-----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, HHkL5d3m0iQPM3fSlADSYdOJjse9B6OVyw0GVPxNgpaJp/XdAfniZ2Mq+gAbIqA6 BsU/H9OS5wT2UEQgLx8fQw== 0001036288-99-000001.txt : 19990120 0001036288-99-000001.hdr.sgml : 19990120 ACCESSION NUMBER: 0001036288-99-000001 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19990119 GROUP MEMBERS: C. G. GREFENSTETTE GROUP MEMBERS: CASHON BIOMEDICAL ASSOCIATES L.P. GROUP MEMBERS: CHARLES G. HADLEY GROUP MEMBERS: ELSIE HILLIARD HILLMAN GROUP MEMBERS: HAL S. BRODERSON GROUP MEMBERS: HCC INVESTMENTS, INC. GROUP MEMBERS: HENRY L. HILLMAN GROUP MEMBERS: HILLMAN CO GROUP MEMBERS: HILLMAN MEDICAL VENTURES 1990 GROUP MEMBERS: HILLMAN MEDICAL VENTURES 1991 GROUP MEMBERS: HILLMAN MEDICAL VENTURES 1992 GROUP MEMBERS: HILLMAN MEDICAL VENTURES 1994 GROUP MEMBERS: HILLMAN MEDICAL VENTURES 1995 GROUP MEMBERS: HILLMAN PROPERTIES WEST, INC. GROUP MEMBERS: HILLMAN/DOVER LIMITED PARTNERSHIP GROUP MEMBERS: JULIET CHALLENGER, INC. GROUP MEMBERS: RONALD J. BRENNER GROUP MEMBERS: THE 11/16/64 AHH TRUST GROUP MEMBERS: THE 11/16/64 HLHJR TRUST GROUP MEMBERS: THE 11/16/64 JLH TRUST GROUP MEMBERS: THE 11/16/64 WTH TRUST GROUP MEMBERS: THE HILLMAN COMPANY GROUP MEMBERS: THE HLH TRUST GROUP MEMBERS: THOMAS G. BIGLEY GROUP MEMBERS: WILMINGTON INVESTMENTS, INC. GROUP MEMBERS: WILMINGTON SECURITIES, INC. 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: 99507644 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: HILLMAN CO CENTRAL INDEX KEY: 0001036288 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 310 GRANT ST STREET 2: 1900 GRANT BUILDING CITY: PITTSBURGH STATE: PA ZIP: 15219 MAIL ADDRESS: STREET 1: 310 GRANT ST STREET 2: 1900 GRANT BUILDING CITY: PITTSBURGH STATE: PA ZIP: 15219 SC 13D/A 1 SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 SCHEDULE 13D Amendment No. 1 Under the Securities Exchange Act of 1934 CYTOGEN CORPORATION (Name of Issuer) Common Stock, $.01 par value (Title of Class of Securities) 232824102 (CUSIP Number) H. Vaughan Blaxter, III 1900 Grant Building Pittsburgh, Pennsylvania 15219 (412) 281-2620 (Name, address and telephone number of person authorized to receive notices and communications) January 6, 1999 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 statement, and is filing this statement because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following: [ ] Page 1 CUSIP NO. 232824102 1 Name of Reporting Person S.S. or I.R.S. Identification No. of above Person HILLMAN MEDICAL VENTURES 1990 L.P. I.D. #51-0324537 2 Check the Appropriate Box if Member of a Group (a) [ X ] (b) [ ] 3 SEC Use Only 4 Source of Funds OO 5 Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] 6 Citizenship or Place of Organization Delaware Number of Shares Beneficially Owned by Each Reporting Person With 7 Sole Voting Power 176,470 8 Shared Voting Power 9. Sole Dispositive Power 176,470 10 Shared Dispositve Power 11 Aggregate Amount Beneficially Owned by Each Reporting Person 176,470 12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares 13 Percent of Class Represented by Amount in Row (11) .3% 14 Type of Reporting Person PN Page 2 CUSIP NO. 232824102 1 Name of Reporting Person S.S. or I.R.S. Identification No. of above Person HILLMAN MEDICAL VENTURES 1991 L.P. I.D. #51-0337941 2 Check the Appropriate Box if Member of a Group (a) [ X ] (b) [ ] 3 SEC Use Only 4 Source of Funds OO 5 Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] 6 Citizenship or Place of Organization Delaware Number of Shares Beneficially Owned by Each Reporting Person With 7 Sole Voting Power 486,622 8 Shared Voting Power 9 Sole Dispositive Power 486,622 10 Shared Dispositve Power 11 Aggregate Amount Beneficially Owned by Each Reporting Person 486,622 12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares 13 Percent of Class Represented by Amount in Row (11) .8% 14 Type of Reporting Person PN Page 3 CUSIP NO. 232824102 1 Name of Reporting Person S.S. or I.R.S. Identification No. of above Person HILLMAN MEDICAL VENTURES 1992 L.P. I.D. #51-0338291 2 Check the Appropriate Box if Member of a Group (a) [ X ] (b) [ ] 3 SEC Use Only 4 Source of Funds OO 5 Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] 6 Citizenship or Place of Organization Delaware Number of Shares Beneficially Owned by Each Reporting Person With 7 Sole Voting Power 110,522 8 Shared Voting Power 9 Sole Dispositive Power 110,522 10 Shared Dispositve Power 11 Aggregate Amount Beneficially Owned by Each Reporting Person 110,522 12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares 13 Percent of Class Represented by Amount in Row (11) .2% 14 Type of Reporting Person PN Page 4 CUSIP NO. 232824102 1 Name of Reporting Person S.S. or I.R.S. Identification No. of above Person HILLMAN MEDICAL VENTURES 1994 L.P. I.D. #51-0353407 2 Check the Appropriate Box if Member of a Group (a) [ X ] (b) [ ] 3 SEC Use Only 4 Source of Funds OO 5 Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] 6 Citizenship or Place of Organization Delaware Number of Shares Beneficially Owned by Each Reporting Person With 7 Sole Voting Power 1,094,700 8 Shared Voting Power 9 Sole Dispositive Power 1,094,700 10 Shared Dispositve Power 11 Aggregate Amount Beneficially Owned by Each Reporting Person 1,094,700 12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares 13 Percent of Class Represented by Amount in Row (11) 1.7% 14 Type of Reporting Person PN Page 5 CUSIP NO. 232824102 1 Name of Reporting Person S.S. or I.R.S. Identification No. of above Person HILLMAN MEDICAL VENTURES 1995 L.P. I.D. #51-0364601 2 Check the Appropriate Box if Member of a Group (a) [ X ] (b) [ ] 3 SEC Use Only 4 Source of Funds OO 5 Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] 6 Citizenship or Place of Organization Delaware Number of Shares Beneficially Owned by Each Reporting Person With 7 Sole Voting Power 1,478,150 8 Shared Voting Power 9 Sole Dispositive Power 1,478,150 10 Shared Dispositve Power 11 Aggregate Amount Beneficially Owned by Each Reporting Person 1,478,150 12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares 13 Percent of Class Represented by Amount in Row (11) 2.3% 14 Type of Reporting Person PN Page 6 CUSIP NO. 232824102 1 Name of Reporting Person S.S. or I.R.S. Identification No. of above Person HILLMAN/DOVER LIMITED PARTNERSHIP I.D. #51-0286294 2 Check the Appropriate Box if Member of a Group (a) [ X ] (b) [ ] 3 SEC Use Only 4 Source of Funds OO 5 Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] 6 Citizenship or Place of Organization Delaware Number of Shares Beneficially Owned by Each Reporting Person With 7 Sole Voting Power 367,445 8 Shared Voting Power 3,346,464 9 Sole Dispositive Power 367,445 10 Shared Dispositve Power 3,346,464 11 Aggregate Amount Beneficially Owned by Each Reporting Person 3,713,909 12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares 