-----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, Nm+/H8hoio0866u5M4IjIUilbA8KWHxO18nLjsqaMzCTq29o6RmmmXlKQiwha5dt 89xcPWDTRFocL67Ce00jDA== 0000725058-06-000023.txt : 20060426 0000725058-06-000023.hdr.sgml : 20060426 20060426124937 ACCESSION NUMBER: 0000725058-06-000023 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060426 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Completion of Acquisition or Disposition of Assets ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060426 DATE AS OF CHANGE: 20060426 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: 06780396 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 form8k_progenics042606.txt FORM 8-K - FOR PROGENICS SALE 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): April 20, 2006 -------------- 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 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT On April 20, 2006, Cytogen Corporation ("Cytogen") announced that it had entered into a Membership Interest Purchase Agreement (the "Purchase Agreement") with Progenics Pharmaceuticals, Inc. ("Progenics") providing for the sale to Progenics of Cytogen's 50% ownership interest in PSMA Development Company LLC ("PDC"), Cytogen's joint venture with Progenics for the development of in vivo cancer immunotherapies based on prostate-specific membrane antigen (PSMA). In addition, on April 20, 2006, Cytogen entered into an Amended and Restated PSMA/PSMP License Agreement (the "License Agreement") with Progenics and PDC pursuant to which Cytogen licensed PDC rights in the Field, as such term is defined in the License Agreement. Under the terms of such agreements, Cytogen sold its 50% interest in PDC to Progenics for an upfront cash payment of $13.2 million, potential future milestone payments totaling up to $52 million payable upon regulatory approval and commercialization of PDC products, and an undisclosed royalty on future PDC product sales. Attached hereto and incorporated by reference herein as Exhibit 99.1 is a copy of the related press release of Cytogen, dated April 24, 2006. A copy of the License Agreement and the Purchase Agreement will be filed as exhibits to Cytogen's upcoming quarterly Report on Form 10-Q for the quarter ended March 31, 2006. ITEM 2.01 COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS On April 20, 2006, Cytogen entered into the Purchase Agreement with Progenics providing for the sale to Progenics of the Company's 50% ownership interest in PDC, the company's joint venture with Progenics for the development of in vivo cancer immunotherapies based on PSMA. Cytogen sold its 50% interest in the LLC to Progenics in exchange for the payment of $13.2 million in cash to Cytogen. Attached hereto and incorporated by reference herein as Exhibit 99.1 is a copy of the related press release of Cytogen, dated April 24, 2006. A copy of the Purchase Agreement will be filed as an exhibit to the Company's upcoming quarterly Report on Form 10-Q for the quarter ended March 31, 2006. The Company will file pro forma financial information on an amendment to this Form 8-K. ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS (d) Exhibits. Exhibit No. Description ----------- ----------- 99.1 Press Release of Cytogen dated April 24, 2006. 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: April 26, 2006 EXHIBIT INDEX Exhibit No. Description ----------- ----------- 99.1 Press Release of Cytogen dated April 24, 2006. EX-99 2 prog_press-release042606.txt EXHIBIT 99.1 PRESS RELEASE DATED 42406 [GRAPHIC OMITTED][GRAPHIC OMITTED] Media/Investors contact: Jonathan Fassberg The Trout Group (212) 477-9007 x16 CYTOGEN SELLS OWNERSHIP IN PSMA DEVELOPMENT JOINT VENTURE TO PROGENICS Terms include upfront cash and milestone payments to Cytogen potentially totaling more than $65 million. PRINCETON, N.J., (APRIL 24, 2006) -- Cytogen Corporation (NASDAQ: CYTO) today announced the sale of its 50% ownership interest in PSMA Development Company LLC (PDC), the company's joint venture with Progenics Pharmaceuticals, Inc. (NASDAQ: PGNX) for the development of in vivo cancer immunotherapies based on prostate-specific membrane antigen (PSMA). Under the terms of the agreement, Cytogen sold its 50% interest in PDC to Progenics for an upfront cash payment of $13.2 million, potential future milestone payments totaling up to $52 million payable upon regulatory approval and commercialization of PDC products, and an undisclosed royalty on future PDC product sales. Cytogen will no longer be responsible for funding PDC. In 2005, Cytogen's share of the loss associated with PDC was $3.18 million. "PSMA is an important and broadly studied target, and the terms of our agreement with Progenics reflect both companies' recognition of the potential value of PSMA products," said Michael D. Becker, president and chief executive officer of Cytogen. "Through this transaction, Cytogen realizes an attractive valuation