Voting Power
367,445
8 Shared Voting Power
3,346,464
9 Sole Dispositive Power
367,445
10 Shared Dispositve Power
3,346,464
11 Aggregate Amount Beneficially Owned by Each Reporting Person
3,713,909
12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
13 Percent of Class Represented by Amount in Row (11)
5.7%
14 Type of Reporting Person
PN
Page 7
<PAGE>
CUSIP NO. 232824102
1 Name of Reporting Person S.S. or I.R.S. Identification No. of above
Person
CASHON BIOMEDICAL ASSOCIATES L.P.
I.D. #23-2555178
2 Check the Appropriate Box if Member of a Group (a) [ X
] (b) [ ]
3 SEC Use Only
4 Source of Funds
OO
5 Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e) [ ]
6 Citizenship or Place of Organization
Delaware
Number of Shares Beneficially Owned by Each Reporting Person With
7 Sole Voting Power
8 Shared Voting Power
3,346,464
9 Sole Dispositive Power
10 Shared Dispositve Power
3,346,464
11 Aggregate Amount Beneficially Owned by Each Reporting Person
3,346,464
12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
13 Percent of Class Represented by Amount in Row (11)
5.2%
14 Type of Reporting Person
PN
Page 8
<PAGE>
CUSIP NO. 232824102
1 Name of Reporting Person S.S. or I.R.S. Identification No. of above
Person
HILLMAN PROPERTIES WEST, INC.
I.D. #51-0124111
2 Check the Appropriate Box if Member of a Group (a) [ X
] (b) [ ]
3 SEC Use Only
4 Source of Funds
OO
5 Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e) [ ]
6 Citizenship or Place of Organization
Delaware
Number of Shares Beneficially Owned by Each Reporting Person With
7 Sole Voting Power
20,625
8 Shared Voting Power
9 Sole Dispositive Power
20,625
10 Shared Dispositve Power
11 Aggregate Amount Beneficially Owned by Each Reporting Person
20,625
12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
13 Percent of Class Represented by Amount in Row (11)
.03%
14 Type of Reporting Person
CO
Page 9
<PAGE>
CUSIP NO. 232824102
1 Name of Reporting Person S.S. or I.R.S. Identification No. of above
Person
HCC INVESTMENTS, INC.
I.D. #51-0259668
2 Check the Appropriate Box if Member of a Group (a) [ X
] (b) [ ]
3 SEC Use Only
4 Source of Funds
OO
5 Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e) [ ]
6 Citizenship or Place of Organization
Delaware
Number of Shares Beneficially Owned by Each Reporting Person With
7 Sole Voting Power
4,125
8 Shared Voting Power
9 Sole Dispositive Power
4,125
10 Shared Dispositve Power
11 Aggregate Amount Beneficially Owned by Each Reporting Person
4,125
12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
13 Percent of Class Represented by Amount in Row (11)
.006%
14 Type of Reporting Person
CO
Page 10
<PAGE>
CUSIP NO. 232824102
1 Name of Reporting Person S.S. or I.R.S. Identification No. of above
Person
JULIET CHALLENGER, INC.
I.D. #51-0256786
2 Check the Appropriate Box if Member of a Group (a) [ X
] (b) [ ]
3 SEC Use Only
4 Source of Funds
OO
5 Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e) [ ]
6 Citizenship or Place of Organization
Delaware
Number of Shares Beneficially Owned by Each Reporting Person With
7 Sole Voting Power
4,363,207
8 Shared Voting Power
9 Sole Dispositive Power
4,363,207
10 Shared Dispositve Power
11 Aggregate Amount Beneficially Owned by Each Reporting Person
4,363,207
12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
13 Percent of Class Represented by Amount in Row (11)
6.8%
14 Type of Reporting Person
CO
Page 11
<PAGE>
CUSIP NO. 232824102
1 Name of Reporting Person S.S. or I.R.S. Identification No. of above
Person
WILMINGTON SECURITIES, INC.
I.D. #51-0114700
2 Check the Appropriate Box if Member of a Group (a) [ X
] (b) [ ]
3 SEC Use Only
4 Source of Funds
OO
5 Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e) [ ]
6 Citizenship or Place of Organization
Delaware
Number of Shares Beneficially Owned by Each Reporting Person With
7 Sole Voting Power
8 Shared Voting Power
3,734,534
9 Sole Dispositive Power
10 Shared Dispositve Power
3,734,534
11 Aggregate Amount Beneficially Owned by Each Reporting Person
3,734,534
12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
13 Percent of Class Represented by Amount in Row (11)
5.8%
14 Type of Reporting Person
CO
Page 12
<PAGE>
CUSIP NO. 232824102
1 Name of Reporting Person S.S. or I.R.S. Identification No. of above
Person
WILMINGTON INVESTMENTS, INC.
I.D. #51-0344688
2 Check the Appropriate Box if Member of a Group (a) [ X
] (b) [ ]
3 SEC Use Only
4 Source of Funds
OO
5 Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e) [ ]
6 Citizenship or Place of Organization
Delaware
Number of Shares Beneficially Owned by Each Reporting Person With
7 Sole Voting Power
8 Shared Voting Power
8,101,866
9 Sole Dispositive Power
10 Shared Dispositve Power
8,101,866
11 Aggregate Amount Beneficially Owned by Each Reporting Person
8,101,866
12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
13 Percent of Class Represented by Amount in Row (11)
12.5%
14 Type of Reporting Person
CO
Page 13
<PAGE>
CUSIP NO. 232824102
1 Name of Reporting Person S.S. or I.R.S. Identification No. of above
Person
THE HILLMAN COMPANY
I.D. #25-1011286
2 Check the Appropriate Box if Member of a Group (a) [ X
] (b) [ ]
3 SEC Use Only
4 Source of Funds
OO
5 Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e) [ ]
6 Citizenship or Place of Organization
Pennsylvania
Number of Shares Beneficially Owned by Each Reporting Person With
7 Sole Voting Power
8 Shared Voting Power
8,101,866
9 Sole Dispositive Power
10 Shared Dispositve Power
8,101,866
11 Aggregate Amount Beneficially Owned by Each Reporting Person
8,101,866
12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
13 Percent of Class Represented by Amount in Row (11)
12.5%
14 Type of Reporting Person
CO
Page 14
<PAGE>
CUSIP NO. 232824102
1 Name of Reporting Person S.S. or I.R.S. Identification No. of above
Person
HENRY L. HILLMAN, ELSIE HILLIARD HILLMAN & C. G. GREFENSTETTE,
TRUSTEES OF THE HENRY L. HILLMAN TRUST U/A DATED NOVEMBER
18, 1985I.D. #18-2145466
2 Check the Appropriate Box if Member of a Group (a) [ X
] (b) [ ]
3 SEC Use Only
4 Source of Funds
OO
5 Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e) [ ]
6 Citizenship or Place of Organization
Pennsylvania
Number of Shares Beneficially Owned by Each Reporting Person With
7 Sole Voting Power
116,325
8 Shared Voting Power
8,101,866
9 Sole Dispositive Power
116,325
10 Shared Dispositve Power
8,101,866
11 Aggregate Amount Beneficially Owned by Each Reporting Person
8,218,191
12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
13 Percent of Class Represented by Amount in Row (11)
12.7%
14 Type of Reporting Person
OO
Page 15
<PAGE>
CUSIP NO. 232824102
1 Name of Reporting Person S.S. or I.R.S. Identification No. of above
Person
C. G. GREFENSTETTE and THOMAS G. BIGLEY, TRUSTEES U/A/T DATED 11/16/64 FOR
AUDREY HILLIARD HILLMAN I.D. #25-6064937
2 Check the Appropriate Box if Member of a Group (a) [ X
] (b) [ ]
3 SEC Use Only
4 Source of Funds
OO
5 Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e) [ ]
6 Citizenship or Place of Organization
U.S.
