SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------
FORM 11-K
ANNUAL REPORT
PURSUANT TO SECTION 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934
(Mark One)
[ X ] ANNUAL REPORT PURSUANT TO SECTION 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [FEE REQUIRED]
For the fiscal year ended December 31, 2000
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from ____________ to ____________
Commission File Number 000-14879
A. Full title of the plan and the address of the plan, if
different from that of the issuer named below:
CYTOGEN RETIREMENT SAVINGS PLAN
B. Name of issuer of the securities held pursuant to the plan
and the address of its principal executive office:
CYTOGEN CORPORATION
600 COLLEGE ROAD EAST CN-5308
PRINCETON, NJ 08540-5308
(609)750-8200
CYTOGEN RETIREMENT SAVINGS PLAN
INDEX TO FINANCIAL STATEMENT AND SCHEDULES
DECEMBER 31, 2000
Page No.
--------
Required Information....................................................2
Report of Independent Public Accountants................................3
Financial Statements:
Statements of net assets available for Plan benefits
As of December 31, 2000 and 1999..................................4
Statement of changes in net assets available for Plan benefits
For the year ended December 31, 2000..............................5
Notes to financial statements
As of December 31, 2000..............................................6
Supplemental Schedules:
Schedule H, Part IV, Item i - Schedule of assets
held for investment purposes
As of December 31, 2000..........................................11
Schedule H, Part IV, Item j - Schedule of non-exempt transactions
As of December 31, 2000..........................................12
Schedule 27(b)-Schedule of loans or fixed income obligations
As of December 31, 2000..........................................13
Signature..............................................................14
Exhibit 23 - Consent of Independent Accountants........................15
1
REQUIRED INFORMATION
1. Financial Statements and Schedules of the Cytogen Retirement Savings Plan
prepared in accordance with the financial reporting requirements of the
Employee Retirement Income Security Act of 1974, as amended.
Exhibit 23. Consent of Arthur Andersen, Independent Accountants
2
Report of independent public accountants
To the Plan Administrator of
Cytogen Retirement Savings Plan:
We have audited the accompanying statements of net assets available for benefits
of Cytogen Retirement Savings Plan ("the Plan") as of December 31, 2000 and
1999, and the related statement of changes in net assets available for benefits,
and supplemental schedules, for the year ended December 31, 2000. These
financial statements and supplemental schedules are the responsibility of the
Plan's management. Our responsibility is to express an opinion on these
financial statements based on our audits.
We conducted our audits in accordance with auditing standards generally accepted
in the United States. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for benefits of the Plan as of
December 31, 2000 and 1999, and the changes in its net assets available for
benefits, and supplemental schedules, for the year ended December 31, 2000, in
conformity with accounting principles generally accepted in the United States.
/s/ Arthur Andersen, LLP
-------------------------
Philadelphia, Pennsylvania
July 23, 2001
3
Cytogen Retirement Savings Plan
Statements of net assets available for Plan benefits
As of December 31, 2000 and 1999
2000 1999
------------ ------------
Assets:
Investments $ 7,486,678 $ 8,894,047
Participant's contribution receivable 14,553 79,834
Employer contribution receivable 55,909 3,730
Loans receivable - 231
----------- -----------
Net assets available for plan benefits $ 7,557,140 $ 8,977,842
=========== ===========
The accompanying notes are an integral part of these financial statements.
4
Cytogen Retirement Savings Plan
Statement of changes in net assets available for Plan benefits
For the year ended December 31, 2000
Net assets available for Plan benefits, beginning of year $ 8,977,842
Additions:
Investment income-
Interest and dividends 631,294
Interest income from loans 2,117
-------------
633,411
-------------
Contributions-
Participant 310,314
Employer 112,496
Rollovers 21,568
-------------
444,378
-------------
Total additions 1,077,789
-------------
Deductions:
Net depreciation in fair value of investments (1,033,631)
Benefits paid to participants (1,464,860)
-------------
Total deductions (2,498,491)
-------------
Net decrease (1,420,702)
-------------
Net assets available for Plan benefits, end of year $ 7,557,140
=============
The accompanying notes are an integral part of this financial statement.