for its 50% ownership in PDC and retains a financial interest in PDC's future success. In addition, we retain the right to develop our CYT-500 radiolabeled antibody program. The agreement also reduces Cytogen's investment in early-stage projects and provides additional capital to support our core commercial business strategy." About PSMA PSMA is a protein abundantly expressed on the surface of prostate cancer cells, with an increased expression in high-grade cancers, metastatic disease and hormone-refractory prostate cancer. PSMA is also present at high levels on the newly formed blood vessels, or neovasculature, needed for the growth and survival of many solid tumors. In contrast to other prostate-related antigens such as prostate-specific antigen (PSA), prostatic acid phosphatase (PAP) and prostate secretory protein, PSMA is a membrane glycoprotein that is not secreted. These unique attributes make PSMA an excellent target for monoclonal antibody diagnostic and therapeutic options in prostate and potentially other cancers. About CYT-500 In April 2006, Cytogen announced the submission of an Investigational New Drug (IND) application to the U.S. Food and Drug Administration (FDA) for CYT-500, the company's lead therapeutic candidate targeting PSMA. Subject to FDA acceptance and Institutional Review Board (IRB) approval at the planned clinical site, Cytogen expects to begin the first U.S. Phase I clinical trial of CYT-500 in patients with hormone-refractory prostate cancer. CYT-500 incorporates the same monoclonal antibody utilized in Cytogen's PROSTASCINT(R) (capromab pendetide) molecular imaging agent, but is linked to a therapeutic as opposed to an imaging payload. This novel product candidate is designed to enable targeted delivery of a cytotoxic agent to PSMA-expressing cells. Cytogen retains full and exclusive development rights to CYT-500. ABOUT CYTOGEN CORPORATION - ------------------------- Founded in 1980, Cytogen Corporation of Princeton, NJ is a biopharmaceutical company dedicated to improving the lives of patients with cancer by acquiring, developing and commercializing innovative molecules targeting the sites and stages of cancer progression. Cytogen's marketed products include QUADRAMET(R) (samarium Sm-153 lexidronam injection) and PROSTASCINT(R) (capromab pendetide) kit for the preparation of Indium In-111 capromab pendetide in the United States. Cytogen's development pipeline includes CYT-500, a therapeutic radiolabeled antibody targeting prostate-specific membrane antigen (PSMA), a protein highly expressed on the surface of prostate cancer cells and the neovasculature of solid tumors. Cytogen also has exclusive United States marketing rights to COMBIDEX(R) (ferumoxtran-10) for all applications, and the exclusive right to market and sell ferumoxytol (previously Code 7228) for oncology applications in the United States. Full prescribing information for the Company's products is available at www.cytogen.com or by calling 800-833-3533. For more information, please visit the Company's website at www.cytogen.com, which is not part of this press release. This press release contains certain "forward-looking" statements within the meaning of the Private Securities Litigation Reform Act of 1995 and Section 21E of the Securities Exchange Act of 1934, as amended. All statements, other than statements of historical facts, included in this press release regarding our strategy, future operations, financial position, future revenues, projected costs, prospects, plans and objectives of management are forward-looking statements. Such forward-looking statements involve a number of risks and uncertainties and investors are cautioned not to put any undue reliance on any forward-looking statement. There are a number of important factors that could cause Cytogen's results to differ materially from those indicated by such forward-looking statements. In particular, Cytogen's business is subject to a number of significant risks, which include, but are not limited to: the risk of obtaining additional capital; the risk of obtaining the necessary regulatory approvals; the risk of whether products result from development activities; the risk of shifts in the regulatory environment affecting sales of Cytogen's products such as third-party payor reimbursement issues; the risk associated with Cytogen's dependence on its partners for development of certain projects, as well as other factors expressed from time to time in Cytogen's periodic filings with the Securities and Exchange Commission (the "SEC"). As a result, this press release should be read in conjunction with Cytogen's periodic filings with the SEC. The forward-looking statements contained herein are made only as of the date of this press release, and Cytogen undertakes no obligation to publicly update such forward-looking statements to reflect subsequent events or circumstances. ### -----END PRIVACY-ENHANCED MESSAGE-----