Number of Shares Beneficially Owned by Each Reporting Person With
7 Sole Voting Power
38,775
8 Shared Voting Power
9 Sole Dispositive Power
38,775
10 Shared Dispositve Power
11 Aggregate Amount Beneficially Owned by Each Reporting Person
38,775
12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
13 Percent of Class Represented by Amount in Row (11)
.06%
14 Type of Reporting Person
OO
Page 16
<PAGE>
CUSIP NO. 232824102
1 Name of Reporting Person S.S. or I.R.S. Identification No. of above
Person
C. G. GREFENSTETTE and THOMAS G. BIGLEY, TRUSTEES U/A/T DATED 11/16/64 FOR
JULIET LEA HILLMAN I.D. #25-6064939
2 Check the Appropriate Box if Member of a Group (a) [ X
] (b) [ ]
3 SEC Use Only
4 Source of Funds
OO
5 Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e) [ ]
6 Citizenship or Place of Organization
U.S.
Number of Shares Beneficially Owned by Each Reporting Person With
7 Sole Voting Power
38,775
8 Shared Voting Power
9 Sole Dispositive Power
38,775
10 Shared Dispositve Power
11 Aggregate Amount Beneficially Owned by Each Reporting Person
38,775
12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
13 Percent of Class Represented by Amount in Row (11)
.06%
14 Type of Reporting Person
OO
Page 17
<PAGE>
CUSIP NO. 232824102
1 Name of Reporting Person S.S. or I.R.S. Identification No. of above
Person
C. G. GREFENSTETTE and THOMAS G. BIGLEY, TRUSTEES U/A/T DATED 11/16/64 FOR
HENRY L. HILLMAN, JR. I.D. #25-6064938
2 Check the Appropriate Box if Member of a Group (a) [ X
] (b) [ ]
3 SEC Use Only
4 Source of Funds
OO
5 Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e) [ ]
6 Citizenship or Place of Organization
U.S.
Number of Shares Beneficially Owned by Each Reporting Person With
7 Sole Voting Power
38,775
8 Shared Voting Power
9 Sole Dispositive Power
38,775
10 Shared Dispositve Power
11 Aggregate Amount Beneficially Owned by Each Reporting Person
38,775
12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
13 Percent of Class Represented by Amount in Row (11)
.06%
14 Type of Reporting Person
OO
Page 18
<PAGE>
CUSIP NO. 232824102
1 Name of Reporting Person S.S. or I.R.S. Identification No. of above
Person
C. G. GREFENSTETTE and THOMAS G. BIGLEY, TRUSTEES U/A/T DATED 11/16/64 FOR
WILLIAM TALBOTT HILLMAN I.D. #25-6064940
2 Check the Appropriate Box if Member of a Group (a) [ X
] (b) [ ]
3 SEC Use Only
4 Source of Funds
OO
5 Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e) [ ]
6 Citizenship or Place of Organization
U.S.
Number of Shares Beneficially Owned by Each Reporting Person With
7 Sole Voting Power
38,775
8 Shared Voting Power
9 Sole Dispositive Power
38,775
10 Shared Dispositve Power
11 Aggregate Amount Beneficially Owned by Each Reporting Person
38,775
12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
13 Percent of Class Represented by Amount in Row (11)
.06%
14 Type of Reporting Person
OO
Page 19
<PAGE>
CUSIP NO. 232824102
1 Name of Reporting Person S.S. or I.R.S. Identification No. of above
Person
C. G. GREFENSTETTE
I.D. ####-##-####
2 Check the Appropriate Box if Member of a Group (a) [ X
] (b) [ ]
3 SEC Use Only
4 Source of Funds
OO
5 Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e) [ ]
6 Citizenship or Place of Organization
U.S.
Number of Shares Beneficially Owned by Each Reporting Person With
7 Sole Voting Power
8 Shared Voting Power
8,373,291
9 Sole Dispositive Power
10 Shared Dispositve Power
8,373,291
11 Aggregate Amount Beneficially Owned by Each Reporting Person
8,373,291
12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
13 Percent of Class Represented by Amount in Row (11)
13.0%
14 Type of Reporting Person
IN
Page 20
<PAGE>
CUSIP NO. 232824102
1 Name of Reporting Person S.S. or I.R.S. Identification No. of above
Person
HENRY L. HILLMAN
I.D. ####-##-####
2 Check the Appropriate Box if Member of a Group (a) [ X
] (b) [ ]
3 SEC Use Only
4 Source of Funds
OO
5 Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e) [ ]
6 Citizenship or Place of Organization
U.S.
Number of Shares Beneficially Owned by Each Reporting Person With
7 Sole Voting Power
8 Shared Voting Power
8,218,191
9 Sole Dispositive Power
10 Shared Dispositive Power
8,218,191
11 Aggregate Amount Beneficially Owned by Each Reporting Person
8,218,191
12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
13 Percent of Class Represented by Amount in Row (11)
12.7%
14 Type of Reporting Person
IN
Page 21
<PAGE>
CUSIP NO. 232824102
1 Name of Reporting Person S.S. or I.R.S. Identification No. of above
Person
ELSIE HILLIARD HILLMAN
I.D. ####-##-####
2 Check the Appropriate Box if Member of a Group (a) [ X
] (b) [ ]
3 SEC Use Only
4 Source of Funds
OO
5 Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e) [ ]
6 Citizenship or Place of Organization
U.S.