5
Cytogen Retirement Savings Plan
Notes to financial statements
As of December 31, 2000
1. Description of the plan:
Organization
The Cytogen Retirement Savings Plan (the Plan) is a defined
contribution plan for the employees of Cytogen Corporation (the
Employer or Company) that was established on December 15, 1986. The
Plan is governed by the provisions of the Employee Retirement Income
Security Act of 1974 (ERISA), as amended, and is intended to comply
with Sections 401(a) and 401(k) of the Internal Revenue Code (IRC).
The following description of the Plan provides only general
information. Participants should refer to the Plan document for a more
complete description of the Plan's provisions.
Effective September 1, 1999, Massachusetts Financial Services Company
replaced Prudential Mutual Fund Service, Inc. as the Plan's
Recordkeeper and Investment Manager.
Eligibility
Each employee shall become eligible to participate within the Plan as
of the date when the employee attains the age of 21 years and has
completed one month of service.
Administration
The Employer designates a person or persons to serve as administrator
under the Plan, who shall perform all such duties as are necessary to
operate, administer, and manage the Plan. The expenses necessary to
administer the Plan shall be borne by the Employer, including
necessary professional assistance.
Contributions
Each active participant may enter into a written salary deferral
agreement with the Employer in which the employee may elect to defer
an amount from 1 percent to 15 percent of his or her compensation and
the Employer shall make a matching contribution in an amount equal to
50 percent of the employee contribution, not to exceed limitations set
forth by the Plan. The Employer may also make an annual Employer
discretionary contribution under the Plan in an amount that the
Employer's Board of Directors shall determine by resolution. The
allocation of this discretionary contribution shall be made in the
proportion that the compensation paid to each participant during the
Plan year bears to the compensation paid to all such participants,
subject to limitation set forth by the Plan.
The Plan also permits the rollover of cash transferred from other
employee benefit plans which are qualified under the IRC. Rollovers of
cash are included as part of asset additions in the statement of
changes in net assets available for benefits. For the year ended
December 31, 2000, rollovers of cash amounted to $21,568.
6
Vesting and forfeitures
A participant's interest in the Employer matching contribution is 100
percent vested upon the contribution. A participant's interest in the
Employer's discretionary contributions vests over four years of
service, at which time it becomes 100 percent vested. Vesting credit
shall be given for each year of service, except plan years during
which a participant did not complete at least 1,000 hours of service.
If a participant terminates employment and is not 100 percent vested,
the nonvested portion of the participant's account shall be placed in
a separate account and will become a forfeiture upon the date such
terminated participant incurs a one-year break in service. These
forfeitures shall be used by the Employer to reduce the Employer's
contribution.
Distributions/Benefits
A participant who attains the normal retirement age shall have a
vesting percentage of 100 percent. If a participant retires from the
active service of the Employer on the normal retirement date, then he
or she shall receive a distribution of the entire value of their
participant account. A participant who retires from the service of the
Employer on account of disability shall have a vesting percentage of
100 percent and shall receive a distribution of the entire value of
their participant account.
Participant loans
All participants in the Plan may obtain a loan secured by the
participant's account balance. The amount of all outstanding loans to
a participant may not exceed 50 percent of the participant's vested
account balance. The loans are made at a rate equivalent to rates
charged by a professional lender in a similar circumstance. Loans are
repaid in no more than five years, except if the loan is for the
purchase of the participant's primary residence, in which case the
repayment period may exceed five years.
Investment options
Prudential Mutual Fund Services, Inc. was the Plan's investment
manager from January 1, 1999 through August 31, 1999. The Plan's
investment options under the management of Prudential Mutual Fund
Services, Inc. were as following:
Fund Objective
----------------------------------- ----------------------------------------
Money Market Funds Invests in a broad range of money market
instruments. Includes Government
Securities Trust, Special and Privileged
Funds.
