-----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, WaK2Pv0+0OuybEV0SWHdvL0fko+A7JIqgvtWEvbJfb661vGzAqD/XutPG0kTPQsV lI8HqIvuqdEzhjfMhAbQvg== 0000725058-02-000009.txt : 20020522 0000725058-02-000009.hdr.sgml : 20020522 20020522163328 ACCESSION NUMBER: 0000725058-02-000009 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20020520 ITEM INFORMATION: Changes in registrant's certifying accountant ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20020522 FILER: 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: 8-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-14879 FILM NUMBER: 02660031 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 8-K/A 1 final_8-kamay2002.txt FORM 8-K/A AMENDMENT NO. 1 SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 ------------------------------- FORM 8-K/A AMENDMENT NO. 1 TO CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): May 20, 2002 ------------ CYTOGEN CORPORATION ------------------- (Exact Name of Registrant as Specified in Charter) Delaware 000-14879 222322400 - -------------------------------------------------------------------------------- (State or Other Jurisdiction (Commission File Number) (IRS Employer of Incorporation) Identification No.) 600 College Road East, CN 5308, Princeton, NJ 08540 - -------------------------------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) (609) 750-8200 ------------------------------------------------ (Registrant's telephone number, including area code) ------------------------------------------------------------- (Former Name or Former Address, if Changed Since Last Report) Item 4. Changes in Registrant's Certifying Accountant. Cytogen Corporation (the "Company") hereby amends its Current Report on Form 8-K dated May 20, 2002 as filed with the Securities and Exchange Commission on May 20, 2002 (the "Form 8-K") to revise certain disclosure in the Form 8-K and to file an amended letter from Arthur Andersen LLP ("Arthur Andersen") with respect thereto. As reported by the Company in the Form 8-K, on May 20, 2002, the Company's Board of Directors, upon recommendation of the Audit Committee, informed Arthur Andersen that they would be dismissed as the Company's independent public accountants effective as of May 20, 2002 and engaged KPMG LLP ("KPMG") to serve as the Company's independent public accountants for the fiscal year ending December 31, 2002. The appointment of KPMG was effective immediately upon the dismissal of Arthur Andersen. Arthur Andersen's prior audit report on the Company's financial statements for each of the two most recent fiscal years in the period ended December 31, 2001 contained no adverse opinion or disclaimer of opinion and was not qualified or modified as to uncertainty, audit scope, or accounting principles. During the Company's two most recent fiscal years ended December 31, 2001, and the subsequent interim period through May 20, 2002, no disagreements between the Company and Arthur Andersen on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to Arthur Andersen's satisfaction, would have caused Arthur Andersen to make reference to the subject matter of the disagreement in connection with its reports; and during such periods there were no reportable events of the kind listed in Item 304(a)(1)(v) of Regulation S-K. An amended letter from Arthur Andersen addressed to the Securities and Exchange Commission stating their agreement with the above statements is attached hereto as Exhibit 16.1. During the Company's two most recent fiscal years ended December 31, 2001, and through May 20, 2002, the Company did not consult with KPMG regarding any of the matters or events set forth in Item 304(a)(2)(i) or (ii) of Regulation S-K. Item 7. Financial Statements, Pro Forma Financial Information and Exhibits. (c) Exhibits. Exhibit No. Description of Exhibits ----------- ----------------------- 16.1 Amended Letter from Arthur Andersen LLP regarding change in certifying accountant. 99.1 Press Release disclosing change in certifying accountant issued May 20, 2002, incorporated herein by reference from the Company's Current Report on Form 8-K dated May 20, 2002, as filed with the Securities and Exchange Commission on May 20, 2002. 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 ------------------------ Lawrence R. Hoffman, Chief Financial Officer Date: May 22, 2002 EX-16.1 LETTER RE: C 3 form8-k_exhibit16.txt EXHIBIT 16.1 EXHIBIT 16.1 Arthur Andersen LLP Letterhead Office of Chief Accountant Securities and Exchange Commission 450 Fifth Street, N.W. Washington, D.C. 20549 May 22, 2002 Dear Sir/Madam: We have read the first and second paragraphs of Item 4 included in the Form 8-K dated May 20, 2002 of Cytogen Corporation filed with the Securities and Exchange Commission on May 22, 2002 and are in agreement with the statements contained therein to the extent such statements relate to Arthur Andersen LLP. Very truly yours, /s/ Arthur Andersen LLP Arthur Andersen LLP Cc: Mr. Lawrence R. Hoffman Chief Financial Officer Cytogen Corporation EX-99.1 ADDITIONAL E 4 form8-kexhibit99.txt EXHIBIT 99.1 EXHIBIT 99.1 [Cytogen Corporation] For Immediate Release - -------------------------------------------------------------------------------- Contact: Michael Becker Media Contact: Jim Wetmore Cytogen Corp. Berry & Company Investor Relations and Corporate Communications Public Relations (609) 750-8289 (212) 279-2060 mbecker@cytogen.com jwetmore@berrypr.com - ------------------- -------------------- CYTOGEN CORPORATION APPOINTS KPMG LLP