Number of Shares Beneficially Owned by Each Reporting Person With
7 Sole Voting Power
8 Shared Voting Power
8,218,191
9 Sole Dispositive Power
10 Shared Dispositive Power
8,218,191
11 Aggregate Amount Beneficially Owned by Each Reporting Person
8,218,191
12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
13 Percent of Class Represented by Amount in Row (11)
12.7%
14 Type of Reporting Person
IN
Page 22
<PAGE>
CUSIP NO. 232824102
1 Name of Reporting Person S.S. or I.R.S. Identification No. of above
Person
THOMAS G. BIGLEY
I.D. #
2 Check the Appropriate Box if Member of a Group (a) [ X
] (b) [ ]
3 SEC Use Only
4 Source of Funds
OO
5 Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e) [ ]
6 Citizenship or Place of Organization
U.S.
Number of Shares Beneficially Owned by Each Reporting Person With
7 Sole Voting Power
8 Shared Voting Power
155,100
9 Sole Dispositive Power
10 Shared Dispositive Power
155,100
11 Aggregate Amount Beneficially Owned by Each Reporting Person
155,100
12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
13 Percent of Class Represented by Amount in Row (11)
.2%
14 Type of Reporting Person
IN
Page 23
<PAGE>
CUSIP NO. 232824102
1 Name of Reporting Person S.S. or I.R.S. Identification No. of above
Person
CHARLES G. HADLEY
I.D. ####-##-####
2 Check the Appropriate Box if Member of a Group (a) [ X
] (b) [ ]
3 SEC Use Only
4 Source of Funds
OO
5 Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e) [ ]
6 Citizenship or Place of Organization
U.S.
Number of Shares Beneficially Owned by Each Reporting Person With
7 Sole Voting Power
250
8 Shared Voting Power
3,346,464
9 Sole Dispositive Power
250
10 Shared Dispositve Power
3,346,464
11 Aggregate Amount Beneficially Owned by Each Reporting Person
3,346,714
12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
13 Percent of Class Represented by Amount in Row (11)
5.2%
14 Type of Reporting Person
IN
Page 24
<PAGE>
CUSIP NO. 232824102
1 Name of Reporting Person S.S. or I.R.S. Identification No. of above
Person
HAL S. BRODERSON
I.D. ####-##-####
2 Check the Appropriate Box if Member of a Group (a) [ X
] (b) [ ]
3 SEC Use Only
4 Source of Funds
OO
5 Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e) [ ]
6 Citizenship or Place of Organization
U.S.
Number of Shares Beneficially Owned by Each Reporting Person With
7 Sole Voting Power
1,100
8 Shared Voting Power
3,346,464
9 Sole Dispositive Power
1,100
10 Shared Dispositve Power
3,346,464
11 Aggregate Amount Beneficially Owned by Each Reporting Person
3,347,564
12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
13 Percent of Class Represented by Amount in Row (11)
5.2%
14 Type of Reporting Person
IN
Page 25
<PAGE>
CUSIP NO. 232824102
1 Name of Reporting Person S.S. or I.R.S. Identification No. of above
Person
RONALD J. BRENNER
I.D. ####-##-####
2 Check the Appropriate Box if Member of a Group (a) [ X
] (b) [ ]
3 SEC Use Only
4 Source of Funds
OO
5 Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e) [ ]
6 Citizenship or Place of Organization
U.S.
Number of Shares Beneficially Owned by Each Reporting Person With
7 Sole Voting Power
88,200
8 Shared Voting Power
3,346,464
9 Sole Dispositive Power
88,200
10 Shared Dispositve Power
3,346,464
11 Aggregate Amount Beneficially Owned by Each Reporting Person
3,434,664
12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
13 Percent of Class Represented by Amount in Row (11)
5.3%
14 Type of Reporting Person
IN
Page 26
<PAGE>
SCHEDULE 13D
This statement ("Statement") constitutes Amendment No. 1 to Schedule 13D
filed with the Securities and Exchange Commission (the "Commission") on
January 18, 1999 (the "Filing").
Item 1. Security and Issuer
This Statement relates to the Common Stock, $.01 par value, of Cytogen
Corporation, a Delaware corporation (the "Issuer"). The address of the
Issuer's principal executive office is 600 College Road East, Princeton, New
Jersey 08540-5308, and the Issuer's ticker symbol is CYTO.
Item 2. Identity and Background
(a) Names of persons filing (individually, the "Registrant" and
collectively, the "Registrants"):
Hillman Medical Ventures 1990 L.P., a Delaware limited
partnership, whose general partners are Hillman/Dover
Limited Partnership and Cashon Biomedical Associates L.P.
Hillman Medical Ventures 1991 L.P., a Delaware limited
partnership, whose general partners are Hillman/Dover
Limited Partnership and Cashon Biomedical Associates L.P.
Hillman Medical Ventures 1992 L.P., a Delaware limited
partnership, whose general partners are Hillman/Dover
Limited Partnership and Cashon Biomedical Associates L.P.
Hillman Medical Ventures 1994 L.P., a Delaware limited
partnership, whose general partners are Hillman/Dover
Limited Partnership and Cashon Biomedical Associates L.P.
Hillman Medical Ventures 1995 L.P., a Delaware limited
partnership, whose general partners are Hillman/Dover
Limited Partnership and Cashon Biomedical Associates L.P.
Hillman/Dover Limited Partnership, a Delaware limited
partnership whose general partner is Wilmington Securities,
Inc.
Cashon Biomedical Associates L.P., a Delaware limited
partnership whose general partners are Charles G. Hadley,
Hal S. Broderson and Ronald J. Brenner.
Hillman Properties West, Inc., a Delaware corporation, a
wholly-owned subsidiary of Wilmington Securities, Inc.
HCC Investments, Inc., a Delaware corporation, a wholly-owned subsidiary of
Wilmington Investments, Inc.
Juliet Challenger, Inc., a Delaware corporation, a wholly-owned subsidiary of
Wilmington Investments, Inc.
Wilmington Securities, Inc., a Delaware corporation, a
wholly-owned subsidiary of Wilmington Investments, Inc.
Wilmington Investments, Inc., a Delaware corporation, a
wholly-owned subsidiary of The Hillman Company.
The Hillman Company, a Pennsylvania corporation controlled by
Henry L. Hillman, Elsie Hilliard Hillman and C. G. Grefenstette,
as Trustees of the Henry L. Hillman Trust U/A dated
November 18, 1985.
Henry L. Hillman, Elsie Hilliard Hillman and C. G.
Grefenstette, Trustees of the Henry L. Hillman Trust U/A
dated November 18, 1985 (the "1985 Trust").
