-----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, VX0zX3hILDHgTLGdX+n3F1sodzRijoV1Z9/csFu0jN3WfCbsLbTFyRjltnnDEEeN D98tTUYfCeT5nfnyM337ZA== 0000725058-03-000024.txt : 20030714 0000725058-03-000024.hdr.sgml : 20030714 20030714144257 ACCESSION NUMBER: 0000725058-03-000024 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20030714 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20030714 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 SEC ACT: 1934 Act SEC FILE NUMBER: 000-14879 FILM NUMBER: 03785236 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 1 form8k071403.txt FORM 8-K DATED JULY 14, 2003 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 --------------------------------------- FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): July 14, 2003 ------------- CYTOGEN CORPORATION ------------------------------------------------------ (Exact Name of Registrant as Specified in Charter) Delaware 000-14879 222322400 - ---------------------------- ------------------------ -------------------- (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 - ---------------------------------------------------------- --------------- (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code: (609) 750-8200 -------------- ITEM 5. OTHER EVENTS AND REQUIRED FD DISCLOSURE. In June 1999, Progenics Pharmaceuticals, Inc. and Cytogen Corporation (collectively, the "Members") formed a joint venture in the form of a mutually owned limited liability company (the "JV") for the purpose of conducting research, development, manufacturing and marketing for products relating to prostate-specific membrane antigen. As previously disclosed, the Members had been negotiating the 2003 annual budget for the joint venture and the terms of a new services agreement pursuant to which the Members would provide research, development and related services to the JV. In July 2003, the Members: (i) agreed to an updated work plan governing the activities of the JV for the remainder of 2003, including the execution of various third-party contracts; (ii) agreed to a budget for the JV's operations for 2003 and related capital contributions of the parties; and (iii) agreed to an amended services agreement pursuant to which the Members will provide research, development and related services for the remainder of 2003. The JV work plan, budget, and other operational and financial matters relating to periods after 2003 will require the further agreement of the Members. On July 14, 2003, the Members issued a joint press release announcing the above referenced agreements. Such press release 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 ----------- ----------- 99.1 Press release dated July 14, 2003. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this current report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized. CYTOGEN CORPORATION By: /s/ Michael D. Becker ---------------------------------------- Michael D. Becker President and Chief Executive Officer Dated: July 14, 2003 EXHIBIT INDEX Exhibit No. Description ----------- ----------- 99.1 Press release dated July 14, 2003. EX-99 3 exhibit071403.txt EXHIBIT 99.1 PROGENICS PHARMACEUTICALS UPDATE EXHIBIT 99.1 [PROGENICS LOGO] Progenics Pharmaceuticals, Inc. 777 Old Saw Mill River Road Tarrytown, New York 10591 Fax: (914)789-2817 (914)789-2800 www.progenics.com Contact: Progenics Pharmaceuticals, Inc. Cytogen Corporation Richard W. Krawiec, Ph.D. Stacy Shearer VP, Investor Relations Investor Relations and Corporate Communications (609) 750-8289 (914) 789-2800 sshearer@cytogen.com rkrawiec@progenics.com PROGENICS PHARMACEUTICALS AND CYTOGEN CORPORATION PROVIDE UPDATE ON JOINT VENTURE TARRYTOWN, NY and PRINCETON, NJ - July 14, 2003 - Progenics Pharmaceuticals, Inc. (Nasdaq: PGNX) and Cytogen Corporation (Nasdaq: CYTO) today provided an update regarding their PSMA Development Company LLC joint venture. In June 1999, Progenics Pharmaceuticals, Inc. and Cytogen Corporation (collectively, the Members) formed a joint venture in the form of a mutually owned limited liability company (the JV) for the purpose of conducting research, development, manufacturing and marketing for products relating to prostate-specific membrane antigen (PSMA). The product candidates currently under development include: - a novel therapeutic prostate cancer vaccine utilizing the PSMA protein and an adjuvant, for which the joint venture announced the initiation of a phase 1 clinical trial in December 2002; - a therapeutic vaccine that utilizes a viral vector designed to deliver the PSMA gene to immune system cells in order to generate a potent and specific dual-immune response, eliciting both antibodies and killer T cells directed to prostate cancer cells, for which the joint venture anticipates initiating phase 1 clinical studies in the first half of 2004; and - novel human monoclonal antibodies which bind to PSMA, for which the joint venture expect to begin clinical studies in 2004. As previously disclosed, the Members had been negotiating the 2003 annual budget for the joint venture and the terms of a new services agreement pursuant to which the Members would provide research, development and related services to the JV. In July 2003, the Members: - agreed to an updated work plan governing the activities of the JV for the