CYTOGEN CORP
8-K, 2000-10-05
IN VITRO & IN VIVO DIAGNOSTIC SUBSTANCES
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                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                            -------------------------

                                    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): September 29, 2000
                                                        ------------------


                               CYTOGEN CORPORATION
                               -------------------
               (Exact Name of Registrant as Specified in Charter)


Delaware                            000-14879               222322400
----------------------------    ----------------        -------------------
(State or Other Jurisdiction    (Commission File          (I.R.S. Employer
of Incorporation)                    Number)            Identification No.)


600 College Road East, CN5308
Princeton, NJ                                                   08540
----------------------------                            -------------------
(Address of Principal                                        (Zip Code)
  Executive Offices)


       Registrant's telephone number, including area code: (609) 750-8200
                                                           --------------


<PAGE>


ITEM 5.  OTHER EVENTS.
----------------------


      On March 28,  2000,  Cytogen  Corporation,  a  Delaware  corporation  (the
"Company")   filed  a  registration   statement   (File  No.   333-33436)   (the
"Registration   Statement")  on  Form  S-3  with  the  Securities  and  Exchange
Commission (the "Commission") relating to the public offering,  pursuant to Rule
415 under the Securities Act of 1933, as amended  (the "Securities  Act"), of up
to an aggregate of 6,000,000  shares of common stock of the Company.  On June 9,
2000, the Company filed  Amendment No. 1 to the  Registration  Statement on Form
S-3/A with the Commission.  The Commission  declared the Registration  Statement
effective on June 14, 2000.

      On September 29, 2000,  the Company filed with the Commission a prospectus
as part of the  Registration  Statement  and  pursuant to Rule  424(b)(2) of the
Securities  Act,  relating  to the  issuance  and sale of 902,601  shares of the
Company's Common Stock, to Acqua  Wellington North American  Equities Fund, Ltd.
("Acqua Wellington") for an aggregate purchase price of $6.0 million.  Such sale
of  Common  Stock was made  pursuant  to the  terms of a Common  Stock  Purchase
Agreement,  dated  September 29, 2000, by and between  Cytogen  Corporation  and
Acqua Wellington, filed herewith as Exhibit 10.1.



ITEM 7.  FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
----------------------------------------------------------------------------

      (a)   Exhibits.

            Exhibit No.                      Description
            -----------                      -----------

              10.1                 Common Stock Purchase Agreement



<PAGE>


                                   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/ Catherine M. Verna
                                        --------------------------
                                        Catherine M. Verna, Esq.
                                        Vice President and General Counsel


Dated:  October 4, 2000



<PAGE>



                                  EXHIBIT INDEX


            Exhibit No.                      Description
            -----------                      -----------

              10.1                 Common Stock Purchase Agreement





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