C. G. Grefenstette and Thomas G. Bigley, Trustees U/A/T dated November 16,
1964 for Audrey Hilliard Hillman (the "AHH Trust")
C. G. Grefenstette and Thomas G. Bigley, Trustees U/A/T dated November 16,
1964 for Juliet Lea Hillman (the "JLH Trust")
C. G. Grefenstette and Thomas G. Bigley, Trustees U/A/T dated November 16,
1964 for Henry L. Hillman, Jr. (the "HLHJr. Trust")
C. G. Grefenstette and Thomas G. Bigley, Trustees U/A/T dated November 16,
1964 for William Talbott Hillman (the "WTH Trust")
C. G. Grefenstette
Henry L. Hillman
Elsie Hilliard Hillman
Thomas G. Bigley
Charles G. Hadley
Hal S. Broderson
Ronald J. Brenner
The name, position, business address and citizenship of each director and
executive officer of the entities listed above, each controlling person of
such entities and each director and executive officer of any person or
corporation in control of said entities, is attached hereto as Exhibit 1.
(b) Business Address
The addresses of the Registrants are as follows:
The Hillman Company, the 1985 Trust, the AAH Trust, the JLH
Trust, the HLHJr. Trust and the WTH Trust are each located at:
1900 Grant Building
Pittsburgh, Pennsylvania 15219
Hillman Properties West, Inc., HCC Investments, Inc., Juliet
Challenger, Inc., Wilmington Securities, Inc., Wilmington
Investments, Inc., Hillman/Dover Limited Partnership,
Hillman Medical Ventures 1990 L.P., Hillman Medical
Ventures 1991 L.P., Hillman Medical Ventures 1992 L.P.,
Hillman Medical Ventures 1994 L.P. and Hillman Medical
Ventures 1995 L.P. are located at:
824 Market Street, Suite 900
Wilmington, Delaware 19801
Cashon Biomedical Associates L.P., Charles G. Hadley,
Hal S. Broderson and Ronald J. Brenner are located at:
One Tower Bridge, Suite 1350
100 Front Street
Conshohocken, Pennsylvania 19428
C. G. Grefenstette
2000 Grant Building
Pittsburgh, Pennsylvania 15219
Thomas G. Bigley
One Oxford Centre, 28th Floor
Pittsburgh, Pennsylvania 15219
Henry L. Hillman
2000 Grant Building
Pittsburgh, Pennsylvania 15219
Elsie Hilliard Hillman
2000 Grant Building
Pittsburgh, Pennsylvania 15219
(c) Principal occupation or employment
The principal occupations of the limited partnerships listed in response
to Item 2(a) are: investments in medical area.
The principal occupations of the corporations, listed in response to Item
2(a) are: diversified investments and operations.
The principal occupations of the 1985 Trust, the AAH Trust, the JLH
Trust, the HLHJr. Trust and the WTH Trust are: diversified investments and
operations.
Charles G. Hadley
General Partner, Cashon Biomedical Associates L.P.
Hal S. Broderson
General Partner, Cashon Biomedical Associates L.P.
Ronald J. Brenner
General Partner, Cashon Biomedical Associates L.P.
C. G. Grefenstette
See Exhibit 1
Thomas G. Bigley
Managing Partner, Ernst & Young
Henry L. Hillman
See Exhibit 1
Elsie Hilliard Hillman
See Exhibit 1
(d) Criminal convictions
None of the persons named in Item 2(a)(including Exhibit 1) have been
convicted in a criminal proceeding in the last five years.
(e) Civil proceedings
None of the persons listed in response to Item 2(a) (including Exhibit 1)
have in the last five years been subject to a judgment, decree or final order
as described in Item 2, subsection (e) of Schedule 13D.
(f) Citizenship
The 1985 Trust, the AAH Trust, the JLH
Trust, the HLHJr. Trust and the WTH Trust are Pennsylvania trusts.
Hillman Properties West, Inc., HCC Investments, Inc., Juliet
Challenger, Inc., Wilmington Securities, Inc. and Wilmington
Investments, Inc. are Delaware corporations.
The Hillman Company is a Pennsylvania corporation.
Hillman/Dover Limited Partnership, Cashon Biomedical Associates L.P.,
Hillman Medical Ventures 1990 L.P., Hillman Medical Ventures 1991 L.P.,
Hillman Medical Ventures 1992 L.P., Hillman Medical Ventures 1994 L.P. and
Hillman Medical Ventures 1995 L.P. are Delaware limited partnerships.
C. G. Grefenstette, Thomas G. Bigley, Henry L. Hillman, Elsie
Hilliard Hillman, Charles G. Hadley, Hal S. Broderson and Ronald J.
Brenner are U.S. citizens.
Item 3. Source and Amount of Funds or Other Consideration
None.
Item 4. Purpose of Transaction
Pursuant to a Securities Purchase Agreement, dated as of December
31,
1998, Juliet Challenger, Inc. purchased 2,666,667 shares of the
Issuer's
Common Stock for a purchase price of $2,000,000, or $.75 per share.
Except as set forth above, the Registrants have no present plans or proposals
which relate to or would result in (a) the acquisition by any person of
additional securities of the Issuer or the disposition of securities of the
Issuer, (b) an extraordinary corporate transaction, such as a merger,
reorganization, or liquidation involving the Issuer or any of its
subsidiaries, (c) a sale or transfer of a material amount of the assets of the
Issuer or any of its subsidiaries, (d) any change in the present Board of
Directors or Management of the Issuer including any plans or proposals to
change the number or term of Directors or to fill any existing vacancies on
the Board, (e) any material change in the present capitalization or dividend
policy of the Issuer, (f) any other material change in the Issuer's business
or corporate structure, (g) changes in the Issuer's charter, by-laws or
instruments corresponding thereto or other actions which may impede the
acquisition of control of the Issuer by any person, (h) causing a class of
securities of the Issuer to be delisted from a national securities exchange or
to cease to be authorized to be quoted in an inter-dealer quotation system of
a registered national securities association, (i) a class of equity securities
of the Issuer becoming eligible for termination of registration pursuant to
Section 12(g)(4) of the Act of 1933, or (j) any action similar to those
enumerated above.
Item 5. Interest in Securities of the Issuer
(a) Beneficial Ownership
The following is a list of the Issuer's Common Stock of which each
Registrant is a direct, beneficial owner. It includes the number of shares
held and the percentage
of the class of such shares that are held by such Registrant.