13 Percent of Class Represented by Amount in Row (11) 5.7% 14 Type of Reporting Person PN Page 7 CUSIP NO. 232824102 1 Name of Reporting Person S.S. or I.R.S. Identification No. of above Person CASHON BIOMEDICAL ASSOCIATES L.P. I.D. #23-2555178 2 Check the Appropriate Box if Member of a Group (a) [ X ] (b) [ ] 3 SEC Use Only 4 Source of Funds OO 5 Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] 6 Citizenship or Place of Organization Delaware Number of Shares Beneficially Owned by Each Reporting Person With 7 Sole Voting Power 8 Shared Voting Power 3,346,464 9 Sole Dispositive Power 10 Shared Dispositve Power 3,346,464 11 Aggregate Amount Beneficially Owned by Each Reporting Person 3,346,464 12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares 13 Percent of Class Represented by Amount in Row (11) 5.2% 14 Type of Reporting Person PN Page 8 CUSIP NO. 232824102 1 Name of Reporting Person S.S. or I.R.S. Identification No. of above Person HILLMAN PROPERTIES WEST, INC. I.D. #51-0124111 2 Check the Appropriate Box if Member of a Group (a) [ X ] (b) [ ] 3 SEC Use Only 4 Source of Funds OO 5 Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] 6 Citizenship or Place of Organization Delaware Number of Shares Beneficially Owned by Each Reporting Person With 7 Sole Voting Power 20,625 8 Shared Voting Power 9 Sole Dispositive Power 20,625 10 Shared Dispositve Power 11 Aggregate Amount Beneficially Owned by Each Reporting Person 20,625 12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares 13 Percent of Class Represented by Amount in Row (11) .03% 14 Type of Reporting Person CO Page 9 CUSIP NO. 232824102 1 Name of Reporting Person S.S. or I.R.S. Identification No. of above Person HCC INVESTMENTS, INC. I.D. #51-0259668 2 Check the Appropriate Box if Member of a Group (a) [ X ] (b) [ ] 3 SEC Use Only 4 Source of Funds OO 5 Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] 6 Citizenship or Place of Organization Delaware Number of Shares Beneficially Owned by Each Reporting Person With 7 Sole Voting Power 4,125 8 Shared Voting Power 9 Sole Dispositive Power 4,125 10 Shared Dispositve Power 11 Aggregate Amount Beneficially Owned by Each Reporting Person 4,125 12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares 13 Percent of Class Represented by Amount in Row (11) .006% 14 Type of Reporting Person CO Page 10 CUSIP NO. 232824102 1 Name of Reporting Person S.S. or I.R.S. Identification No. of above Person JULIET CHALLENGER, INC. I.D. #51-0256786 2 Check the Appropriate Box if Member of a Group (a) [ X ] (b) [ ] 3 SEC Use Only 4 Source of Funds OO 5 Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] 6 Citizenship or Place of Organization Delaware Number of Shares Beneficially Owned by Each Reporting Person With 7 Sole Voting Power 4,363,207 8 Shared Voting Power 9 Sole Dispositive Power 4,363,207 10 Shared Dispositve Power 11 Aggregate Amount Beneficially Owned by Each Reporting Person 4,363,207 12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares 13 Percent of Class Represented by Amount in Row (11) 6.8% 14 Type of Reporting Person CO Page 11 CUSIP NO. 232824102 1 Name of Reporting Person S.S. or I.R.S. Identification No. of above Person WILMINGTON SECURITIES, INC. I.D. #51-0114700 2 Check the Appropriate Box if Member of a Group (a) [ X ] (b) [ ] 3 SEC Use Only 4 Source of Funds OO 5 Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] 6 Citizenship or Place of Organization Delaware Number of Shares Beneficially Owned by Each Reporting Person With 7 Sole Voting Power 8 Shared Voting Power 3,734,534 9 Sole Dispositive Power 10 Shared Dispositve Power 3,734,534 11 Aggregate Amount Beneficially Owned by Each Reporting Person 3,734,534 12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares 13 Percent of Class Represented by Amount in Row (11) 5.8% 14 Type of Reporting Person CO Page 12 CUSIP NO. 232824102 1 Name of Reporting Person S.S. or I.R.S. Identification No. of above Person WILMINGTON INVESTMENTS, INC. I.D. #51-0344688 2 Check the Appropriate Box if Member of a Group (a) [ X ] (b) [ ] 3 SEC Use Only 4 Source of Funds OO 5 Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] 6 Citizenship or Place of Organization Delaware Number of Shares Beneficially Owned by Each Reporting Person With 7 Sole Voting Power 8 Shared Voting Power 8,101,866 9 Sole Dispositive Power 10 Shared Dispositve Power 8,101,866 11 Aggregate Amount Beneficially Owned by Each Reporting Person 8,101,866 12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares 13 Percent of Class Represented by Amount in Row (11) 12.5% 14 Type of Reporting Person CO Page 13 CUSIP NO. 232824102 1 Name of Reporting Person S.S. or I.R.S. Identification No. of above Person THE HILLMAN COMPANY I.D. #25-1011286 2 Check the Appropriate Box if Member of a Group (a) [ X ] (b) [ ] 3 SEC Use Only 4 Source of Funds OO 5 Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] 6 Citizenship or Place of Organization Pennsylvania Number of Shares Beneficially Owned by Each Reporting Person With 7 Sole Voting Power 8 Shared Voting Power 8,101,866 9 Sole Dispositive Power 10 Shared Dispositve Power 8,101,866 11 Aggregate Amount Beneficially Owned by Each Reporting Person 8,101,866 12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares 13 Percent of Class Represented by Amount in Row (11) 12.5% 14 Type of Reporting Person CO Page 14 CUSIP NO. 232824102 1 Name of Reporting Person S.S. or I.R.S. Identification No. of above Person HENRY L. HILLMAN, ELSIE HILLIARD HILLMAN & C. G. GREFENSTETTE, TRUSTEES OF THE HENRY L. HILLMAN TRUST U/A DATED NOVEMBER 18, 1985I.D. #18-2145466 2 Check the Appropriate Box if Member of a Group (a) [ X ] (b) [ ] 3 SEC Use Only 4 Source of Funds OO 5 Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] 6 Citizenship or Place of Organization Pennsylvania Number of Shares Beneficially Owned by Each Reporting Person With 7 Sole Voting Power 116,325 8 Shared Voting Power 8,101,866 9 Sole Dispositive Power 116,325 10 Shared Dispositve Power 8,101,866 11 Aggregate Amount Beneficially Owned by Each Reporting Person 8,218,191 12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares 13 Percent of Class Represented by Amount in Row (11) 12.7% 14 Type of Reporting Person OO Page 15 CUSIP NO. 232824102 1 Name of Reporting Person S.S. or I.R.S. Identification No. of above Person C. G. GREFENSTETTE and THOMAS G. BIGLEY, TRUSTEES U/A/T DATED 11/16/64 FOR AUDREY HILLIARD HILLMAN I.D. #25-6064937 2 Check the Appropriate Box if Member of a Group (a) [ X ] (b) [ ] 3 SEC Use Only 4 Source of Funds OO 5 Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] 6 Citizenship or Place of Organization U.S. Number of Shares Beneficially Owned by Each Reporting Person With 7 Sole Voting Power 38,775 8 Shared Voting Power 9 Sole Dispositive Power 