Prudential Equity Fund A Invests in stocks, bonds and money
Prudential Equity Fund B market investments.
Fidelity Equity Income Fund T
Prudential Balanced Fund A
Prudential Balanced Fund B
Fidelity Growth Opportunity Fund T
Prudential Government Income Fund A Invests in a broad range of fixed income
Prudential Government Income Fund B securities.
Putnam Voyager Fund A Invests in stocks and money market
Putnam International Growth Fund A instruments.
AIM Constellation Fund A
Prudential Jennison Growth Fund Invests in growth stocks.
7
Effective as of September 1, 1999, Massachusetts Financial Services
Company (the Trustee) was the Plan's investment manager. The Plan's
investment options under the management of Massachusetts Financial
Services Company include the following:
Fund Objective
------------------------------------- --------------------------------------
MFS Emerging Growth Fund Invests in emerging growth companies,
foreign and emerging market
securities, and derivative securities.
MFS Money Market Fund Invests in a broad range of money
market instruments.
Massachusetts Investor Trust Invests in stocks, foreign and
emerging market securities, and
derivative securities.
Massachusetts Investor Growth Stock Fund Invests in long-term growth companies,
foreign and emerging market
securities, and derivative securities.
MFS Research Fund Invests in a broad range of stocks.
MFS Total Return Fund Invests in fixed-income securities,
stocks, and derivative securities.
MFS High Income Fund Invests in high yield corporate bonds,
high yield securities, and foreign and
emerging market securities.
MFS Capital Opportunities Fund Invests in moderate growth companies,
foreign and emerging market
securities, and derivative securities.
MFS Government Securities Fund Invests in fixed-income government
securities and derivatives securities.
MFS Global Equity Fund Invests in common stocks and
equivalents, foreign and emerging
market securities, and derivative
securities.
MFS Fixed Fund Invests in stable-value investment
contracts.
Termination
As of a participant's termination of employment, they shall be
entitled to receive a distribution of their entire vested interest.
Such distribution shall be further subject to terms and conditions set
forth by the Plan.
2. Summary of significant accounting policies:
Basis of accounting
The Plan is subject to the provisions of the Employee Retirement
Income Security Act of 1974, as amended (ERISA). The accompanying
financial statements have been prepared on the accrual basis of
accounting, except for distributions that are accounted for on a cash
basis in accordance with the AICPA Audit and Accounting Guide entitled
"Audits of Employee Benefit Plans." Investments are stated at market
value.
8
Use of estimates
The preparation of financial statements in conformity with generally
accepted accounting principles in the United States requires
management to make estimates and assumptions that affect the financial
statements and the related disclosures during the reporting period.
Actual results could differ from those estimates.
New accounting pronouncements
The Accounting Standards Executive Committee issued Statement of
Position 99-3 Accounting for the Reporting of Certain Defined
Contribution Plan Investments and Other Disclosure Matters (SOP) which
eliminates the requirements for a defined contribution plan to
disclose participant-directed investment programs. The SOP was early
adopted for the 1999 financial statements.
Valuation of investments
Investments represent units in a series of funds managed by the
investment manager. The Plan's investment funds are stated at market
value, as determined based on market quotes of the underlying assets.
Plan expenses
All administrative costs associated with the operation of the Plan are
paid by the Employer in accordance with the terms of the Plan.
