-----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, EZo2BSyOE9M6IiNOEa4hEPQDQFqWTEUhymfczPx6aObrqs/iR/IuJ9DYyQ1wZfSF QC/9MfNp8zkIKMKoWGMlRg== 0000725058-04-000039.txt : 20040902 0000725058-04-000039.hdr.sgml : 20040902 20040902105937 ACCESSION NUMBER: 0000725058-04-000039 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040901 ITEM INFORMATION: Material Modifications to Rights of Security Holders ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20040902 DATE AS OF CHANGE: 20040902 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CYTOGEN CORP CENTRAL INDEX KEY: 0000725058 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] 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: 041012707 BUSINESS ADDRESS: STREET 1: 650 COLLEGE RD EAST STE 3100 CITY: PRINCETON STATE: NJ ZIP: 08540 BUSINESS PHONE: 6099878200 MAIL ADDRESS: STREET 1: 650 COLLEGE RD EAST STE 3100 CITY: PRINCETON STATE: NJ ZIP: 08540 8-K 1 form8-k_090104.txt FORM 8-K 09/01/04 UNITED STATES 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): September 1, 2004 ----------------- CYTOGEN CORPORATION -------------------------------------------------------------- (Exact Name of Registrant as Specified in Charter) Delaware 000-14879 22-2322400 - ---------------------------- ------------------------ ------------------- (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 -------------- - -------------------------------------------------------------------------------- (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 3.03 MATERIAL MODIFICATION TO RIGHTS OF SECURITY HOLDERS. Effective September 1, 2004, American Stock Transfer & Trust Company ("AST"), located at 59 Maiden Lane, Plaza Level, New York, NY 10038, telephone number (718) 921-8200, was appointed as the new registrar and transfer agent for Cytogen Corporation (the "Company"), replacing Mellon Investor Services LLC ("Mellon"). In connection with the Company's engagement of AST, the Company executed an Agreement for Substitution and Amendment of Rights Agreement with AST, dated as of September 1, 2004 (the "Substitution Agreement"), pursuant to which, among other things, AST shall replace Mellon as rights agent under the Company's Rights Agreement, as amended to date. The full text of the Substitution Agreement is attached hereto as Exhibit 4.1 to this Current Report on Form 8-K and is incorporated herein by reference. The foregoing description of the Substitution Agreement is qualified in its entirety by reference to such Exhibit. ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS (c) Exhibits. Exhibit No. Description ----------- ----------- 4.1 Agreement for Substitution and Amendment of Rights Agreement by and between the Company and American Stock Transfer & Trust Company dated as of September 1, 2004. 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 ----------------------------- Michael D. Becker President and Chief Executive Officer Dated: September 2, 2004 EXHIBIT INDEX Exhibit No. Description ----------- ----------- 4.1 Agreement for Substitution and Amendment of Rights Agreement by and between the Company and American Stock Transfer & Trust Company dated as of September 1, 2004. EX-4 2 exhibit4_1.txt EXHIBIT 4.1 - AGREEMENT FOR SUBSTITUTION AGREEMENT OF SUBSTITUTION AND AMENDMENT OF RIGHTS AGREEMENT This Agreement of Substitution and Amendment is entered into as of the 1st day of September, 2004 by and between Cytogen Corporation, a Delaware corporation (the "Company") and American Stock Transfer & Trust Company, a New York banking corporation ("AST"). RECITALS A. On or about October 19, 1998, the Company entered into an Amended and Restated Rights Agreement (the "Rights Agreement") with Mellon Investor Services LLC, formerly ChaseMellon Shareholder Services, L.L.C. (the "Predecessor Agent") as rights agent. B. The Company wishes to remove the Predecessor Agent and substitute AST as rights agent pursuant to Section 21 of the Rights Agreement. C. The Company has given the Predecessor Agent notice of removal of the Predecessor Agent as rights agent. AGREEMENT NOW THEREFORE, in consideration of the foregoing and of other consideration, the sufficiency of which is hereby acknowledged, the parties agree as follows: 1. Section 21 of the Rights Agreement is hereby amended to provide that any successor rights agent shall, at the time of its appointment as rights agent, have a combined capital and surplus of at least $10 million, rather than $50 million. 2. The Company hereby appoints AST as rights agent pursuant to Section 21 of the Rights Agreement, to serve in that capacity for the consideration and subject to all of the terms and conditions of the Rights Agreement. 3. AST hereby accepts the appointment as rights agent pursuant to Section 21 of the Rights Agreement and agrees to serve in that capacity for the consideration and subject to all of the terms and conditions of the Rights Agreement. 4. From and after the effective date hereof, each and every reference in the Rights Agreement to a "Rights Agent" shall be deemed to be a reference to AST. 5. Section 26 of the Rights Agreement is amended to provide that notices or demands shall be addressed as follows (until another address is filed): If to the Company: Cytogen Corporation 650 College Road East, Suite 3100 Princeton, NJ 08540 Attn: Donald L. Novajosky, Esq. If to AST: American Stock Transfer & Trust Company 59 Maiden Lane New York, NY 10038 Attention: Corporate Trust Department 6. Except as expressly modified herein, the Rights Agreement shall remain in full force and effect. 7. This Agreement of Substitution and Amendment may be executed in one or more counterparts, each of which shall together constitute one and the same document. * * * * * * * * IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed as of the date indicated above. CYTOGEN CORPORATION AMERICAN STOCK TRANSFER & TRUST COMPANY /s/ Michael D. Becker /s/ Herbert J. Lemmer - ------------------------------------- ------------------------------------ Michael D. Becker, Herbert J. Lemmer, President and Chief Executive Officer Vice President -----END PRIVACY-ENHANCED MESSAGE-----