38,775 10 Shared Dispositve Power 11 Aggregate Amount Beneficially Owned by Each Reporting Person 38,775 12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares 13 Percent of Class Represented by Amount in Row (11) .06% 14 Type of Reporting Person OO Page 16 CUSIP NO. 232824102 1 Name of Reporting Person S.S. or I.R.S. Identification No. of above Person C. G. GREFENSTETTE and THOMAS G. BIGLEY, TRUSTEES U/A/T DATED 11/16/64 FOR JULIET LEA HILLMAN I.D. #25-6064939 2 Check the Appropriate Box if Member of a Group (a) [ X ] (b) [ ] 3 SEC Use Only 4 Source of Funds OO 5 Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] 6 Citizenship or Place of Organization U.S. Number of Shares Beneficially Owned by Each Reporting Person With 7 Sole Voting Power 38,775 8 Shared Voting Power 9 Sole Dispositive Power 38,775 10 Shared Dispositve Power 11 Aggregate Amount Beneficially Owned by Each Reporting Person 38,775 12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares 13 Percent of Class Represented by Amount in Row (11) .06% 14 Type of Reporting Person OO Page 17 CUSIP NO. 232824102 1 Name of Reporting Person S.S. or I.R.S. Identification No. of above Person C. G. GREFENSTETTE and THOMAS G. BIGLEY, TRUSTEES U/A/T DATED 11/16/64 FOR HENRY L. HILLMAN, JR. I.D. #25-6064938 2 Check the Appropriate Box if Member of a Group (a) [ X ] (b) [ ] 3 SEC Use Only 4 Source of Funds OO 5 Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] 6 Citizenship or Place of Organization U.S. Number of Shares Beneficially Owned by Each Reporting Person With 7 Sole Voting Power 38,775 8 Shared Voting Power 9 Sole Dispositive Power 38,775 10 Shared Dispositve Power 11 Aggregate Amount Beneficially Owned by Each Reporting Person 38,775 12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares 13 Percent of Class Represented by Amount in Row (11) .06% 14 Type of Reporting Person OO Page 18 CUSIP NO. 232824102 1 Name of Reporting Person S.S. or I.R.S. Identification No. of above Person C. G. GREFENSTETTE and THOMAS G. BIGLEY, TRUSTEES U/A/T DATED 11/16/64 FOR WILLIAM TALBOTT HILLMAN I.D. #25-6064940 2 Check the Appropriate Box if Member of a Group (a) [ X ] (b) [ ] 3 SEC Use Only 4 Source of Funds OO 5 Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] 6 Citizenship or Place of Organization U.S. Number of Shares Beneficially Owned by Each Reporting Person With 7 Sole Voting Power 38,775 8 Shared Voting Power 9 Sole Dispositive Power 38,775 10 Shared Dispositve Power 11 Aggregate Amount Beneficially Owned by Each Reporting Person 38,775 12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares 13 Percent of Class Represented by Amount in Row (11) .06% 14 Type of Reporting Person OO Page 19 CUSIP NO. 232824102 1 Name of Reporting Person S.S. or I.R.S. Identification No. of above Person C. G. GREFENSTETTE I.D. ####-##-#### 2 Check the Appropriate Box if Member of a Group (a) [ X ] (b) [ ] 3 SEC Use Only 4 Source of Funds OO 5 Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] 6 Citizenship or Place of Organization U.S. Number of Shares Beneficially Owned by Each Reporting Person With 7 Sole Voting Power 8 Shared Voting Power 8,373,291 9 Sole Dispositive Power 10 Shared Dispositve Power 8,373,291 11 Aggregate Amount Beneficially Owned by Each Reporting Person 8,373,291 12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares 13 Percent of Class Represented by Amount in Row (11) 13.0% 14 Type of Reporting Person IN Page 20 CUSIP NO. 232824102 1 Name of Reporting Person S.S. or I.R.S. Identification No. of above Person HENRY L. HILLMAN I.D. ####-##-#### 2 Check the Appropriate Box if Member of a Group (a) [ X ] (b) [ ] 3 SEC Use Only 4 Source of Funds OO 5 Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] 6 Citizenship or Place of Organization U.S. Number of Shares Beneficially Owned by Each Reporting Person With 7 Sole Voting Power 8 Shared Voting Power 8,218,191 9 Sole Dispositive Power 10 Shared Dispositive Power 8,218,191 11 Aggregate Amount Beneficially Owned by Each Reporting Person 8,218,191 12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares 13 Percent of Class Represented by Amount in Row (11) 12.7% 14 Type of Reporting Person IN Page 21 CUSIP NO. 232824102 1 Name of Reporting Person S.S. or I.R.S. Identification No. of above Person ELSIE HILLIARD HILLMAN I.D. ####-##-#### 2 Check the Appropriate Box if Member of a Group (a) [ X ] (b) [ ] 3 SEC Use Only 4 Source of Funds OO 5 Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] 6 Citizenship or Place of Organization U.S. Number of Shares Beneficially Owned by Each Reporting Person With 7 Sole Voting Power 8 Shared Voting Power 8,218,191 9 Sole Dispositive Power 10 Shared Dispositive Power 8,218,191 11 Aggregate Amount Beneficially Owned by Each Reporting Person 8,218,191 12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares 13 Percent of Class Represented by Amount in Row (11) 12.7% 14 Type of Reporting Person IN Page 22 CUSIP NO. 232824102 1 Name of Reporting Person S.S. or I.R.S. Identification No. of above Person THOMAS G. BIGLEY I.D. # 2 Check the Appropriate Box if Member of a Group (a) [ X ] (b) [ ] 3 SEC Use Only 4 Source of Funds OO 5 Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] 6 Citizenship or Place of Organization U.S. Number of Shares Beneficially Owned by Each Reporting Person With 7 Sole Voting Power 8 Shared Voting Power 155,100 9 Sole Dispositive Power 10 Shared Dispositive Power 155,100 11 Aggregate Amount Beneficially Owned by Each Reporting Person 155,100 12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares 13 Percent of Class Represented by Amount in Row (11) .2% 14 Type of Reporting Person IN Page 23 CUSIP NO. 232824102 1 Name of Reporting Person S.S. or I.R.S. Identification No. of above Person CHARLES G. HADLEY I.D. ####-##-#### 2 Check the Appropriate Box if Member of a Group (a) [ X ] (b) [ ] 3 SEC Use Only 4 Source of Funds OO 5 Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] 6 Citizenship or Place of Organization U.S. Number of Shares Beneficially Owned by Each Reporting Person With 7 Sole Voting Power 250 8 Shared Voting Power 3,346,464 9 Sole Dispositive Power 250 10 Shared Dispositve Power 3,346,464 11 Aggregate Amount Beneficially Owned by Each Reporting Person 3,346,714 12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares 13 Percent of Class Represented by Amount in Row (11) 5.2% 14 Type of Reporting Person IN Page 24 CUSIP NO. 232824102 1 Name of Reporting Person S.S. or I.R.S. Identification No. of above Person HAL S. BRODERSON I.D. ####-##-#### 2 Check the Appropriate Box if Member of a Group (a) [ X ] (b) [ ] 3 SEC Use Only 4 Source of Funds OO 5 Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] 6 Citizenship or Place of Organization U.S. Number of Shares Beneficially Owned by Each Reporting Person With 7 