UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K/A
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): December 13, 2005
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CYTOGEN CORPORATION
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(Exact Name of Registrant as Specified in Charter)
Delaware 000-14879 22-2322400
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(State or Other Jurisdiction (Commission File Number) (I.R.S. Employer
of Incorporation) Identification No.)
650 College Road East, CN 5308, Suite 3100, Princeton, NJ 08540
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (609) 750-8200
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(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
|_| Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
In connection with the execution by Cytogen Corporation, a Delaware
corporation (the "Company"), of a Securities Purchase Agreement with certain
institutional investors for the sale of 3,729,556 shares of its common stock and
932,389 warrants to purchase shares of its common stock at a unit price of $3.56
per unit, through a registered direct offering, the Company executed an
Engagement Agreement with Rodman & Renshaw, LLC. The Company is amending its
Current Report on Form 8-K filed on December 14, 2005 in order to file such
Engagement Agreement.
(d) Exhibits.
Exhibit No. Description
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1.1 Engagement Agreement dated December 13, 2005 between
Cytogen Corporation and Rodman & Renshaw, LLC.
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/ Michael D. Becker
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Michael D. Becker
President and Chief Executive Officer
Dated: December 14, 2005
EXHIBIT INDEX
Exhibit No. Description
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1.1 Engagement Agreement dated December 13, 2005 between
Cytogen Corporation and Rodman & Renshaw, LLC.