<TABLE>
<CAPTION><S><C><C>
Name Number of Shares % of Class of Shares
Hillman Medical
Ventures 1990 L.P. 176,470 .3%
Hillman Medical
Ventures 1991 L.P. 486,622 .8%
Hillman Medical
Ventures 1992 L.P. 110,522 .2%
Hillman Medical
Ventures 1994 L.P. 1,094,700 1.7%
Hillman Medical
Ventures 1995 L.P. 1,478,150 2.3%
Hillman/Dover367,445.6%
Limited Partnership
Hillman Properties20,625.03%
West, Inc.
HCC Investments, Inc.4,125.006%
Juliet Challenger, Inc.4,363,2076.6%
The 1985 Trust116,325.2%
The AAH Trust38,775.06%
The JLH Trust38,775.06%
The HLHJr. Trust38,775.06%
The WTH Trust38,775.06%
Charles G. Hadley250> .001%
Hal S. Broderson1,100> .001%
Ronald J. Brenner88,200.1%
</TABLE>
(b) Power to Vote or Dispose of Shares
Each person listed above in response to Item 5(a) has the sole power to vote
and to direct the vote and the sole power to dispose of and direct the
disposition of those shares except as follows:
(i)Wilmington Securities, Inc., Wilmington Investments, Inc., The
Hillman Company, Henry L. Hillman, as settlor and Trustee of the 1985 Trust,
and Elsie Hilliard Hillman and C. G. Grefenstette, as Trustees of the 1985
Trust, may be deemed to share voting and disposition power regarding 8,101,866
shares of Common Stock held beneficially by Hillman Properties West, Inc., HCC
Investments, Inc., and Juliet Challenger, Inc., and Hillman Medical Ventures
1990 L.P., Hillman Medical Ventures 1991 L.P., Hillman Medical Ventures 1992
L.P., Hillman Medical Ventures 1994 L.P. and Hillman Medical Ventures 1995
L.P., whose general partners are Hillman/Dover Limited Partnership and Cashon
Biomedical Associates L.P. Wilmington Securities, Inc. is the general partner
of Hillman/Dover Limited Partnership.
(ii)As trustees of the 1985 Trust, Henry L. Hillman, Elsie Hilliard
Hillman and C. G. Grefenstette may be deemed to own beneficially and share
voting and disposition power over 8,218,191 shares of Common Stock.
(iii)C. G. Grefenstette and Thomas G. Bigley, as Trustees, may be
deemed to share voting and disposition power regarding the aggregate of
155,100 shares held in trust for the AHH Trust, the JLH Trust, the HLHJr.
Trust, and the WTH Trust.
(iv)Cashon Biomedical Associates L.P., Charles G. Hadley, Hal S.
Broderson and Ronald J. Brenner may be deemed to own beneficially and share
voting and disposition power over 3,346,464 shares of Common Stock.
(c), (d) and (e). Not applicable.
Item 6.Contracts, Arrangements, Understandings of Relationships With Respect
to Securities of the Issuer
None.
Item 7. Material to be Filed as Exhibits
Exhibit 1.Information concerning officers and directors of reporting
persons and certain affiliates thereof.
Exhibit 2.Securities Purchase Agreement, dated as of December 31, 1998.
<PAGE>SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
HILLMAN MEDICAL VENTURES 1990 L.P.,
HILLMAN MEDICAL VENTURES 1991 L.P.,
HILLMAN MEDICAL VENTURES 1992 L.P.,
HILLMAN MEDICAL VENTURES 1994 L.P.,
and HILLMAN MEDICAL VENTURES 1995 L.P.
By Hillman/Dover Limited Partnership,
a General Partner
By Wilmington Securities, Inc., the sole
General Partner
/s/ Andrew H. McQuarrie
By _________________________________________
Andrew H. McQuarrie, Vice President
By Cashon Biomedical Associates L.P.,
a General Partner
/s/ Charles G. Hadley
By _________________________________________
Charles G. Hadley, General Partner
/s/ Hal S. Broderson
By _________________________________________
Hal S. Broderson, General Partner
/s/ Ronald J. Brenner
By _________________________________________
Ronald J. Brenner, General Partner
HILLMAN/DOVER LIMITED PARTNERSHIP
By Wilmington Securities, Inc.,
the sole General Partner
/s/ Andrew H. McQuarrie
By _________________________________________
Andrew H. McQuarrie, Vice President
CASHON BIOMEDICAL ASSOCIATES L.P.
/s/ Charles G. Hadley
By _________________________________________
Charles G. Hadley, General Partner
/s/ Hal S. Broderson
By _________________________________________
Hal S. Broderson, General Partner
/s/ Ronald J. Brenner
By _________________________________________
Ronald J. Brenner, General Partner
HILLMAN PROPERTIES WEST, INC.
/s/ Andrew H. McQuarrie
By _________________________________________
Andrew H. McQuarrie, Vice President
HCC INVESTMENTS, INC.
/s/ Andrew H. McQuarrie
By _________________________________________
Andrew H. McQuarrie, Vice President
JULIET CHALLENGER, INC.
/s/ Andrew H. McQuarrie
By _________________________________________
Andrew H. McQuarrie, Vice President
WILMINGTON SECURITIES, INC.
/s/ Andrew H. McQuarrie
By _________________________________________
Andrew H. McQuarrie, Vice President
WILMINGTON INVESTMENTS, INC.