Sole Voting Power 1,100 8 Shared Voting Power 3,346,464 9 Sole Dispositive Power 1,100 10 Shared Dispositve Power 3,346,464 11 Aggregate Amount Beneficially Owned by Each Reporting Person 3,347,564 12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares 13 Percent of Class Represented by Amount in Row (11) 5.2% 14 Type of Reporting Person IN Page 25 CUSIP NO. 232824102 1 Name of Reporting Person S.S. or I.R.S. Identification No. of above Person RONALD J. BRENNER I.D. ####-##-#### 2 Check the Appropriate Box if Member of a Group (a) [ X ] (b) [ ] 3 SEC Use Only 4 Source of Funds OO 5 Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] 6 Citizenship or Place of Organization U.S. Number of Shares Beneficially Owned by Each Reporting Person With 7 Sole Voting Power 88,200 8 Shared Voting Power 3,346,464 9 Sole Dispositive Power 88,200 10 Shared Dispositve Power 3,346,464 11 Aggregate Amount Beneficially Owned by Each Reporting Person 3,434,664 12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares 13 Percent of Class Represented by Amount in Row (11) 5.3% 14 Type of Reporting Person IN Page 26 SCHEDULE 13D This statement ("Statement") constitutes Amendment No. 1 to Schedule 13D filed with the Securities and Exchange Commission (the "Commission") on January 18, 1999 (the "Filing"). Item 1. Security and Issuer This Statement relates to the Common Stock, $.01 par value, of Cytogen Corporation, a Delaware corporation (the "Issuer"). The address of the Issuer's principal executive office is 600 College Road East, Princeton, New Jersey 08540-5308, and the Issuer's ticker symbol is CYTO. Item 2. Identity and Background (a) Names of persons filing (individually, the "Registrant" and collectively, the "Registrants"): Hillman Medical Ventures 1990 L.P., a Delaware limited partnership, whose general partners are Hillman/Dover Limited Partnership and Cashon Biomedical Associates L.P. Hillman Medical Ventures 1991 L.P., a Delaware limited partnership, whose general partners are Hillman/Dover Limited Partnership and Cashon Biomedical Associates L.P. Hillman Medical Ventures 1992 L.P., a Delaware limited partnership, whose general partners are Hillman/Dover Limited Partnership and Cashon Biomedical Associates L.P. Hillman Medical Ventures 1994 L.P., a Delaware limited partnership, whose general partners are Hillman/Dover Limited Partnership and Cashon Biomedical Associates L.P. Hillman Medical Ventures 1995 L.P., a Delaware limited partnership, whose general partners are Hillman/Dover Limited Partnership and Cashon Biomedical Associates L.P. Hillman/Dover Limited Partnership, a Delaware limited partnership whose general partner is Wilmington Securities, Inc. Cashon Biomedical Associates L.P., a Delaware limited partnership whose general partners are Charles G. Hadley, Hal S. Broderson and Ronald J. Brenner. Hillman Properties West, Inc., a Delaware corporation, a wholly-owned subsidiary of Wilmington Securities, Inc. HCC Investments, Inc., a Delaware corporation, a wholly-owned subsidiary of Wilmington Investments, Inc. Juliet Challenger, Inc., a Delaware corporation, a wholly-owned subsidiary of Wilmington Investments, Inc. Wilmington Securities, Inc., a Delaware corporation, a wholly-owned subsidiary of Wilmington Investments, Inc. Wilmington Investments, Inc., a Delaware corporation, a wholly-owned subsidiary of The Hillman Company. The Hillman Company, a Pennsylvania corporation controlled by Henry L. Hillman, Elsie Hilliard Hillman and C. G. Grefenstette, as Trustees of the Henry L. Hillman Trust U/A dated November 18, 1985. Henry L. Hillman, Elsie Hilliard Hillman and C. G. Grefenstette, Trustees of the Henry L. Hillman Trust U/A dated November 18, 1985 (the "1985 Trust"). C. G. Grefenstette and Thomas G. Bigley, Trustees U/A/T dated November 16, 1964 for Audrey Hilliard Hillman (the "AHH Trust") C. G. Grefenstette and Thomas G. Bigley, Trustees U/A/T dated November 16, 1964 for Juliet Lea Hillman (the "JLH Trust") C. G. Grefenstette and Thomas G. Bigley, Trustees U/A/T dated November 16, 1964 for Henry L. Hillman, Jr. (the "HLHJr. Trust") C. G. Grefenstette and Thomas G. Bigley, Trustees U/A/T dated November 16, 1964 for William Talbott Hillman (the "WTH Trust") C. G. Grefenstette Henry L. Hillman Elsie Hilliard Hillman Thomas G. Bigley Charles G. Hadley Hal S. Broderson Ronald J. Brenner The name, position, business address and citizenship of each director and executive officer of the entities listed above, each controlling person of such entities and each director and executive officer of any person or corporation in control of said entities, is attached hereto as Exhibit 1. (b) Business Address The addresses of the Registrants are as follows: The Hillman Company, the 1985 Trust, the AAH Trust, the JLH Trust, the HLHJr. Trust and the WTH Trust are each located at: 1900 Grant Building Pittsburgh, Pennsylvania 15219 Hillman Properties West, Inc., HCC Investments, Inc., Juliet Challenger, Inc., Wilmington Securities, Inc., Wilmington Investments, Inc., Hillman/Dover Limited Partnership, Hillman Medical Ventures 1990 L.P., Hillman Medical Ventures 1991 L.P., Hillman Medical Ventures 1992 L.P., Hillman Medical Ventures 1994 L.P. and Hillman Medical Ventures 1995 L.P. are located at: 824 Market Street, Suite 900 Wilmington, Delaware 19801 Cashon Biomedical Associates L.P., Charles G. Hadley, Hal S. Broderson and Ronald J. Brenner are located at: One Tower Bridge, Suite 1350 100 Front Street Conshohocken, Pennsylvania 19428 C. G. Grefenstette 2000 Grant Building Pittsburgh, Pennsylvania 15219 Thomas G. Bigley One Oxford Centre, 28th Floor Pittsburgh, Pennsylvania 15219 Henry L. Hillman 2000 Grant Building Pittsburgh, Pennsylvania 15219 Elsie Hilliard Hillman 2000 Grant Building Pittsburgh, Pennsylvania 15219 (c) Principal occupation or employment The principal occupations of the limited partnerships listed in response to Item 2(a) are: investments in medical area. The principal occupations of the corporations, listed in response to Item 2(a) are: diversified investments and operations. The principal occupations of the 1985 Trust, the AAH Trust, the JLH Trust, the HLHJr. Trust and the WTH Trust are: diversified investments and operations. Charles G. Hadley General Partner, Cashon Biomedical Associates L.P. Hal S. Broderson General Partner, Cashon Biomedical Associates L.P. Ronald J. Brenner General Partner, Cashon Biomedical Associates L.P. C. G. Grefenstette See Exhibit 1 Thomas G. Bigley Managing Partner, Ernst & Young Henry L. Hillman See Exhibit 1 Elsie Hilliard Hillman See Exhibit 1 (d) Criminal convictions None of the persons named in Item 2(a)(including Exhibit 1) have been convicted in a criminal proceeding in the last five years. (e) Civil proceedings None of the persons listed in response to Item 2(a) (including Exhibit 1) have