SECURITIES AND EXCHANGE COMMISSION Conformed
Washington, D.C. 20549 Copy
FORM 10-Q
(Mark One)
[x] QUARTERLY REPORT PURSUANT TO SECTION 13
OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
For the quarterly period ended March 31, 2000
--------------
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13
OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
For the transition period from to
------------ ------------
Commission file number 333-02015
---------
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, NJ 08540-5308
--------------------------------------------------------
(Address of Principal Executive Offices and Zip Code)
Registrant's telephone number, including area code (609) 750-8200
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 .
--- ---
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 May 1, 2000
- ---------------------------- --------------------------
Common Stock, $.01 par value 72,745,972
<PAGE>
PART I - FINANCIAL INFORMATION
- -------------------------------
Item I - Consolidated Financial Statements
CYTOGEN CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(All amounts in thousands, except share data)
(Unaudited)
<TABLE>
<CAPTION>
March 31, December 31,
2000 1999
---------- ------------
<S> <C> <C>
ASSETS:
Current Assets:
Cash and cash equivalents ...................................... $ 12,187 $ 10,801
Short-term investments ......................................... -- 1,593
Accounts receivable, net ....................................... 2,407 2,150
Inventories .................................................... 536 685
Other current assets ........................................... 952 465
--------- ---------
Total current assets ........................................ 16,082 15,694
Property and Equipment, net ...................................... 1,842 1,997
Other Assets ..................................................... 880 914
--------- ---------
$ 18,804 $ 18,605
========= =========
LIABILITIES AND STOCKHOLDERS' EQUITY:
Current Liabilities:
Current portion of long-term liabilities ....................... $ 153 $ 162
Accounts payable and accrued liabilities ....................... 3,986 5,478
--------- ---------
Total current liabilities ................................... 4,139 5,640
--------- ---------
Long-Term Liabilities ............................................ 2,415 2,416
--------- ---------
Stockholders' Equity:
Preferred stock, $.01 par value, 5,400,000 shares authorized Series C Junior
Participating Preferred Stock, $.01 par value,
200,000 shares authorized, none issued and outstanding ..... -- --
Common stock, $.01 par value, 89,600,000 shares authorized,
72,721,000 and 70,527,000 shares issued and outstanding
in 2000 and 1999, respectively ............................... 727 705
Additional paid-in capital ..................................... 314,842 311,209
Deferred compensation .......................................... (75) (82)
Accumulated deficit ............................................ (303,244) (301,283)
--------- ---------
Total stockholders' equity .................................. 12,250 10,549
--------- ---------
$ 18,804 $ 18,605
========= =========
</TABLE>
The accompanying notes are an integral part of these statements.
2
<PAGE>
CYTOGEN CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(All amounts in thousands, except per share data)
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended March 31,
----------------------------
2000 1999
------------ ------------
<S> <C> <C>
Revenues:
Product related:
ProstaScint .......................................... $ 1,695 $ 1,592
OncoScint ............................................ 177 164
-------- --------
Total product sales ............................... 1,872 1,756
Quadramet royalties .................................. 498 199
-------- --------
Total product related ............................. 2,370 1,955
License and contract .................................... 58 369
-------- --------
Total revenues .................................... 2,428 2,324
-------- --------
Operating Expenses:
Cost of product and contract manufacturing revenues ..... 930 1,104
Research and development ................................ 1,493 1,057
Selling and marketing ................................... 1,130 946
General and administrative .............................. 947 911
-------- --------
Total operating expenses .......................... 4,500 4,018
-------- --------
Operating loss .................................... (2,072) (1,694)
Gain on sale of laboratory and manufacturing
facilities ............................................... -- 3,298
Interest income ........................................... 168 95
Interest expense .......................................... (57) (42)
-------- --------
Net income (loss) ......................................... $ (1,961) $ 1,657
======== ========
Basic and diluted net income (loss) per share ............ $ (0.03) $ 0.03
======== ========
Basic weighted average common share outstanding ........... 71,630 64,192
======== ========
Diluted weighted average common share outstanding ......... 71,630 64,496
======== ========
</TABLE>
The accompanying notes are an integral part of these statements.