/s/ Andrew H. McQuarrie
By _________________________________________
Andrew H. McQuarrie, Vice President
THE HILLMAN COMPANY
/s/ Lawrence M. Wagner
By _________________________________________
Lawrence M. Wagner, President
HENRY L. HILLMAN, ELSIE HILLIARD HILLMAN
& C. G. GREFENSTETTE, TRUSTEES OF THE HENRY L. HILLMAN TRUST U/A DATED
NOVEMBER 18, 1985
/s/ C. G. Grefenstette
By _________________________________________
C. G. Grefenstette, Trustee
C. G. GREFENSTETTE AND THOMAS G. BIGLEY, TRUSTEES U/A/T
DATED 11/16/64 FOR EACH OF AUDREY HILLIARD HILLMAN, JULIET LEA HILLMAN, HENRY
L. HILLMAN, JR. and WILLIAM TALBOTT HILLMAN
/s/ C. G. Grefenstette
By _________________________________________
C. G. Grefenstette, Trustee
/s/ Thomas G. Bigley
By _________________________________________
Thomas G. Bigley
/s/ C. G. Grefenstette
____________________________________________
C. G. Grefenstette
/s/ Thomas G. Bigley
____________________________________________
Thomas G. Bigley
/s/ Henry L. Hillman
____________________________________________
Henry L. Hillman
/s/ Elsie Hilliard Hillman
____________________________________________
Elsie Hilliard Hillman
/s/ Charles G. Hadley
____________________________________________
Charles G. Hadley
/s/ Hal S. Broderson
____________________________________________
Hal S. Broderson
/s/ Ronald J. Brenner
____________________________________________
Ronald J. Brenner
EXHIBIT 1
<TABLE>
<CAPTION>
PRINCIPAL OFFICERS AND DIRECTORS OF
THE HILLMAN COMPANY, ALL OF WHOM ARE U.S. CITIZENS
Name and Address Title
<S><C>
Henry L. Hillman Chairman of the Executive Committee
2000 Grant Building and Director
Pittsburgh, Pennsylvania 15219
C. G. Grefenstette Chairman of the Board and
2000 Grant Building Director
Pittsburgh, Pennsylvania 15219
Lawrence M. Wagner President, Chief Executive Officer
2000 Grant Building and Director
Pittsburgh, Pennsylvania 15219
H. Vaughan Blaxter, III Vice President, Secretary, General
1900 Grant Building Counsel and Director
Pittsburgh, Pennsylvania 15219
Mark J. Laskow Vice President and Director
1900 Grant Building
Pittsburgh, Pennsylvania 15219
Anthony J. Burlando Vice President - Risk Management
1900 Grant Building
Pittsburgh, Pennsylvania 15219
James R. Philp Vice President - Personnel and
2000 Grant Building Administration
Pittsburgh, Pennsylvania 15219
Richard M. Johnston Vice President - Investments and
2000 Grant Building Director
Pittsburgh, Pennsylvania 15219
<PAGE>John W. Hall Vice President - Accounting and
1800 Grant Building Information Services
Pittsburgh, Pennsylvania 15219
Timothy O. Fisher Vice President
1900 Grant Building
Pittsburgh, Pennsylvania 15219
Bruce I. Crocker Vice President
1800 Grant Building
Pittsburgh, Pennsylvania 15219
Denis P. McCarthy Vice President
1900 Grant Building
Pittsburgh, Pennsylvania 15219
Timothy P. HallVice President
2000 Grant Building
Pittsburgh, PA 15219
Joseph C. ManzingerVice President
2000 Grant Building
Pittsburgh, PA 15219
Maurice J. WhiteVice President, Shareholder Services
1800 Grant Building
Pittsburgh, PA 15219
Charles H. Bracken, Jr. Vice President
2000 Grant Building
Pittsburgh, Pennsylvania 15219
Eric C. Johnson Treasurer
2000 Grant Building
Pittsburgh, Pennsylvania 15219
D. Richard Roesch Assistant Treasurer
1800 Grant Building
Pittsburgh, Pennsylvania 15219
Michael S. Adamcyk Assistant Secretary and
2000 Grant Building Assistant Treasurer
Pittsburgh, Pennsylvania 15219
<PAGE>Mary Black Strong Assistant Treasurer
2000 Grant Building
Pittsburgh, Pennsylvania 15219
Carol J. Cusick Riley Vice President, Associate General
1900 Grant Building Counsel and Assistant Secretary
Pittsburgh, Pennsylvania 15219
Cornel Conley Controller - Corporate
1800 Grant Building
Pittsburgh, Pennsylvania 15219
Mark M. Poljak Controller - Taxes
1800 Grant Building
Pittsburgh, Pennsylvania 15219
Elsie H. Hillman Director
2000 Grant Building
Pittsburgh, Pennsylvania 15219
Audrey Hillman FisherDirector
2000 Grant Building
Pittsburgh, PA 15219
PRINCIPAL OFFICERS AND DIRECTORS OF
WILMINGTON INVESTMENTS, INC., ALL OF WHOM ARE U.S. CITIZENS
H. Vaughan Blaxter, III President and Secretary
1900 Grant Building
Pittsburgh, Pennsylvania 15219
Andrew H. McQuarrie Vice President, Chief Financial Officer,
824 Market Street, Suite 900 Treasurer and Director
Wilmington, Delaware 19801
Lario M. Marini Senior Vice President and Director
Wilmington Trust Center
Wilmington, Delaware 19801
Richard H. Brown Assistant Vice President and
824 Market Street, Suite 900 Assistant Secretary
Wilmington, Delaware 19801
<PAGE>Eric C. Johnson Assistant Secretary and
2000 Grant Building Assistant Treasurer
Pittsburgh, Pennsylvania 15219
Jody B. Cosner Assistant Secretary
824 Market Street, Suite 900
Wilmington, Delaware 19801
Joan E. Bachner Assistant Treasurer
824 Market Street, Suite 900
Wilmington, Delaware 19801
Darlene ClarkeDirector
824 Market Street, Suite 900
Wilmington, Delaware 19801
PRINCIPAL OFFICERS AND DIRECTORS OF
WILMINGTON SECURITIES, INC., ALL OF WHOM ARE U.S. CITIZENS
H. Vaughan Blaxter, III President
1900 Grant Building
Pittsburgh, Pennsylvania 15219
Andrew H. McQuarrie Vice President, Chief Financial
824 Market Street, Suite 900 Officer, Treasurer and Director
Wilmington, Delaware 19801
Lario M. Marini Senior Vice President and Director
Wilmington Trust Center
Wilmington, Delaware 19801
Richard H. Brown Assistant Vice President and
824 Market Street, Suite 900 Assistant Secretary
Wilmington, Delaware 19801
Marian F. Dietrich Secretary
1900 Grant Building
Pittsburgh, Pennsylvania 15219
Eric C. Johnson Assistant Secretary and
2000 Grant Building Assistant Treasurer
Pittsburgh, Pennsylvania 15219
<PAGE>Jody B. Cosner Assistant Secretary
824 Market Street, Suite 900
Wilmington, Delaware 19801
Joan E. Bachner Assistant Treasurer
824 Market Street, Suite 900
Wilmington, Delaware 19801
Darlene ClarkeDirector
824 Market Street, Suite 900
Wilmington, Delaware 19801
PRINCIPAL OFFICERS AND DIRECTORS OF
HCC INVESTMENTS, INC. AND JULIET CHALLENGER, INC.,
ALL OF WHOM ARE U.S. CITIZENS
H. Vaughan Blaxter, III President and Secretary
1900 Grant Building