in the last five years been subject to a judgment, decree or final order as described in Item 2, subsection (e) of Schedule 13D. (f) Citizenship The 1985 Trust, the AAH Trust, the JLH Trust, the HLHJr. Trust and the WTH Trust are Pennsylvania trusts. Hillman Properties West, Inc., HCC Investments, Inc., Juliet Challenger, Inc., Wilmington Securities, Inc. and Wilmington Investments, Inc. are Delaware corporations. The Hillman Company is a Pennsylvania corporation. Hillman/Dover Limited Partnership, Cashon Biomedical Associates L.P., Hillman Medical Ventures 1990 L.P., Hillman Medical Ventures 1991 L.P., Hillman Medical Ventures 1992 L.P., Hillman Medical Ventures 1994 L.P. and Hillman Medical Ventures 1995 L.P. are Delaware limited partnerships. C. G. Grefenstette, Thomas G. Bigley, Henry L. Hillman, Elsie Hilliard Hillman, Charles G. Hadley, Hal S. Broderson and Ronald J. Brenner are U.S. citizens. Item 3. Source and Amount of Funds or Other Consideration None. Item 4. Purpose of Transaction Pursuant to a Securities Purchase Agreement, dated as of December 31, 1998, Juliet Challenger, Inc. purchased 2,666,667 shares of the Issuer's Common Stock for a purchase price of $2,000,000, or $.75 per share. Except as set forth above, the Registrants have no present plans or proposals which relate to or would result in (a) the acquisition by any person of additional securities of the Issuer or the disposition of securities of the Issuer, (b) an extraordinary corporate transaction, such as a merger, reorganization, or liquidation involving the Issuer or any of its subsidiaries, (c) a sale or transfer of a material amount of the assets of the Issuer or any of its subsidiaries, (d) any change in the present Board of Directors or Management of the Issuer including any plans or proposals to change the number or term of Directors or to fill any existing vacancies on the Board, (e) any material change in the present capitalization or dividend policy of the Issuer, (f) any other material change in the Issuer's business or corporate structure, (g) changes in the Issuer's charter, by-laws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person, (h) causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association, (i) a class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act of 1933, or (j) any action similar to those enumerated above. Item 5. Interest in Securities of the Issuer (a) Beneficial Ownership The following is a list of the Issuer's Common Stock of which each Registrant is a direct, beneficial owner. It includes the number of shares held and the percentage of the class of such shares that are held by such Registrant.
Name Number of Shares % of Class of Shares Hillman Medical Ventures 1990 L.P. 176,470 .3% Hillman Medical Ventures 1991 L.P. 486,622 .8% Hillman Medical Ventures 1992 L.P. 110,522 .2% Hillman Medical Ventures 1994 L.P. 1,094,700 1.7% Hillman Medical Ventures 1995 L.P. 1,478,150 2.3% Hillman/Dover367,445.6% Limited Partnership Hillman Properties20,625.03% West, Inc. HCC Investments, Inc.4,125.006% Juliet Challenger, Inc.4,363,2076.6% The 1985 Trust116,325.2% The AAH Trust38,775.06% The JLH Trust38,775.06% The HLHJr. Trust38,775.06% The WTH Trust38,775.06% Charles G. Hadley250> .001% Hal S. Broderson1,100> .001% Ronald J. Brenner88,200.1%
(b) Power to Vote or Dispose of Shares Each person listed above in response to Item 5(a) has the sole power to vote and to direct the vote and the sole power to dispose of and direct the disposition of those shares except as follows: (i)Wilmington Securities, Inc., Wilmington Investments, Inc., The Hillman Company, Henry L. Hillman, as settlor and Trustee of the 1985 Trust, and Elsie Hilliard Hillman and C. G. Grefenstette, as Trustees of the 1985 Trust, may be deemed to share voting and disposition power regarding 8,101,866 shares of Common Stock held beneficially by Hillman Properties West, Inc., HCC Investments, Inc., and Juliet Challenger, Inc., and Hillman Medical Ventures 1990 L.P., Hillman Medical Ventures 1991 L.P., Hillman Medical Ventures 1992 L.P., Hillman Medical Ventures 1994 L.P. and Hillman Medical Ventures 1995 L.P., whose general partners are Hillman/Dover Limited Partnership and Cashon Biomedical Associates L.P. Wilmington Securities, Inc. is the general partner of Hillman/Dover Limited Partnership. (ii)As trustees of the 1985 Trust, Henry L. Hillman, Elsie Hilliard Hillman and C. G. Grefenstette may be deemed to own beneficially and share voting and disposition power over 8,218,191 shares of Common Stock. (iii)C. G. Grefenstette and Thomas G. Bigley, as Trustees, may be deemed to share voting and disposition power regarding the aggregate of 155,100 shares held in trust for the AHH Trust, the JLH Trust, the HLHJr. Trust, and the WTH Trust. (iv)Cashon Biomedical Associates L.P., Charles G. Hadley, Hal S. Broderson and Ronald J. Brenner may be deemed to own beneficially and share voting and disposition power over 3,346,464 shares of Common Stock. (c), (d) and (e). Not applicable. Item 6.Contracts, Arrangements, Understandings of Relationships With Respect to Securities of the Issuer None. Item 7. Material to be Filed as Exhibits Exhibit 1.Information concerning officers and directors of reporting persons and certain affiliates thereof. Exhibit 2.Securities Purchase Agreement, dated as of December 31, 1998. SIGNATURES After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. HILLMAN MEDICAL VENTURES 1990 L.P., HILLMAN MEDICAL VENTURES 1991 L.P., HILLMAN MEDICAL VENTURES 1992 L.P., HILLMAN MEDICAL VENTURES 1994 L.P., and HILLMAN MEDICAL VENTURES 1995 L.P. By Hillman/Dover Limited Partnership, a General Partner By Wilmington Securities, Inc., the sole General Partner /s/ Andrew H. McQuarrie By _________________________________________ Andrew H. McQuarrie, Vice President By Cashon Biomedical Associates L.P., a General Partner /s/ Charles G. Hadley By _________________________________________ Charles G. Hadley, General Partner /s/ Hal S. Broderson By _________________________________________ Hal S. Broderson, General Partner /s/ Ronald J. Brenner By _________________________________________ Ronald J. Brenner, General Partner HILLMAN/DOVER LIMITED PARTNERSHIP By Wilmington Securities, Inc., the sole General Partner /s/ Andrew H. McQuarrie By _________________________________________ Andrew H. McQuarrie, Vice President CASHON BIOMEDICAL ASSOCIATES L.P. /s/ Charles G. Hadley By _________________________________________ Charles G. Hadley, General Partner /s/ Hal S. Broderson By _________________________________________ Hal S. Broderson, General Partner /s/ Ronald J. Brenner By _________________________________________ Ronald J. Brenner, General Partner HILLMAN PROPERTIES WEST, INC. /s/ Andrew H. McQuarrie By _________________________________________ Andrew H. McQuarrie, Vice