AS AUDITOR PRINCETON, NJ, (May 20, 2002) - Cytogen Corporation (Nasdaq: CYTO) (the "Company") announced today that its Board of Directors has appointed KPMG LLP as the Company's independent auditors for the fiscal year ending December 31, 2002, replacing Arthur Andersen LLP, effective immediately. The decision was made at the recommendation of the Audit Committee of the Company's Board of Directors. Commenting on the change, Dr. H. Joseph Reiser, President and CEO of the Company said, "The appointment of KPMG was made after extensive interviews by the Audit Committee of a number of top-ranked public accounting firms. KPMG was chosen due to its reputation for excellent service, professionalism, industry expertise, and to ensure that the Company's stockholders continue to have the utmost confidence in the integrity of the Company's financial statements. We are confident that KPMG will provide the Company with outstanding support, and we look forward to beginning our audit relationship with them." The decision to change auditors was not the result on any disagreement between the Company and Arthur Andersen on any matter of accounting principles or practices, financial statement disclosures, or auditing scope or procedure. Dr. Reiser added "Arthur Andersen has provided quality service as independent auditors to Cytogen since 1982. Cytogen has valued its relationship with Arthur Andersen and we have high regard for the Arthur Andersen audit team's work ethic and professionalism. However, in light of the current uncertainties at Arthur Andersen, we felt it was in the best interest of our Company and our stockholders to appoint a new independent auditor." About Cytogen Corporation Cytogen Corporation of Princeton, NJ, is a biopharmaceutical company with an established and growing product line in prostate cancer and other areas of oncology. FDA-approved products include ProstaScint(R) (a monoclonal antibody-based imaging agent used to image the extent and spread of prostate cancer); BrachySeed(TM) I-125 and Pd-103 (uniquely designed, next-generation radioactive seed implants for the treatment of localized prostate cancer); and Quadramet(R) (a therapeutic agent marketed for the relief of bone pain in prostate and other types of cancer). Cytogen is evolving a pipeline of oncology product candidates by developing its prostate specific membrane antigen, or PSMA, technologies, which are exclusively licensed from Memorial Sloan-Kettering Cancer Center. For more information, visit www.cytogen.com. About AxCell Biosciences AxCell Biosciences of Newtown, PA, a subsidiary of Cytogen Corporation, is engaged in the research and development of novel biopharmaceutical products using its growing portfolio of functional proteomics solutions and collection of proprietary signal transduction pathway information. Through the systematic and industrialized measurement of protein-to-protein interactions, AxCell is assembling ProChart(TM), a proprietary database of signal transduction pathway information that is relevant in a number of therapeutically important classes of molecules including growth factors, receptors and other potential protein therapeutics or drug targets. AxCell's database content and functional proteomics tools are available on a non- exclusive basis to biotechnology, pharmaceutical and academic researchers. AxCell is expanding and accelerating its research activities to further elucidate the role of novel proteins and pathways in ProChart(TM), through both external collaborations and internal data mining. For additional information on AxCell Biosciences, visit www.axcellbio.com. This press release contains certain "forward-looking" statements within the meaning of the Private Securities Litigation Reform Act of 1995. Information in this press release, which is not historical, is forward looking and involves a number of risks and uncertainties. Investors are cautioned not to put any undue reliance on any forward-looking statement. The Company's actual results may differ materially from the Company's historical results of operations and those discussed in the forward-looking statements for various reasons, including, but not limited to the Company's ability to carry out its business plan, to successfully develop and commercialize acceptance of its products such as ProChart(TM), ability to fund development necessary for existing products and for the pursuit of new product opportunities, the risk of whether products result from development activities, protection of its intellectual property portfolio, ability to integrate in-licensed products such as BrachySeed(TM), ability to establish and successfully complete clinical trials where required for product approval, the risk associated with obtaining the necessary regulatory approvals, shifts in the regulatory environment affecting sale of the Company's products such as third-party payor reimbursement issues, dependence on its partners for development of certain projects, the ability to obtain foreign regulatory approvals for products and to establish marketing arrangements in countries where approval is obtained, and other factors discussed in Form 10-K for the year ended December 31, 2001 and from time-to-time the Company's other filings with the Securities and Exchange Commission. The Company specifically disclaims any intention or duty to update any forward-looking statements, and these statements represent the Company's current outlook only as of the date given. ### -----END PRIVACY-ENHANCED MESSAGE-----