Pittsburgh, Pennsylvania 15219
Andrew H. McQuarrie Vice President, Chief Financial
824 Market Street, Suite 900 Officer, Treasurer and Director
Wilmington, Delaware 19801
Lario M. Marini Senior Vice President and Director
Wilmington Trust Center
Wilmington, Delaware 19801
Richard H. Brown Assistant Vice President and
824 Market Street, Suite 900 Assistant Secretary
Wilmington, Delaware 19801
Eric C. Johnson Assistant Secretary and
2000 Grant Building Assistant Treasurer
Pittsburgh, Pennsylvania 15219
Jody B. Cosner Assistant Secretary
824 Market Street, Suite 900
Wilmington, Delaware 19801
Joan E. Bachner Assistant Treasurer
824 Market Street, Suite 900
Wilmington, Delaware 19801
Darlene ClarkeDirector
824 Market Street, Suite 900
Wilmington, Delaware 19801
PRINCIPAL OFFICERS AND DIRECTORS OF
HILLMAN PROPERTIES WEST, INC., ALL OF WHOM
ARE U.S. CITIZENS
H. Vaughan Blaxter, III President, Secretary and Director
1900 Grant Building
Pittsburgh, Pennsylvania 15219
Andrew H. McQuarrie Vice President, Treasurer
824 Market Street, Suite 900 and Director
Wilmington, Delaware 19801
Lario M. Marini Senior Vice President and Director
Wilmington Trust Center
Wilmington, Delaware 19801
Dale L. ClemensVice President and General Manager,
2011 Palomar RoadCarlsbad
Carlsbad, California 92009
Stephen P. SmithVice President
2030 Main Street, Suite 640
Irvine, California 92614
Christopher D. HarrisVice President
1800 Grant Building
Pittsburgh, Pennsylvania 15219
Richard H. Brown Assistant Vice President and
824 Market Street, Suite 900 Assistant Secretary
Wilmington, Delaware 19801
Eric C. Johnson Assistant Secretary and
2000 Grant Building Assistant Treasurer
Pittsburgh, Pennsylvania 15219
Michael S. Adamcyk Assistant Treasurer
2000 Grant Building
Pittsburgh, Pennsylvania 15219
Jody B. Cosner Assistant Secretary
824 Market Street, Suite 900
Wilmington, Delaware 19801
Joan E. Bachner Assistant Treasurer
824 Market Street, Suite 900
Wilmington, Delaware 19801
Russell W. Ayres, IIIDirector
1900 Grant Building
Pittsburgh, Pennsylvania 15219
Carol Cusick RileyDirector
1900 Grant Building
Pittsburgh, Pennsylvania 15219
GENERAL PARTNERS OF: HILLMAN MEDICAL VENTURES 1990 L.P.,
HILLMAN MEDICAL VENTURES 1991 L.P., HILLMAN MEDICAL VENTURES
1992 L.P., HILLMAN MEDICAL VENTURES 1994 L.P., and HILLMAN
MEDICAL VENTURES 1995 L.P., BOTH OF WHICH WERE ORGANIZED
IN THE U.S.
Hillman/Dover Limited Partnership
824 Market Street, Suite 900
Wilmington, Delaware 19801
Cashon Biomedical Associates L.P.
One Tower Bridge, Suite 1350
100 Front Street
Conshohocken, Pennsylvania 19428
GENERAL PARTNER OF HILLMAN/DOVER LIMITED PARTNERSHIP, WHICH
WAS ORGANIZED IN THE U.S.
Wilmington Securities, Inc.
824 Market Street, Suite 900
Wilmington, Delaware 19801
<PAGE>GENERAL PARTNERS OF CASHON BIOMEDICAL ASSOCIATES L.P.,
ALL OF WHOM ARE U.S. CITIZENS
Charles G. Hadley
One Tower Bridge, Suite 1350
100 Front Street
West Conshohocken, Pennsylvania 19428
Hal S. Broderson
One Tower Bridge, Suite 1350
100 Front Street
West Conshohocken, Pennsylvania 19428
Ronald J. Brenner
One Tower Bridge, Suite 1350
100 Front Street
West Conshohocken, Pennsylvania 19428
TRUSTEES OF THE HENRY L. HILLMAN TRUST U/A
DATED NOVEMBER 18, 1985, ALL OF WHOM ARE U.S. CITIZENS
Henry L. Hillman
2000 Grant Building
Pittsburgh, Pennsylvania 15219
Elsie Hilliard Hillman
2000 Grant Building
Pittsburgh, Pennsylvania 15219
C. G. Grefenstette
2000 Grant Building
Pittsburgh, Pennsylvania 15219
TRUSTEES OF THE FOUR HILLMAN TRUSTS DATED 11/16/64, BOTH
WHOM ARE U.S. CITIZENS
C. G. Grefenstette
2000 Grant Building
Pittsburgh, Pennsylvania 15219
Thomas G. Bigley
One Oxford Centre, 28th floor
Pittsburgh, Pennsylvania 15219
</TABLE>
EXHIBIT 2
SECURITIES PURCHASE AGREEMENT
This Securities Purchase Agreement (this "Agreement"), dated as of December
31, 1998 is entered into by and between Juliet Challenger, Inc., a Delaware
corporation with an office at 824 Market Street, Suite 900, Wilmington,
Delaware 19801 (the "Purchaser") and Cytogen Corporation, a Delaware
corporation with its principal offices located at 600 College Road East,
Princeton, New Jersey 08540 (the "Company").
The Company has offered for sale, and the Purchaser has agreed to
purchase 2,666,667 shares of Common Stock, par value $.01 per share (the
"Shares") of the Company on the terms and conditions herein provided. In
connection herewith, the Company and the Purchaser hereby agree as follows:
1. Purchase and Sale of Shares. Upon the basis of the representations
subject to the terms and conditions set forth herein, the Company agrees to
issue and sell the Shares to the Purchaser on the Closing Date (defined
herein) at $.75 per Share, or an aggregate purchase price of $2,000,000.00
(the "Purchase Price") and, upon the basis of the representations and
warranties and subject to the terms and conditions set forth herein, the
Purchaser agrees to purchase the Shares from the Company on the Closing Date
at the Purchase Price.
2. Closing. The closing of the purchase and sale of the Shares shall take
place at such place and at such time as the Company and the Purchaser may
agree (the time and date of the closing being referred to herein as the
"Closing Date"). Upon payment of the Purchase Price in full in immediately
available funds by or on behalf of the Purchaser to the Company by wire
transfer to an account specified by the Company to the Purchaser prior to the
Closing Date, the Company will promptly cause its transfer agent to deliver to
the Purchaser within three business days of the Closing Date certificates
representing the shares of Common Stock in such denominations and registered
in such names as the Purchaser shall request.
3. Registration.
(a)On December 30, 1998, the Company's Registration Statement on Form S-1, No.
338-68759, was declared effective by the Securities and Exchange Commission
("Commission") (including all exhibits thereto and all documents incorporated
by reference therein, the "Registration Statement") and includes the
registration of the original issuance of the Share of Common Stock purchased
by the Purchaser pursuant to this Agreement.