President HCC INVESTMENTS, INC. /s/ Andrew H. McQuarrie By _________________________________________ Andrew H. McQuarrie, Vice President JULIET CHALLENGER, INC. /s/ Andrew H. McQuarrie By _________________________________________ Andrew H. McQuarrie, Vice President WILMINGTON SECURITIES, INC. /s/ Andrew H. McQuarrie By _________________________________________ Andrew H. McQuarrie, Vice President WILMINGTON INVESTMENTS, INC. /s/ Andrew H. McQuarrie By _________________________________________ Andrew H. McQuarrie, Vice President THE HILLMAN COMPANY /s/ Lawrence M. Wagner By _________________________________________ Lawrence M. Wagner, President HENRY L. HILLMAN, ELSIE HILLIARD HILLMAN & C. G. GREFENSTETTE, TRUSTEES OF THE HENRY L. HILLMAN TRUST U/A DATED NOVEMBER 18, 1985 /s/ C. G. Grefenstette By _________________________________________ C. G. Grefenstette, Trustee C. G. GREFENSTETTE AND THOMAS G. BIGLEY, TRUSTEES U/A/T DATED 11/16/64 FOR EACH OF AUDREY HILLIARD HILLMAN, JULIET LEA HILLMAN, HENRY L. HILLMAN, JR. and WILLIAM TALBOTT HILLMAN /s/ C. G. Grefenstette By _________________________________________ C. G. Grefenstette, Trustee /s/ Thomas G. Bigley By _________________________________________ Thomas G. Bigley /s/ C. G. Grefenstette ____________________________________________ C. G. Grefenstette /s/ Thomas G. Bigley ____________________________________________ Thomas G. Bigley /s/ Henry L. Hillman ____________________________________________ Henry L. Hillman /s/ Elsie Hilliard Hillman ____________________________________________ Elsie Hilliard Hillman /s/ Charles G. Hadley ____________________________________________ Charles G. Hadley /s/ Hal S. Broderson ____________________________________________ Hal S. Broderson /s/ Ronald J. Brenner ____________________________________________ Ronald J. Brenner EX-1 2 EXHIBIT 1
PRINCIPAL OFFICERS AND DIRECTORS OF THE HILLMAN COMPANY, ALL OF WHOM ARE U.S. CITIZENS Name and Address Title Henry L. Hillman Chairman of the Executive Committee 2000 Grant Building and Director Pittsburgh, Pennsylvania 15219 C. G. Grefenstette Chairman of the Board and 2000 Grant Building Director Pittsburgh, Pennsylvania 15219 Lawrence M. Wagner President, Chief Executive Officer 2000 Grant Building and Director Pittsburgh, Pennsylvania 15219 H. Vaughan Blaxter, III Vice President, Secretary, General 1900 Grant Building Counsel and Director Pittsburgh, Pennsylvania 15219 Mark J. Laskow Vice President and Director 1900 Grant Building Pittsburgh, Pennsylvania 15219 Anthony J. Burlando Vice President - Risk Management 1900 Grant Building Pittsburgh, Pennsylvania 15219 James R. Philp Vice President - Personnel and 2000 Grant Building Administration Pittsburgh, Pennsylvania 15219 Richard M. Johnston Vice President - Investments and 2000 Grant Building Director Pittsburgh, Pennsylvania 15219 John W. Hall Vice President - Accounting and 1800 Grant Building Information Services Pittsburgh, Pennsylvania 15219 Timothy O. Fisher Vice President 1900 Grant Building Pittsburgh, Pennsylvania 15219 Bruce I. Crocker Vice President 1800 Grant Building Pittsburgh, Pennsylvania 15219 Denis P. McCarthy Vice President 1900 Grant Building Pittsburgh, Pennsylvania 15219 Timothy P. HallVice President 2000 Grant Building Pittsburgh, PA 15219 Joseph C. ManzingerVice President 2000 Grant Building Pittsburgh, PA 15219 Maurice J. WhiteVice President, Shareholder Services 1800 Grant Building Pittsburgh, PA 15219 Charles H. Bracken, Jr. Vice President 2000 Grant Building Pittsburgh, Pennsylvania 15219 Eric C. Johnson Treasurer 2000 Grant Building Pittsburgh, Pennsylvania 15219 D. Richard Roesch Assistant Treasurer 1800 Grant Building Pittsburgh, Pennsylvania 15219 Michael S. Adamcyk Assistant Secretary and 2000 Grant Building Assistant Treasurer Pittsburgh, Pennsylvania 15219 Mary Black Strong Assistant Treasurer 2000 Grant Building Pittsburgh, Pennsylvania 15219 Carol J. Cusick Riley Vice President, Associate General 1900 Grant Building Counsel and Assistant Secretary Pittsburgh, Pennsylvania 15219 Cornel Conley Controller - Corporate 1800 Grant Building Pittsburgh, Pennsylvania 15219 Mark M. Poljak Controller - Taxes 1800 Grant Building Pittsburgh, Pennsylvania 15219 Elsie H. Hillman Director 2000 Grant Building Pittsburgh, Pennsylvania 15219 Audrey Hillman FisherDirector 2000 Grant Building Pittsburgh, PA 15219 PRINCIPAL OFFICERS AND DIRECTORS OF WILMINGTON INVESTMENTS, INC., ALL OF WHOM ARE U.S. CITIZENS H. Vaughan Blaxter, III President and Secretary 1900 Grant Building Pittsburgh, Pennsylvania 15219 Andrew H. McQuarrie Vice President, Chief Financial Officer, 824 Market Street, Suite 900 Treasurer and Director Wilmington, Delaware 19801 Lario M. Marini Senior Vice President and Director Wilmington Trust Center Wilmington, Delaware 19801 Richard H. Brown Assistant Vice President and 824 Market Street, Suite 900 Assistant Secretary Wilmington, Delaware 19801 Eric C. Johnson Assistant Secretary and 2000 Grant Building Assistant Treasurer Pittsburgh, Pennsylvania 15219 Jody B. Cosner Assistant Secretary 824 Market Street, Suite 900 Wilmington, Delaware 19801 Joan E. Bachner Assistant Treasurer 824 Market Street, Suite 900 Wilmington, Delaware 19801 Darlene ClarkeDirector 824 Market Street, Suite 900 Wilmington, Delaware 19801 PRINCIPAL OFFICERS AND DIRECTORS OF WILMINGTON SECURITIES, INC., ALL OF WHOM ARE U.S. CITIZENS H. Vaughan Blaxter, III President 1900 Grant Building Pittsburgh, Pennsylvania 15219 Andrew H. McQuarrie Vice President, Chief Financial 824 Market Street, Suite 900 Officer, Treasurer and Director Wilmington, Delaware 19801 Lario M. Marini Senior Vice President and Director Wilmington Trust Center Wilmington, Delaware 19801 Richard H. Brown Assistant Vice President and 824 Market Street, Suite 900 Assistant Secretary Wilmington, Delaware 19801 Marian F. Dietrich Secretary 1900 Grant Building Pittsburgh, Pennsylvania 15219 Eric C. Johnson Assistant Secretary and 2000 Grant Building Assistant Treasurer Pittsburgh, Pennsylvania 15219 Jody B. Cosner Assistant Secretary 824 Market Street, Suite 900 Wilmington, Delaware 19801 Joan E. Bachner Assistant Treasurer 824 Market Street, Suite 900 Wilmington, Delaware 19801 Darlene ClarkeDirector 824 Market Street, Suite 900 Wilmington, Delaware 19801 PRINCIPAL OFFICERS AND DIRECTORS OF HCC INVESTMENTS, INC. AND JULIET CHALLENGER, INC., ALL OF WHOM ARE U.S. CITIZENS H. Vaughan Blaxter, III President and Secretary 1900 Grant Building Pittsburgh, Pennsylvania 15219 Andrew H. McQuarrie Vice President, Chief Financial 824 Market Street, Suite 900 Officer, Treasurer and Director Wilmington, Delaware 19801 Lario M. Marini Senior Vice President and Director Wilmington Trust Center Wilmington, Delaware 19801 Richard H. Brown Assistant Vice President and 824 Market Street, Suite 900 Assistant Secretary