SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES ACT OF 1934
Date of report (Date of earliest event reported): June 4, 2002
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CYTOGEN CORPORATION
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(Exact Name of Registrant as Specified in Charter)
Delaware 000-14879 222322400
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(State or Other Jurisdiction (Commission File Number) (IRS Employer
of Incorporation) Identification No.)
600 College Road East, CN 5308, Princeton, NJ 08540
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(Address of Principal Executive Offices) (Zip Code)
(609) 750-8200
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(Registrant's telephone number,
including area code)
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(Former Name or Former Address, if Changed Since Last Report)
Item 5. Other Events.
On June 4, 2002, Cytogen Corporation (the "Company") announced that it
had issued and sold 4,166,700 shares (the "Shares") of its common stock, $0.01
par value per share, to the State of Wisconsin Investment Board ("SWIB"), the
Company's largest current shareholder, at a price of $1.20 per share. The Shares
were registered under the Company's existing Registration Statement on Form S-3
(File No. 333-72226) (the "Registration Statement"), which permits the Company
to issue up to an aggregate of 10,000,000 shares of common stock and was
declared effective by the Securities and Exchange Commission (the "Commission")
on November 5, 2001. On June 4, 2002, the Company filed a second prospectus
supplement to the prospectus dated as of October 25, 2001 with the Commission
relating to such issuance and sale of Shares to SWIB. The Company previously
issued 2,970,665 registered shares of common stock to SWIB on January 22, 2002
under the Registration Statement.
A copy of the Company's press release announcing the issuance and sale
of the Shares to SWIB is attached hereto as Exhibit 99.1 and is incorporated
herein by reference. The foregoing description of such press release is
qualified in its entirety by reference to such document.
Item 7. Financial Statements, Pro Forma Financial Information and
Exhibits.
(c) Exhibits.
Exhibit No. Description
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99.1 Press Release, dated June 4, 2002, issued by
the Company
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
Cytogen Corporation
By: /s/ Lawrence R. Hoffman
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Lawrence R. Hoffman,
Chief Financial Officer
Date: June 4, 2002