CYTOGEN CORP
8-K, 2000-10-12
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): October 9, 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 October 9,  2000,  Cytogen  Corporation,  a Delaware  corporation  (the
"Company")  entered into an Equity Financing Facility (the "Facility") under the
terms  of a  Common  Stock  Purchase  Agreement  (the  "Agreement")  with  Acqua
Wellington North American  Equities Fund, Ltd. ("Acqua  Wellington").  Under the
terms of the Agreement, the Company may, at its sole discretion and from time to
time  over  the  next 20  months,  sell  shares  of its  Common  Stock  to Acqua
Wellington at a small discount to market price, as determined prior to each such
sale.  The  Facility  is not subject to any minimum  takedown  requirements  and
provides for the sale of up to $70 million in registered shares of the Company's
Common  Stock.  A complete  copy of the  Agreement and related press release are
filed herewith as Exhibit 10.1 and Exhibit 99.1, respectively.



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

         (a)   Exhibits.
               --------

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

                  10.1              Common Stock Purchase Agreement
                  99.1              Press Release dated October 10, 2000



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


Dated:  October 12, 2000


<PAGE>


                                  EXHIBIT INDEX


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

                  10.1              Common Stock Purchase Agreement
                  99.1              Press Release dated October 10, 2000





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