remainder of 2003, including the execution of various third-party contracts; - agreed to a budget for the JV's operations for 2003 and related capital contributions of the parties; and - agreed to an amended services agreement pursuant to which the Members will provide research, development and related services for the remainder of 2003. The JV work plan, budget, and other operational and financial matters relating to periods after 2003 will require the further agreement of the Members. PROGENICS PHARMACEUTICALS, INC. of Tarrytown, NY, is a biopharmaceutical company focusing on the development and commercialization of innovative therapeutic products to treat the unmet medical needs of patients with debilitating conditions and life-threatening diseases. The Company applies its expertise in immunology and molecular biology to develop biopharmaceuticals to fight viral diseases, such as human immunodeficiency virus (HIV) infection, and cancers, including malignant melanoma and prostate cancer. In symptom management and supportive care, therapies are being developed to provide patients with an improved quality of life. Progenics' most clinically advanced -more- product is methylnaltrexone, a compound in phase 3 clinical testing that is designed to block the debilitating side effects of opioid analgesics without interfering with pain palliation. The Company is conducting multi-dose phase 2 clinical trials with its lead HIV product, PRO 542, a viral-entry inhibitor and is in preclinical development with PRO 140 and other follow-on product candidates in HIV infection. The Company is developing cancer immunotherapies based on PSMA (prostate-specific membrane antigen) technology and currently is conducting phase-1 clinical studies of a therapeutic prostate cancer vaccine. GMK is a cancer vaccine in phase 3 clinical trials for the treatment of malignant melanoma. CYTOGEN CORPORATION of Princeton, NJ is a product-driven, oncology-focused biopharmaceutical company. Cytogen markets proprietary and licensed oncology products through its in-house specialty sales force: PROSTASCINT(R) (a monoclonal antibody-based imaging agent used to image the extent and spread of prostate cancer) and NMP22(R) BladderChek(TM) (a point-of-care, in vitro diagnostic test for bladder cancer). Cytogen has also developed QUADRAMET(R), a skeletal targeting therapeutic radiopharmaceutical for the relief of bone pain in prostate and other types of cancer. Cytogen has exclusive U.S. marketing rights to Combidex(R), an ultrasmall superparamagnetic iron oxide contrast agent for magnetic resonance imaging of lymph nodes that is pending clearance by the U.S. Food and Drug Administration. Cytogen's pipeline comprises product candidates at various stages of clinical development, including fully human monoclonal antibodies and cancer vaccines based on PSMA (prostate specific membrane antigen) technology, which was exclusively licensed from Memorial Sloan-Kettering Cancer Center. Cytogen also conducts research in cellular signaling through its AxCell Biosciences research division in Newtown, PA. For more information, please visit the Company's website at www.cytogen.com, which is not part of this press release. DISCLOSURE NOTICE: The information contained in this document is current as of July 14 , 2003. This press release contains forward-looking statements. Any statements contained herein that are not statements of historical fact may be forward-looking statements. When the Companies use the words 'anticipates,' 'plans,' 'expects' and similar expressions they are identifying forward-looking statements. Such forward-looking statements involve risks and uncertainties which may cause the Companies' actual results, performance or achievements to be materially different from those expressed or implied by forward-looking statements. Such factors include, among others, the uncertainties associated with product development, the risk that clinical trials will not commence when or proceed as planned, the risks and uncertainties associated with dependence upon the actions of the Companies' corporate, academic and other collaborators and of government regulatory agencies, the risk that products that appear promising in early clinical trials do not demonstrate efficacy in larger-scale clinical trials, the uncertainty of future profitability and other factors set forth more fully in the Companies' Annual Reports on Form 10-K for the fiscal year ended December 31, 2002 and other periodic filings with the Securities and Exchange Commission to which investors are referred for further information. In particular, the Companies cannot assure you that any of the their programs will result in a commercial product. The Companies do not have a policy of updating or revising forward-looking statements and assume no obligation to update any forward-looking statements contained in this document as a result of the new information or future events or developments. Thus it should not be assumed that the Companies' silence over time means that actual events are bearing out as expressed or implied in such forward-looking statements. ### Editor's Note: - -------------- Additional information regarding Cytogen and Progenics is available at www.cytogen.com and www.progenics.com. -----END PRIVACY-ENHANCED MESSAGE-----