3. Investments:
The following table presents the current values of individual assets
that represent 5 percent or more of the Plan's net assets available
for benefits as of December 31, 2000 and 1999 as follows:
Description/Issuer of Investment 2000 1999
------------------------------------------- ----------- -----------
MFS Emerging Growth Fund $ 808,246 $ 1,112,779
Massachusetts Investor Trust 620,564 487,963
Massachusetts Investor Growth Stock Fund 2,260,178 2,864,003
MFS Research Fund 689,687 927,205
MFS Capital Opportunities Fund 897,482 1,091,311
MFS Government Securities Fund 965,414 1,142,123
MFS Global Equity Fund 398,032 554,073
MFS Fixed Fund 604,113 519,753
4. Tax status:
The trust established under the Plan is qualified under the IRC as
exempt from federal income taxes. The Plan has received a favorable
determination letter from the IRS but has not been updated for the
most recent plan amendment. However, the plan administrator and the
Plan's tax counsel believe that the Plan is currently designed and
being operated in compliance with the applicable requirements of the
IRC. Therefore, they believe that the Plan was qualified and the
related trust was tax-exempt as of the financial statement date.
9
5. Plan termination:
Although it has not expressed any intent to do so, the Company has the
right under the Plan to discontinue its contributions at anytime and
to terminate the Plan, subject to the provisions of ERISA. In the
event of termination, distributions shall be subject to the terms and
conditions set forth by the Plan.
6. Distributions/benefits paid to participants:
Distributions/benefits paid to participants are generally made on a
monthly basis for those requests processed in the previous month.
There were no distributions/benefits payable to the participants as of
December 31, 2000.
10
Cytogen Retirement Savings Plan
Schedule H, Part IV, Item i - Schedule of assets held
for investment purposes
As of December 31, 2000
Market
Description of investment value
--------------------------------------------------------- -----------
MFS Emerging Growth Fund $ 808,246
MFS Money Market Fund 40,431
Massachusetts Investor Trust 620,564
Massachusetts Investor Growth Stock Fund 2,260,178
MFS Research Fund 689,687
MFS Total Return Fund 164,373
MFS High Income Fund 37,746
MFS Capital Opportunities Fund 897,482
MFS Government Securities Fund 965,414
MFS Global Equity Fund 398,032
MFS Fixed Fund 604,113
*Participant Loans
(interest rates ranging from 6 percent to 9.5 percent) 412
-----------
Total $ 7,486,678
===========
* Represents a party-in-interest.
11
Cytogen Retirement Savings Plan
Schedule H, Part IV, Item j - Schedule of non-exempt transactions
As of December 31, 2000
Amount
Identity of party involved Description of transaction of loan
-------------------------- -------------------------------- -------
Cytogen Corporation Deemed interest-free loan to the $15,431
Company dated February 25, 2000,
maturity April 14, 2000
Cytogen Corporation Deferred interest-free loan to the $14,782
Company dated April 22, 2000,
maturity April 27, 2000
12
Cytogen Retirement Savings Plan
ITEM 27(b)-SCHEDULE OF LOANS OR FIXED INCOME OBLIGATIONS
AS OF DECEMBER 31, 2000
Original Amount Received During Unpaid
Identity and Address Amount the Reporting Year Balance at Description Amount Overdue
---------------------- --------------------
of Obligor of Loan Principal Interest End of year of Loan Principal Interest
-------------------- --------- --------- -------- ----------- ----------- --------- --------
James Aiken $3,000 $0 $0 $2,595 8.5% interest, $2,243 $ 352
1050 George St. Apt 19H Beginning February
New Brunswick, NJ 08901 23, 1998; 130 bi-
weekly payments
maturing March 12,
2003
Thomas Balla $8,880 $0 $0 $9,605 9.25% interest, $7,054 $2,551
14 Petunia Drive Beginning April 28,
North Brunswick, NJ 08902 1996; 260 bi-weekly
payments maturing
April 15, 2006
13
SIGNATURE
THE PLAN
Pursuant to the requirements of the Securities Exchange Act of 1934, the Plan
has duly caused this annual report to be signed on its behalf by the undersigned
hereunto duly authorized.
CYTOGEN RETIREMENT SAVINGS PLAN
By: Cytogen Corporation, Plan Administrator
Date: July 26, 2001 By: /s/ Catherine M. Verna
------------------------ ---------------------------------------
Catherine M. Verna
Vice President and General Counsel
14