-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, AadF1zGF9SvEmpBZUo3WnQXXsIRrjVCYjwgn5Zwk127SXJv4fqzDEdGrchpYkeo2 BcPgOb5OLsnYph/L3Raw9Q== 0000950136-98-000206.txt : 19980205 0000950136-98-000206.hdr.sgml : 19980205 ACCESSION NUMBER: 0000950136-98-000206 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19980204 SROS: NASD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CYTOGEN CORP CENTRAL INDEX KEY: 0000725058 STANDARD INDUSTRIAL CLASSIFICATION: IN VITRO & IN VIVO DIAGNOSTIC SUBSTANCES [2835] IRS NUMBER: 222322400 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-37931 FILM NUMBER: 98521866 BUSINESS ADDRESS: STREET 1: 600 COLLEGE RD EAST CN 5308 CITY: PRINCETON STATE: NJ ZIP: 08540 BUSINESS PHONE: 6099878200 MAIL ADDRESS: STREET 1: 600 COLLEGE RD EAST CN 5308 STREET 2: 600 COLLEGE RD EAST CN 5308 CITY: PRINCETON STATE: NJ ZIP: 08540 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ELAN CORP PLC CENTRAL INDEX KEY: 0000737572 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: LINCOLN HOUSE LINCOLN PLACE STREET 2: COUNTY WESTMEATH CITY: DUBLIN 2 IRELAND STATE: L2 BUSINESS PHONE: 3537094000 MAIL ADDRESS: STREET 1: LINCOLN HOUSE LINCOLN PLACE STREET 2: EIGHTY PINE STREET CITY: DUBLIN 2 IRELAND STATE: L2 ZIP: 00000 SC 13D/A 1 AMENDED SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 AMENDMENT NO. 1 TO SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934* CYTOGEN CORPORATION - ------------------------------------------------------------------------------ (NAME OF ISSUER) COMMON STOCK, PAR VALUE $0.1 PER SHARE - ------------------------------------------------------------------------------ (TITLE OF CLASS OF SECURITIES) 232824 10 2 - ------------------------------------------------------------------------------ (CUSIP NUMBER) ELAN INTERNATIONAL SERVICES, LTD. C/O DAVID ROBBINS, ESQ., BROCK, FENSTERSTOCK, SILVERSTEIN & MCAULIFFE LLC ONE CITICORP CENTER, 153 EAST 53RD STREET, 56TH FLOOR, NEW YORK, NY 10022 (212) 371-2000 - ------------------------------------------------------------------------------ (NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS) SEPTEMBER 26, 1996 ------------------ (DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box. [ ] Note: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent. *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). (Continued on following pages) Page 1 of 4 pages SCHEDULE 13D CUSIP NO. 232824 10 2 PAGE 2 OF 4 PAGES - ------------------------------------------------------------------------------ 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Elan International Services, Ltd. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (A) |_| (B) |_| 3 SEC USE ONLY 4 SOURCE OF FUNDS* OO (See Item 3) 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) |_| 6 CITIZENSHIP OR PLACE OF ORGANIZATION Bermuda NUMBER OF 7 SOLE VOTING POWER SHARES 2,599,202 shares, consisting of 932,535 BENEFICIALLY shares of Common Stock owned outright and OWNED BY up to 1,666,667 shares currently issuable EACH upon conversion of Series A Preferred Stock. REPORTING PERSON WITH 8 SHARED VOTING POWER - 0 - 9 SOLE DISPOSITIVE POWER 2,599,202 shares (see Item 7 above). 10 SHARED DISPOSITIVE POWER - 0 - 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,599,202 shares. See Item 7 above. 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |_| 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.92%, based upon 51,169,605 outstanding shares of the Issuer, as of November 6, 1997, as reported in the Issuer's quarterly report on Form 10-Q for the quarter ended September 30, 1997. See Item 3 below. 14 TYPE OF REPORTING PERSON* CO *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. - 2 - ITEM 1. SECURITY AND ISSUER. Common Stock, par value $.01 per share Cytogen Corporation 600 College Road East CN 5308 Princeton, NJ 08540-5308 ITEM 2. IDENTITY AND BACKGROUND. This Amendment No. 1 to Schedule 13-D is filed by Elan International Services, Ltd., a Bermuda corporation ("EIS"), 102 St. James Court, Flatts Smiths, FL 04, Bermuda pursuant to Rule 13d-2(a) as promulgated under the Securities Exchange Act of 1934, as amended, (the "Exchange Act"). Incorporated herein by reference is the Schedule 13-D filed by EIS as of November 26, 1997 (the "Original Filing"). This amendment to the Original Filing restates the Reporting Person's fully diluted ownership interest in the Issuer at a level consistent with the maximum number of shares of Common Stock potentially issuable under current terms and conditions. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. As previously disclosed, pursuant to the terms of a securities purchase agreement dated September 26, 1996 (the "Agreement"), EIS acquired (a) 932,535 shares of common stock, par value $.01 per share, of the Issuer (the "Common Stock"), (b) 1,000 shares of Series A Preferred Stock (the "Preferred Stock"), currently convertible into 1,666,667 shares of Common Stock, and (c)a warrant to purchase up to 1,000,000 shares of Common Stock (the "Warrant"), exercisable under certain circumstances, at variable exercise price(s), such price(s) to be determined based on the date(s) of exercise, if any (collectively, the Common Stock, Preferred Stock and the Warrant, the "Securities"), for a payment of $20 million, which was provided by EIS's general corporate funds. This Amendment No. 1 to Schedule 13-D clarifies the Original Filing by reducing the reported number of shares of Common Stock obtainable by the Reporting Person upon conversion of the Preferred Stock and deleting reference to exercise of the Warrant. Conversion of the Preferred Stock and exercise of the Warrant are exclusive, because the Warrant is only exercisable (for 1,000,000 shares, representing 1.9% on a fully diluted basis, of the outstanding Common Stock) if EIS shall elect to exchange the Preferred Stock for shares of the common stock of Targon Corporation, in which case the Preferred Stock shall no longer be convertible. ITEM 4. PURPOSE OF TRANSACTIONS Original Filing, page 3. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER Original Filing, page 4. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER Original Filing, page 4. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. None. - 3 - SIGNATURES After reasonable inquiry and to the best of his knowledge and belief, the undersigned certify that the information set forth in this Statement is true, complete and correct. Date: February 3, 1998 Elan International Services, Ltd. By: /s/ Kevin Insley --------------------------- Kevin Insley Director -----END PRIVACY-ENHANCED MESSAGE-----