Wilmington, Delaware 19801 Eric C. Johnson Assistant Secretary and 2000 Grant Building Assistant Treasurer Pittsburgh, Pennsylvania 15219 Jody B. Cosner Assistant Secretary 824 Market Street, Suite 900 Wilmington, Delaware 19801 Joan E. Bachner Assistant Treasurer 824 Market Street, Suite 900 Wilmington, Delaware 19801 Darlene ClarkeDirector 824 Market Street, Suite 900 Wilmington, Delaware 19801 PRINCIPAL OFFICERS AND DIRECTORS OF HILLMAN PROPERTIES WEST, INC., ALL OF WHOM ARE U.S. CITIZENS H. Vaughan Blaxter, III President, Secretary and Director 1900 Grant Building Pittsburgh, Pennsylvania 15219 Andrew H. McQuarrie Vice President, Treasurer 824 Market Street, Suite 900 and Director Wilmington, Delaware 19801 Lario M. Marini Senior Vice President and Director Wilmington Trust Center Wilmington, Delaware 19801 Dale L. ClemensVice President and General Manager, 2011 Palomar RoadCarlsbad Carlsbad, California 92009 Stephen P. SmithVice President 2030 Main Street, Suite 640 Irvine, California 92614 Christopher D. HarrisVice President 1800 Grant Building Pittsburgh, Pennsylvania 15219 Richard H. Brown Assistant Vice President and 824 Market Street, Suite 900 Assistant Secretary Wilmington, Delaware 19801 Eric C. Johnson Assistant Secretary and 2000 Grant Building Assistant Treasurer Pittsburgh, Pennsylvania 15219 Michael S. Adamcyk Assistant Treasurer 2000 Grant Building Pittsburgh, Pennsylvania 15219 Jody B. Cosner Assistant Secretary 824 Market Street, Suite 900 Wilmington, Delaware 19801 Joan E. Bachner Assistant Treasurer 824 Market Street, Suite 900 Wilmington, Delaware 19801 Russell W. Ayres, IIIDirector 1900 Grant Building Pittsburgh, Pennsylvania 15219 Carol Cusick RileyDirector 1900 Grant Building Pittsburgh, Pennsylvania 15219 GENERAL PARTNERS OF: HILLMAN MEDICAL VENTURES 1990 L.P., HILLMAN MEDICAL VENTURES 1991 L.P., HILLMAN MEDICAL VENTURES 1992 L.P., HILLMAN MEDICAL VENTURES 1994 L.P., and HILLMAN MEDICAL VENTURES 1995 L.P., BOTH OF WHICH WERE ORGANIZED IN THE U.S. Hillman/Dover Limited Partnership 824 Market Street, Suite 900 Wilmington, Delaware 19801 Cashon Biomedical Associates L.P. One Tower Bridge, Suite 1350 100 Front Street Conshohocken, Pennsylvania 19428 GENERAL PARTNER OF HILLMAN/DOVER LIMITED PARTNERSHIP, WHICH WAS ORGANIZED IN THE U.S. Wilmington Securities, Inc. 824 Market Street, Suite 900 Wilmington, Delaware 19801 GENERAL PARTNERS OF CASHON BIOMEDICAL ASSOCIATES L.P., ALL OF WHOM ARE U.S. CITIZENS Charles G. Hadley One Tower Bridge, Suite 1350 100 Front Street West Conshohocken, Pennsylvania 19428 Hal S. Broderson One Tower Bridge, Suite 1350 100 Front Street West Conshohocken, Pennsylvania 19428 Ronald J. Brenner One Tower Bridge, Suite 1350 100 Front Street West Conshohocken, Pennsylvania 19428 TRUSTEES OF THE HENRY L. HILLMAN TRUST U/A DATED NOVEMBER 18, 1985, ALL OF WHOM ARE U.S. CITIZENS Henry L. Hillman 2000 Grant Building Pittsburgh, Pennsylvania 15219 Elsie Hilliard Hillman 2000 Grant Building Pittsburgh, Pennsylvania 15219 C. G. Grefenstette 2000 Grant Building Pittsburgh, Pennsylvania 15219 TRUSTEES OF THE FOUR HILLMAN TRUSTS DATED 11/16/64, BOTH WHOM ARE U.S. CITIZENS C. G. Grefenstette 2000 Grant Building Pittsburgh, Pennsylvania 15219 Thomas G. Bigley One Oxford Centre, 28th floor Pittsburgh, Pennsylvania 15219
EX-2 3 EXHIBIT 2 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this "Agreement"), dated as of December 31, 1998 is entered into by and between Juliet Challenger, Inc., a Delaware corporation with an office at 824 Market Street, Suite 900, Wilmington, Delaware 19801 (the "Purchaser") and Cytogen Corporation, a Delaware corporation with its principal offices located at 600 College Road East, Princeton, New Jersey 08540 (the "Company"). The Company has offered for sale, and the Purchaser has agreed to purchase 2,666,667 shares of Common Stock, par value $.01 per share (the "Shares") of the Company on the terms and conditions herein provided. In connection herewith, the Company and the Purchaser hereby agree as follows: 1. Purchase and Sale of Shares. Upon the basis of the representations subject to the terms and conditions set forth herein, the Company agrees to issue and sell the Shares to the Purchaser on the Closing Date (defined herein) at $.75 per Share, or an aggregate purchase price of $2,000,000.00 (the "Purchase Price") and, upon the basis of the representations and warranties and subject to the terms and conditions set forth herein, the Purchaser agrees to purchase the Shares from the Company on the Closing Date at the Purchase Price. 2. Closing. The closing of the purchase and sale of the Shares shall take place at such place and at such time as the Company and the Purchaser may agree (the time and date of the closing being referred to herein as the "Closing Date"). Upon payment of the Purchase Price in full in immediately available funds by or on behalf of the Purchaser to the Company by wire transfer to an account specified by the Company to the Purchaser prior to the Closing Date, the Company will promptly cause its transfer agent to deliver to the Purchaser within three business days of the Closing Date certificates representing the shares of Common Stock in such denominations and registered in such names as the Purchaser shall request. 3. Registration. (a)On December 30, 1998, the Company's Registration Statement on Form S-1, No. 338-68759, was declared effective by the Securities and Exchange Commission ("Commission") (including all exhibits thereto and all documents incorporated by reference therein, the "Registration Statement") and includes the registration of the original issuance of the Share of Common Stock purchased by the Purchaser pursuant to this Agreement. (b)Promptly after the Closing Date, the Company shall take all requisite action to list Shares for trading on the NASDAQ National Market. 