3
<PAGE>
CYTOGEN CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(All amounts in thousands)
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended March 31,
----------------------------
2000 1999
---------- ----------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss) ............................................... $ (1,961) $ 1,657
-------- --------
Adjustments to reconcile net income (loss) to cash used in operating activities:
Depreciation and amortization ............................ 221 258
Imputed interest ......................................... (14) --
Gain on sale of equipment ................................ (149) --
Stock based compensation ................................. 127 --
Write down of assets ..................................... -- 14
Gain on sale of laboratory and manufacturing facilities .. -- (3,298)
Changes in assets and liabilites:
Accounts receivable, net ............................... (235) (7)
Inventories ............................................ 149 24
Other assets ........................................... (453) (194)
Accounts payable and accrued liabilities ............... (1,500) (3,109)
Other liabilities ...................................... 38 --
-------- --------
Total adjustments .............................. (1,816) (6,312)
-------- --------
Net cash used in operating activities .................... (3,777) (4,655)
-------- --------
CASH FLOWS FROM INVESTING ACTIVITIES:
Net proceeds from sale of equipment ............................. 148 --
Net proceeds from sale of laboratory and manufacturing facilities -- 3,584
Purchases of property and equipment ............................. (103) (8)
-------- --------
Net cash provided by investing activities ................ 45 3,576
-------- --------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of common stock .......................... 3,535 4,857
Redemption of short-term investments ............................ 1,593 --
Payment of long-term liabilities ................................ (10) (720)
-------- --------
Net cash provided by financing activities ................ 5,118 4,137
-------- --------
Net increase in cash and cash equivalents ....................... 1,386 3,058
Cash and cash equivalents, beginning of period .................. 10,801 3,015
-------- --------
Cash and cash equivalents, end of period ........................ $ 12,187 $ 6,073
======== ========
</TABLE>
The accompanying notes are an integral part of these statements.
4
<PAGE>
CYTOGEN CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
Basis of Consolidation
The consolidated financial statements include the accounts of Cytogen and
its wholly- owned subsidiaries. Intercompany balances and transactions have been
eliminated in consolidation.
Basis of Presentation
The consolidated financial statements of Cytogen Corporation are unaudited
and include all adjustments which in the opinion of management are necessary to
present fairly the financial condition and results of operations as of and for
the periods set forth in the Consolidated Balance Sheets, Consolidated
Statements of Operations and Consolidated Statements of Cash Flows. All such
accounting adjustments are of a normal, recurring nature. The consolidated
financial statements do not include all of the information and footnote
disclosures normally included in financial statements prepared in accordance
with generally accepted accounting principles and should be read in conjunction
with the consolidated financial statements and notes thereto included in the
Company's Annual Report on Form 10-K filed with the Securities and Exchange
Commission, which includes financial statements as of and for the year ended
December 31, 1999. The results of the Company's operations for any interim
period are not necessarily indicative of the results of the Company's operations
for any other interim period or for a full year.
Cash and Cash Equivalents
Cash and cash equivalents include cash on hand, cash in banks and all
highly-liquid investments with a maturity of three months or less at the time of
purchase.
Net Income (Loss) Per Share
Basic net income (loss) per common share is based upon the weighted
average common shares outstanding during each period. Diluted net income per
common share is based upon the weighted average common stock outstanding and
common stock equivalents which represent the incremental common shares that
would have been outstanding under certain employee stock options and warrants,
upon assumed exercise of dilutive stock options and warrants. Diluted net loss
per share for the three months ended March 31, 2000 is the same as basic net
loss per share, as the inclusion of common stock equivalents would be
antidilutive.
5
<PAGE>
CYTOGEN CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Cont'd)
2. SALES OF CYTOGEN COMMON STOCK:
During the three months ended March 31, 2000, the Company sold 1.0
million shares of Cytogen common stock to Berlex Laboratories ("Berlex") for
$1.0 million or $1.00 per share upon an exercise of a warrant, and approximately
1.2 million additional shares of Cytogen common stock for total proceeds of $2.5
million at an average price of $2.12 per share upon the exercises of employee
stock options and other warrants.
3. RECENTLY ENACTED ACCOUNTING PRONOUNCEMENTS:
In December 1999, the Securities and Exchange Commission staff issued Staff
Accounting Bulletin No. 101, "Revenue Recognition in Financial Statements" (SAB
101). The bulletin draws on existing accounting rules and provides specific
guidance on how those accounting rules should be applied, and specifically
addresses revenue recognition for non-refundable technology access fees in the
biotechnology industry. SAB 101 is effective for fiscal quarters beginning after
March 31, 2000. The Company is evaluating SAB 101 and the effect it may have on
the Company's financial position or results of operations.