(b)Promptly after the Closing Date, the Company shall take all requisite
action to list Shares for trading on the NASDAQ National Market.
4. Representations and Warranties of the Company. The Company represents
and warrants, as of the date hereof and as of the Closing Date, as follows:
(a)no consent, approval, authorization or order of any court,
governmental agency or body or arbitrator having jurisdiction over the Company
or any of the Company's affiliates is required for the execution of this
Agreement or the sale of the Shares to the Purchaser;
(b)neither the sale of the Shares nor the performance of the Company's
other obligations under this Agreement will violate, conflict with, result in
a breach of, or constitute a default (or an event that, with the giving of
notice or the lapse of time or both, would constitute a default) under (i) the
Certificates of Incorporation or By-laws of the Company; (ii) any decree,
judgment, order or determination of any court, governmental agency or body, or
arbitrator having jurisdiction over the Company or any of the Company's
properties or assets; (iii) any law, treaty, rule or regulation applicable to
the Company (other than the federal securities laws, representations and
warranties with respect to which are made by the Company, or the requirements
of the NASDAQ Stock Market); or (iv) the terms of any bond, debenture, note or
other evidence of indebtedness, or any agreement, stock option or similar plan
by which the Company is bound or to which any property of the Company is
subject, in any event above, which violation, conflict or breach would have a
material adverse effect on the Company;
(c)the Company has taken all corporate action required to authorize the
execution and delivery of this Agreement and the performance of its
obligations hereunder;
(d)the Company has duly authorized the issuance of the Shares and, when
issued and delivered to and paid for by the Purchaser in accordance with the
terms hereof, the Common Stock will be duly and validly issued, fully paid and
non-assessable;
(e)the Company's Prospectus dated December 30, 1998, included in the
Company's Registration Statement on Form S-1 (Registration No. 333-68759
attached hereto as Exhibit "a"); the Company's Annual Report on Form 10-KA for
the year ended Decimeter 31, 1997; together with the Company's filings with
the Securities and Exchange Commission under the Securities Exchange Act of
1934, as amended (the "Exchange Act"), subsequent to the filing of such Form
10-KA (the "Disclosure Documents") have been delivered to the Purchaser and,
as of the date of each such document, such Disclosure Documents do not contain
any untrue statement of a material fact or omit to state a material fact
required to be stated therein or necessary to make the statement therein not
misleading in light of the circumstances in which they were made with respect
to the Company;
(f)the Company's financial statements for the year ended Decimeter 31,
1997, as amended, included in the Disclosure Documents comply in all material
respects with the applicable requirements of the Exchange Act and have been
prepared, and fairly present in all material respects the consolidated
financial condition, results of operations and cash flow of the Company and
its subsidiaries at the respective dates for the respective periods indicated,
in accordance with generally accepted accounting principles consistently applied
throughout such periods (except as may be noted therein) and will not be
restated any time within the 30-day period following the Closing Date, if
ever;
(g)except as set forth in the Disclosure Documents or pursuant to this
Agreement, (i) the Company has not incurred any material liabilities, direct
or contingent except in the ordinary course of business and (ii) there has
been no material adverse change in the properties, business, results of
operations of financial condition of the Company; and
(h)as of September 30, 1998 (and without giving effect to the sale of
Shares of Common Stock hereunder), the Company had a total of 58,602,852
shares of Common Stock issued and outstanding; approximately 6,694,623 shares
of Common Stock were reserved for issuance pursuant to existing stock options
under the Company's current stock option plans or outside of the plans and
approximately an additional 1,562,080 shares were issuable upon exercise of
options available for future grant; and 260,000 shares were reserved for
issuance pursuant to exercise of outstanding warrants. Subsequent to
September 30, 1998, the Company has issued additional warrants to purchase
1,300,000 shares of Common Stock. In addition, the Company has entered into a
Private Equity Line Agreement with Kingsbridge Capital Limited which provided
that the Company may issue, upon satisfaction of certain conditions, up to
$12,000,000 of its Common Stock.
5. Conditions of Closing. The obligations of each party hereunder shall
be subject to (a) the accuracy in all material respects of the representations
and warranties of the other party hereto as of the date hereof and as of the
Closing Date and (b) the performance in all material respects by the other
party of its obligations hereunder which must be performed prior to the
Closing Date.
6. Indemnification.
(a)The Company agrees to indemnify and hold harmless the Purchaser, each
person, if any, who controls the Purchaser within the meaning of Section 15 of
the Act and each officer, director, employee and agent of the Purchaser and of
any such controlling person against any and all liabilities, claims, damages
or expenses whatsoever, as incurred arising out of any representation,
warranty, covenant or undertaking by the Company contained in this Agreement,
and the Company will reimburse the Purchaser for its reasonable legal and
other expenses (including the reasonable cost of any investigation and
preparation, and including the reasonable fees and expenses of counsel)
incurred in connection therewith.
(b)The Purchaser agrees to indemnify and hold harmless the Company, each
person, if any, who controls the Company within the meaning of Section 15 of
the Act and each officer, director, employee and agent of the Company and of
any such controlling person against any and all liabilities, claims, damages
or expenses whatsoever, as incurred arising out of or resulting from any
breach or alleged breach or other violation or alleged violation of any
representation, warrant, covenant or undertaking by the Purchaser contained in
this Agreement, and the Purchaser will reimburse the Company for its
reasonable legal and other expenses (including the reasonable cost of any
investigation and preparation, and including the reasonable fees and expenses
of counsel) incurred in connection therewith.
7. Miscellaneous.
(a)This Agreement may be executed in one or more counterparts and such
counterparts shall constitute but one and the same agreement and authorized
signatures may be evidenced to the other party by facsimile copies thereof;
provided that the originally signed signature page of any party is provided to
the other party within two business days after original execution.
(b)This Agreement shall inure to the benefit of and be binding upon the
parties hereto. This Agreement shall not be assignable by any party hereto
without the prior written consent of the other party hereto and no other
person shall have any right or obligation hereunder.
(c)This Agreement contains the entire agreement between the parties with
respect to the subject matter hereof and supersedes any prior agreements or
understandings, whether written or oral, between the parties respecting such
subject matter.
8. Governing Law. This Agreement shall be governed by the internal laws
of the State of Delaware.
IN WITNESS WHEREOF, the parties have entered into this Agreement as of
the date first set forth above.
CYTOGEN Corporation
By: /s/ H. Joseph Reiser
H. Joseph Reiser, Ph.D., President
and Chief Executive Officer
JULIET CHALLENGER, INC.
By: /s/ Andrew H. McQuarrie
Andrew McQuarrie
Vice President
