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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
ADVANCED MAGNETICS, INC.
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(Exact Name of Registrant as Specified in Charter)
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<S> <C> <C>
Delaware 0-14732 04-2742593
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(State or Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation) File Number) Identification No.)
61 Mooney Street
Cambridge, MA 02138
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(Address of Principal (Zip Code)
Executive Offices)
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Registrant's telephone number, including area code: (617) 497-2070
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ITEM 5. OTHER EVENTS.
On August 25, 2000, Advanced Magnetics, Inc., Cytogen Acquisition
Corp., a Delaware corporation and wholly-owned subsidiary of Cytogen
Corporation, and Cytogen Corporation ("Cytogen") a Delaware corporation, agreed
to terminate their Agreement and Plan of Merger, dated as of July 7, 2000 (the
"Merger Agreement"), by mutual consent. In addition, voting agreements by and
between certain stockholders of Advanced Magnetics and Cytogen, 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. Also on August 25, 2000, Advanced Magnetics, Inc. and
Cytogen 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 next four months) 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.
ITEM 7. EXHIBITS.
(a) EXHIBITS.
EXHIBIT NO. DESCRIPTION
99.1 Press Release of Advanced Magnetics, Inc.
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.
ADVANCED MAGNETICS, INC.
By: /s/ Jerome Goldstein
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Jerome Goldstein
Chairman of the Board of Directors,
Chief Executive Officer and Treasurer
Dated: August 28, 2000
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
99.1 Press Release of Advanced Magnetics, Inc.
dated August 28, 2000.