6
<PAGE>
Item 2 - Management's Discussion and Analysis of Financial Condition and Results
of Operations
Overview
Cytogen Corporation ("Cytogen" or "the Company" which includes the Company
and its subsidiaries) is an established biopharmaceutical company with two
principal lines of business, proteomics and oncology. The Company is extending
its expertise in antibodies and molecular recognition to the development of new
products and a proteomics-driven drug discovery platform. The Company has
established a pipeline of product candidates based upon its proprietary antibody
and prostate specific membrane antigen, or PSMA, technologies. Cytogen is also
developing a proprietary protein pathway database as a drug discovery and
development tool for the pharmaceutical and biotechnology industries.
Cytogen's cancer management franchise currently comprises three marketed
FDA-approved products: ProstaScint, used to image the extent and spread of
prostate cancer; OncoScint CR/OV, marketed as a diagnostic imaging agent for
colorectal and ovarian cancer; and Quadramet, marketed for the relief of cancer-
related bone pain. The Company is extending its cancer pipeline by exploiting
PSMA, which Cytogen exclusively licensed from Memorial Sloan-Kettering Cancer
Center. PSMA is a unique antigen highly expressed in prostate cancer cells and
in the neovasculature of a variety of other solid tumors, including breast, lung
and colon. The Company is developing its PSMA technology as part of its approach
to offering a full range of prostate cancer management products and services
throughout the progression of the disease, including gene-based immunotherapy
vaccines, antibody-delivered therapeutic compounds and novel assays for
detection of primary prostate cancer. Cytogen also plans to apply its PSMA
technology, including therapeutics and in vitro diagnostics, toward other types
of cancer based upon the Company's experience in prostate cancer. The Company's
in vivo immunotherapeutic development program is being conducted in
collaboration with Progenics Pharmaceuticals, Inc.
Proteomics is the study of the expression and interaction of proteins.
Genomics is the study and identification of an organism's genetic makeup. While
genomics provides important information regarding genetic makeup, it does not
directly provide information regarding protein functions or protein
interactions. However, genomics data can prove useful in proteomics research as
a source of obtaining complete protein sequences of ligands the Company has
identified. Public availability allows for effective integration in the
Company's database of public and proprietary information. The Company recognized
in its past research that the key to understanding or developing the means to
intervene in diseases was primarily based on understanding protein interactions
rather than only through the use or study of genomics. The Company undertook
this approach on its own initiative and with its own funds. Cytogen's proteomics
program, under development by its subsidiary, AxCell Biosciences Corporation, is
focused on the identification of protein interaction and signaling pathways
within cells as relating to disease processes.
The Company utilizes its proprietary proteomics technology to map selective
protein-protein interactions and to develop a database, called the Inter-
Functional Proteomic Database, or IFP Database, which includes data relating to
7
<PAGE>
Item 2 - Management's Discussion and Analysis of Financial Condition and Results
of Operations (Cont'd)
protein signaling pathways linked to a variety of other bioinformatic data. The
IFP Database is designed to permit customers to integrate existing databases,
both public and proprietary, with the Company's proprietary data to create a
"virtual laboratory" on the computer desktop of researchers involved in drug
discovery. The Company believes this database has significant potential
commercial value to the pharmaceutical and biotechnology industries as a means
of expediting drug target identification, validation, screen development and
lead compound optimization faster and cheaper than with current methodologies.
These proprietary technologies are designed to provide a platform from which the
Company can quickly and cost-effectively determine protein-protein interactions
and build pathways of intracellular signaling data. The Company's IFP Database
also offers a consolidated platform to enable statistical and mathematical
modeling of complex protein pathways.
Results of Operations
Three Months Ended March 31, 2000 and 1999
Revenues. Total revenues for the first quarter of 2000 were $2.4 million
compared to $2.3 million for the same period in 1999. The increase from the
prior year period is due to higher royalties from Quadramet, partially offset by
lower contract revenues as a result of the discontinuance of contract
manufacturing services in 2000. Product related revenues, which included product
sales and royalties, accounted for 98% of total revenues in 2000, versus 84%
from the comparable period of 1999. License and contract revenues accounted for
the remainder of revenues.
Product related revenues for the first quarter of 2000 were $2.4 million
compared to $2.0 million for the same period in 1999. ProstaScint accounted for
72% and 81% of product related revenues in the first quarters of 2000 and 1999,
respectively while Quadramet royalties accounted for 21% and 10% of revenues,
respectively, for the first quarters in 2000 and 1999. Sales of ProstaScint were
$1.7 million in 2000, $100,000 higher than the $1.6 million recorded in 1999.