4. Representations and Warranties of the Company. The Company represents and warrants, as of the date hereof and as of the Closing Date, as follows: (a)no consent, approval, authorization or order of any court, governmental agency or body or arbitrator having jurisdiction over the Company or any of the Company's affiliates is required for the execution of this Agreement or the sale of the Shares to the Purchaser; (b)neither the sale of the Shares nor the performance of the Company's other obligations under this Agreement will violate, conflict with, result in a breach of, or constitute a default (or an event that, with the giving of notice or the lapse of time or both, would constitute a default) under (i) the Certificates of Incorporation or By-laws of the Company; (ii) any decree, judgment, order or determination of any court, governmental agency or body, or arbitrator having jurisdiction over the Company or any of the Company's properties or assets; (iii) any law, treaty, rule or regulation applicable to the Company (other than the federal securities laws, representations and warranties with respect to which are made by the Company, or the requirements of the NASDAQ Stock Market); or (iv) the terms of any bond, debenture, note or other evidence of indebtedness, or any agreement, stock option or similar plan by which the Company is bound or to which any property of the Company is subject, in any event above, which violation, conflict or breach would have a material adverse effect on the Company; (c)the Company has taken all corporate action required to authorize the execution and delivery of this Agreement and the performance of its obligations hereunder; (d)the Company has duly authorized the issuance of the Shares and, when issued and delivered to and paid for by the Purchaser in accordance with the terms hereof, the Common Stock will be duly and validly issued, fully paid and non-assessable; (e)the Company's Prospectus dated December 30, 1998, included in the Company's Registration Statement on Form S-1 (Registration No. 333-68759 attached hereto as Exhibit "a"); the Company's Annual Report on Form 10-KA for the year ended Decimeter 31, 1997; together with the Company's filings with the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), subsequent to the filing of such Form 10-KA (the "Disclosure Documents") have been delivered to the Purchaser and, as of the date of each such document, such Disclosure Documents do not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statement therein not misleading in light of the circumstances in which they were made with respect to the Company; (f)the Company's financial statements for the year ended Decimeter 31, 1997, as amended, included in the Disclosure Documents comply in all material respects with the applicable requirements of the Exchange Act and have been prepared, and fairly present in all material respects the consolidated financial condition, results of operations and cash flow of the Company and its subsidiaries at the respective dates for the respective periods indicated, in accordance with generally accepted accounting principles consistently applied throughout such periods (except as may be noted therein) and will not be restated any time within the 30-day period following the Closing Date, if ever; (g)except as set forth in the Disclosure Documents or pursuant to this Agreement, (i) the Company has not incurred any material liabilities, direct or contingent except in the ordinary course of business and (ii) there has been no material adverse change in the properties, business, results of operations of financial condition of the Company; and (h)as of September 30, 1998 (and without giving effect to the sale of Shares of Common Stock hereunder), the Company had a total of 58,602,852 shares of Common Stock issued and outstanding; approximately 6,694,623 shares of Common Stock were reserved for issuance pursuant to existing stock options under the Company's current stock option plans or outside of the plans and approximately an additional 1,562,080 shares were issuable upon exercise of options available for future grant; and 260,000 shares were reserved for issuance pursuant to exercise of outstanding warrants. Subsequent to September 30, 1998, the Company has issued additional warrants to purchase 1,300,000 shares of Common Stock. In addition, the Company has entered into a Private Equity Line Agreement with Kingsbridge Capital Limited which provided that the Company may issue, upon satisfaction of certain conditions, up to $12,000,000 of its Common Stock. 5. Conditions of Closing. The obligations of each party hereunder shall be subject to (a) the accuracy in all material respects of the representations and warranties of the other party hereto as of the date hereof and as of the Closing Date and (b) the performance in all material respects by the other party of its obligations hereunder which must be performed prior to the Closing Date. 6. Indemnification. (a)The Company agrees to indemnify and hold harmless the Purchaser, each person, if any, who controls the Purchaser within the meaning of Section 15 of the Act and each officer, director, employee and agent of the Purchaser and of any such controlling person against any and all liabilities, claims, damages or expenses whatsoever, as incurred arising out of any representation, warranty, covenant or undertaking by the Company contained in this Agreement, and the Company will reimburse the Purchaser for its reasonable legal and other expenses (including the reasonable cost of any investigation and preparation, and including the reasonable fees and expenses of counsel) incurred in connection therewith. (b)The Purchaser agrees to indemnify and hold harmless the Company, each person, if any, who controls the Company within the meaning of Section 15 of the Act and each officer, director, employee and agent of the Company and of any such controlling person against any and all liabilities, claims, damages or expenses whatsoever, as incurred arising out of or resulting from any breach or alleged breach or other violation or alleged violation of any representation, warrant, covenant or undertaking by the Purchaser contained in this Agreement, and the Purchaser will reimburse the Company for its reasonable legal and other expenses (including the reasonable cost of any investigation and preparation, and including the reasonable fees and expenses of counsel) incurred in connection therewith. 7. Miscellaneous. (a)This Agreement may be executed in one or more counterparts and such counterparts shall constitute but one and the same agreement and authorized signatures may be evidenced to the other party by facsimile copies thereof; provided that the originally signed signature page of any party is provided to the other party within two business days after original execution. (b)This Agreement shall inure to the benefit of and be binding upon the parties hereto. This Agreement shall not be assignable by any party hereto without the prior written consent of the other party hereto and no other person shall have any right or obligation hereunder. (c)This Agreement contains the entire agreement between the parties with respect to the subject matter hereof and supersedes any prior agreements or understandings, whether written or oral, between the parties respecting such subject matter. 8. Governing Law. This Agreement shall be governed by the internal laws of the State of Delaware. IN WITNESS WHEREOF, the parties have entered into this Agreement as of the date first set forth above. CYTOGEN Corporation By: /s/ H. Joseph Reiser H. Joseph Reiser, Ph.D., President and Chief Executive Officer JULIET CHALLENGER, INC. By: /s/ Andrew H. McQuarrie Andrew McQuarrie Vice President -----END PRIVACY-ENHANCED MESSAGE-----