<PAGE>
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): JULY 7, 2000
ADVANCED MAGNETICS, INC.
(Exact Name of Registrant as Specified in Charter)
DELAWARE 0-14732 04-2742593
(State or Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation) File Number) Identification No.)
61 Mooney Street
Cambridge, MA 02138
(Address of Principal (Zip Code)
Executive Offices)
Registrant's telephone number, including area code: (617) 497-2070
<PAGE>
ITEM 5. OTHER EVENTS.
On July 7, 2000, Advanced Magnetics, Inc. entered into an Agreement and
Plan of Merger with Cytogen Acquisition Corp., a Delaware corporation and
wholly-owned subsidiary of Cytogen Corporation, and Cytogen Corporation, a
Delaware corporation. The information contained in the joint press release of
Advanced Magnetics and Cytogen, dated July 10, 2000, attached as EXHIBIT 99.1 is
incorporated herein by this reference.
Under the terms of the merger agreement, and subject to the conditions
set forth therein (including approval by the stockholders of Advanced
Magnetics), Cytogen Acquisition will be merged with and into Advanced Magnetics.
At the effective time of the merger, the separate existence of Cytogen
Acquisition will cease to exist and Advanced Magnetics will continue as the
surviving corporation and as a wholly-owned subsidiary of Cytogen. In exchange
for their shares of common stock, par value $.01 per share, the stockholders of
Advanced Magnetics will receive shares of common stock, par value $.01 per
share, of Cytogen. The number of shares of Cytogen common stock exchanged for
each share of Advanced Magnetics common stock will be equal to $8.75 divided by
the average closing price of Cytogen common stock for the 20 trading days ending
three days prior to the closing of the merger. The number of shares of Cytogen
common stock exchanged per share of Advanced Magnetics common stock will not,
however, be less than 0.7566 shares or more than 1.0237 shares. In addition,
Cytogen will assume all outstanding options to purchase Advanced Magnetics
common stock and will assume all purchase rights outstanding under Advanced
Magnetics' employee stock purchase plan.
The merger agreement contains customary representations and warranties
on the part of both parties and the consummation of the merger is subject to
customary closing conditions.
If the merger is consummated, Advanced Magnetics common stock will be
deregistered under the Securities Exchange Act of 1934, as amended, and delisted
from the American Stock Exchange.
In connection with the merger, certain stockholders holding
approximately 20% of Advanced Magnetics' voting power entered into voting
agreements pursuant to which such stockholders have agreed to vote their shares
in favor of, among other things, the adoption of the merger agreement and the
approval of the merger.
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: failure of the stockholders of Advanced Magnetics to
adopt the agreement providing for Cytogen's acquisition of Advanced Magnetics,
the risk that the businesses of Cytogen and Advanced Magnetics will not be
integrated successfully, failure to gain FDA approval for the marketing of
Combidex and other risks identified in Advanced Magnetics' Securities and
Exchange Commission filings.
ITEM 7. EXHIBITS.
(a) EXHIBITS.
EXHIBIT NO. DESCRIPTION
99.1 Press Release of Advanced Magnetics, Inc. and
Cytogen Corporation dated July 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.
ADVANCED MAGNETICS, INC.
By: /s/ Jerome Goldstein
--------------------------------------
Jerome Goldstein
Chairman of the Board of Directors,
Chief Executive Officer and Treasurer
Dated: July 10, 2000
<PAGE>
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
99.1 Press Release of Advanced Magnetics, Inc. and Cytogen Corporation
dated July 10,
2000.