The Company is transitioning sales of ProstaScint from C.R. Bard, Inc. ("Bard")
to Cytogen's in-house sales force. The transition will be completed by mid-year
2000. The Company can not give any assurance as to the impact on sales by
assuming the sole responsibility for marketing and sales of ProstaScint.
Quadramet royalties for the first quarter of 2000 increased to $498,000
from the $199,000 recorded in the same period of 1999. Quadramet was re-launched
by Berlex in March 1999. Although Cytogen believes that Berlex is an
advantageous marketing partner, there can be no assurance that Quadramet will
achieve market acceptance on a timely basis or result in significant revenues
for Cytogen.
Sales of OncoScint CR/OV for the first quarter of 2000 were $177,000,
$13,000 higher than the $164,000 recorded in the same period of 1999. The
Company is experiencing competition in the colorectal market.
8
<PAGE>
Item 2 - Management's Discussion and Analysis of Financial Condition and Results
of Operations (Cont'd)
License and contract revenues for the first quarter of 2000 were $58,000
compared to $369,000 for the same period of 1999. The decrease from prior year
period is due to the discontinuance of contract manufacturing services in 2000
as a result of the sale of the manufacturing facility in 1999. The Company
recorded $289,000 of contract manufacturing revenues in the first quarter of
1999.
Operating Expenses. Total operating expenses for the first quarter of 2000
were $4.5 million compared to $4.0 million recorded in the same quarter of 1999.
The increase from the prior year period is due to: the increased spending on the
proteomics research program at AxCell Biosciences Corporation; costs incurred
for the transfer of manufacturing operations to a third party; and the expansion
of Cytogen's in-house sales force to assume sole responsibility of marketing and
sales of ProstaScint. The spending increase is partially offset by the lower
cost of product and manufacturing revenues.
Cost of product and contract manufacturing revenues for the first quarter
of 2000 were $930,000 compared to $1.1 million recorded in the same period of
the prior year. The decrease from the prior year period is due to the
termination of contract manufacturing activities in 2000.
Research and development expenses for the first quarter of 2000 were $1.5
million compared to $1.1 million recorded in the same period of 1999. The
increase from the prior year period is due to increased funding for the
proteomics program at AxCell and costs associated with the transfer of
manufacturing technology to a third party in connection with the outsourcing of
the manufacturing of Cytogen's products. The Company anticipates that funding
for AxCell will continue to increase over the balance of the year and costs to
transfer manufacturing technology will continue at their current level.
Selling and marketing expenses were $1.1 million for the first quarter of
2000 compared to $946,000 in the same period of 1999. The current year expenses
reflect the Company's efforts to expand its in-house sales force and assume sole
responsibility for the selling and marketing of ProstaScint from its
co-marketing partner, Bard, by mid-year 2000.
General and administrative expenses for the first quarter ended March 31,
2000 were $947,000 compared to $911,000 for the comparable period in 1999. The
increase from the prior year period is due to additional staffing and related
costs.
Gain on sale of laboratory and manufacturing facilities. The Company
recorded a gain of $3.3 million in the first quarter of 1999 from a sale of the
Company's laboratory and manufacturing facilities.
Interest Income/Expense. Interest income for the first quarter of 2000 was
$168,000 compared to $95,000 recorded in the same period of 1999. The increase
from the prior year period is due to higher average cash balances for the 2000
respective period.
9
<PAGE>
Item 2 - Management's Discussion and Analysis of Financial Condition and Results
of Operations (Cont'd)
Interest expense for the first quarter of 2000 was $57,000 compared to
$42,000 recorded in the same period of 1999. The increase from the prior year
period is due to interest expenses associated with various equipment leases.
Net Income/Loss. Net loss for the first quarter of 2000 was $2.0 million
compared to a net income of $1.7 million recorded in the same period of 1999.
The 1999 net income resulted from a $3.3 million gain from the sale of the
manufacturing and laboratory facilities. The 2000 net loss per share was $0.03
based on average common shares outstanding of 71.6 million compared to the first
quarter 1999 income per share of $0.03 based on average common shares
outstanding of 64.2 million for basic and 64.5 million for diluted.
Liquidity and Capital Resources
The Company's cash, cash equivalents and short-term investments were $12.2
million as of March 31, 2000, compared to $12.4 million as of December 31, 1999.
