SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported): August 25, 2000
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CYTOGEN CORPORATION
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(Exact Name of Registrant as Specified in Charter)
Delaware 000-14879 22-2322400
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(State or Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation) File Number) Identification No.)
600 College Road East, CN5308
Princeton, NJ 08540-5308
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(Address of Principal (Zip Code)
Executive Offices)
Registrant's telephone number, including area code: (609) 750-8200
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(Former name or former address, if changed since last report.)
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ITEM 5. OTHER EVENTS.
On August 25, 2000, Cytogen Corporation ("Cytogen"), a Delaware
corporation, Cytogen Acquisition Corp., a Delaware corporation and a wholly
owned subsidiary of Cytogen, and Advanced Magnetics, Inc. ("Advanced
Magnetics"), a Delaware corporation, terminated their Agreement and Plan of
Merger (the "Merger Agreement") dated as of July 7, 2000. In addition, voting
agreements by and between certain stockholders of Cytogen and Advanced
Magnetics, pursuant to which such stockholders agreed to vote their shares in
favor of, among other things, the adoption of the Merger Agreement and the
approval of the merger, terminated simultaneously therewith. Also on August 25,
2000, Cytogen and Advanced Magnetics entered into product marketing and supply
agreements that cover products in Advanced Magnetics' pipeline. In connection
with such agreements, Advanced Magnetics received 1,500,000 shares of common
stock of Cytogen (300,000 of which are freely tradeable and the remainder of
which will become freely tradeable in increments of 300,000 on the 25th of each
of the four months beginning September 25, 2000) and an additional 500,000
shares of common stock of Cytogen have been placed in escrow to be released upon
satisfaction of certain milestones. The press release announcing the termination
of the Merger Agreement is attached hereto as Exhibit 99.1 and is incorporated
herein by reference.
Statements contained in this Report on Form 8-K that are not historical
facts may constitute "forward-looking statements" within the meaning of the
Private Securities Litigation Reform Act of 1995. These statements are based on
management's current expectations and are subject to uncertainty and changes in
circumstances. Actual results may vary materially from the expectation contained
in the forward-looking statements. The following factors, among others, could
cause actual results to differ materially from those described in the
forward-looking statements: uncertainties as to FDA approval of Combidex(R) and
Code 7228 for marketing, and other risks identified in Cytogen's Securities and
Exchange Commission filings.
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ITEM 7. EXHIBITS.
(c) Exhibits.
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Exhibit No. Description
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99.1 Press Release of Cytogen Corporation, dated August
28, 2000.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this current report on Form 8-K to be signed on its
behalf by the undersigned hereunto duly authorized.
CYTOGEN CORPORATION
By: /s/ H. Joseph Reiser
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H. Joseph Reiser, Ph.D.
President and Chief Executive Officer
Dated: September 1, 2000
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EXHIBIT INDEX
Exhibit No. Description
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99.1 Press Release of Cytogen Corporation, dated August 28, 2000.