The cash used for operating activities for the first quarter of 2000 was $3.8
million versus $4.7 million in the same period of 1999. The decrease from the
prior year period is due to the 1999 final payment of $1.0 million to The Dupont
Pharmaceuticals Company ("Dupont") for the Quadramet manufacturing commitment,
and payments of various 1998 restructuring costs including severances.
Historically, the Company's primary sources of cash have been proceeds from
the issuance and sale of its stock through public offerings and private
placements, product related revenues, revenues from contract manufacturing and
research services, fees paid under license agreements and interest earned on
cash and short term investments. In February 2000, the Company received $1.0
million from Berlex for the exercise of a warrant to purchase 1,000,000 shares
of Cytogen common stock at $1.002 per share. Also in the first quarter 2000, the
Company sold approximately 1.2 million shares of Cytogen common stock for total
proceeds of $2.5 million at an average price of $2.12 per share upon the
exercises of employee stock options and other warrants.
The Company expects to significantly increase the funding of AxCell for the
proteomics program in 2000. The operating requirement for AxCell will be funded
by Cytogen's existing cash balance. The capital requirement for AxCell may be
funded by a $1.4 million line-of-credit agreement entered into in February 2000
between the Company and Finova Capital Corporation ("Finova Facility"). Through
November 2000, the Company may draw on the Finova Facility to finance the
acquisition of computers and equipment. Borrowings under the Finova Facility
will have a fixed term of 42 months at an interest rate equal to 8.65% plus the
Index Rate and will be collateralized by the newly purchased equipment.
The Company's capital and operating requirements may change depending upon
various factors, including: (i) whether the Company and its strategic partners
achieve success in manufacturing, marketing and commercialization of its
products; (ii) the amount of resources which the Company devotes to clinical
10
<PAGE>
Item 2 - Management's Discussion and Analysis of Financial Condition and Results
of Operations (Cont'd)
evaluations and the expansion of marketing and sales capabilities; (iii) results
of clinical trials and research and development activities; and (iv) competitive
and technological developments, in particular the Company may expend funds for
development of its proteomics and PSMA technologies.
The Company's financial objectives are to meet its capital and operating
requirements through revenues from existing products, license and research
contracts, and control of spending. To achieve its strategic objectives, the
Company may enter into research and development partnerships and acquire,
in-license and develop other technologies, products or services. Certain of
these strategies may require payments by the Company in either cash or stock in
addition to the costs associated with developing and marketing a product or
technology. The Company currently has no commitments or specific plans for
acquisitions or strategic alliances. However, the Company believes that, if
successful, such strategies may increase long-term revenues. There can be no
assurance as to the success of such strategies or that resulting funds will be
sufficient to meet cash requirements until product revenues are sufficient to
cover operating expenses. To fund these strategic and operating activities, the
Company may sell equity and debt securities as market conditions permit or enter
into credit facilities.
The Company has incurred negative cash flows from operations since its
inception, and has expended, and expects to continue to expend in the future,
substantial funds to implement its planned product development efforts,
including acquisition of products and complementary technologies, research and
development, clinical studies and regulatory activities, and to further its
marketing and sales programs. The Company expects that its existing capital
resources as of March 31, 2000, will be adequate to fund the Company's
operations at least through the year 2002. No assurance can be given that the
Company will not consume a significant amount of its available resources before
that time. In addition, the Company expects that it will have additional
requirements for debt or equity capital, irrespective of whether and when it
reaches profitability, for further development of products, product and
technology acquisition costs, and working capital.
The Company's future capital requirements and the adequacy of available
funds will depend on numerous factors, including the successful
commercialization of its products, the costs associated with the acquisition of
complementary products and technologies, progress in its product development
efforts, the magnitude and scope of such efforts, progress with clinical trials,
progress with regulatory affairs activities, the cost of filing, prosecuting,
defending and enforcing patent claims and other intellectual property rights,
competing technological and market developments, and the expansion of strategic
alliances for the sales, marketing, manufacturing and distribution of its
products. To the extent that the currently available funds and revenues are
insufficient to meet current or planned operating requirements, the Company will
be required to obtain additional funds through equity or debt financing,
strategic alliances with corporate partners and others, or through other
sources. Based on the Company's historical ability to raise capital and current
market conditions, the Company believes other financing alternatives are
available. There can be no assurance that the financing commitments described
above or other financial alternatives will be available when needed or at terms
commercially acceptable to the Company or that the Company would have adequate
11
<PAGE>
Item 2 - Management's Discussion and Analysis of Financial Condition and Results
of Operations (Cont'd)
authorized unissued shares available for issuance without stockholder approval.
If adequate funds are not available, the Company may be required to delay,
further scale back or eliminate certain aspects of its operations or attempt to
obtain funds through arrangements with collaborative partners or others that may
require the Company to relinquish rights to certain of its technologies, product
candidates, products or potential markets. If adequate funds are not available,
the Company's business, financial condition and results of operations will be
materially and adversely affected.
=============================
Cautionary Statement
The foregoing discussion contains historical information as well as
forward looking statements that involve a number of risks and uncertainties. In
addition to the risks discussed above, among other factors that could cause
actual results to differ materially from expected results are the following: (i)
the Company's ability to access the capital markets in the near term and in the
future for continued funding of existing projects and for the pursuit of new
projects; (ii) the ability to attract and retain personnel needed for business
operations and strategic plans; (iii) the timing and results of clinical
studies, and regulatory approvals; (iv) market acceptance of the Company's
products, including programs designed to facilitate use of the products, such as
the PIE Program; (v) demonstration over time of the efficacy and safety of the
Company's products; (vi) the degree of competition from existing or new
products; (vii) the decision by the majority of public and private insurance
carriers on whether to reimburse patients for the Company's products; (viii) the
profitability of its products; (ix) the ability to attract, and the ultimate
success of, strategic partnering arrangements, collaborations, and acquisition
candidates; (x) the ability of the Company and its partners to identify new
products as a result of those collaborations that are capable of achieving FDA
approval, that are cost-effective alternatives to existing products and that are
ultimately accepted by the key users of the product; (xi) the success of the
Company's marketing partners in obtaining marketing approvals in Canada and in
European countries, in achieving milestones and achieving sales of products
resulting in royalties; and (xii) the ability to protect and practice the
Company's intellectual property, including patents and know-how.
12
<PAGE>
PART II - OTHER INFORMATION
Item 2 - Changes in Securities and Use of Proceeds
The following information relates to all securities of the Company sold
by the Company within the past quarter which were not registered under the
securities laws at the time of sale:
1. On February 18, 2000, the Company sold to an officer of the Company
50,000 shares of common stock upon the exercise of employee stock
options.
The Company did not employ an underwriter in connection with the issuance
of the securities described above. The Company believes that the issuance of the
foregoing securities was exempt from registration under either (i) Section 4(2)
of the Securities Act of 1933, as amended (the "Act"), as transactions not
involving any public offering and such securities having been acquired for
investment and not with a view to distribution, or (ii) Rule 701 under the Act
as transactions made pursuant to a written compensatory benefit plan or pursuant
to a written contract relating to compensation. The recipient had adequate
access to information about the Company.
Item 6(a) - Exhibits
- ---------
27 Financial Data Schedule (Submitted to SEC only in electronic format).
13
<PAGE>
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 May 15, 2000 By /s/ Jane M. Maida
-------------------- ------------------------
Jane M. Maida
Chief Accounting Officer
(Authorized Accounting Officer)
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED BALANCE SHEETS AS OF MARCH 31, 2000 AND THE CONSOLIDATED STATEMENTS
OF OPERATIONS FOR THE THREE-MONTH PERIOD ENDED MARCH 31, 2000 AND IS QUALIFIED
IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-2000
<PERIOD-START> JAN-01-2000
<PERIOD-END> MAR-31-2000
<CASH> 12,187,000
<SECURITIES> 0
<RECEIVABLES> 2,488,000
<ALLOWANCES> (81,000)
<INVENTORY> 536,000
<CURRENT-ASSETS> 952,000
<PP&E> 7,726,000
<DEPRECIATION> (5,884,000)
<TOTAL-ASSETS> 18,804,000
<CURRENT-LIABILITIES> 4,139,000
<BONDS> 0
0
0
<COMMON> 727,000
<OTHER-SE> 11,523,000
<TOTAL-LIABILITY-AND-EQUITY> 18,804,000
<SALES> 1,872,000
<TOTAL-REVENUES> 2,428,000
<CGS> 930,000
<TOTAL-COSTS> 2,060,000
<OTHER-EXPENSES> 2,440,000
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 57,000
<INCOME-PRETAX> (1,961,000)
<INCOME-TAX> 0
<INCOME-CONTINUING> (1,961,000)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (1,961,000)
<EPS-BASIC> (0.03)
<EPS-DILUTED> (0.03)
</TABLE>
