-----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, Ecjq7xXdbjjSqB+HDu8aWuPTkeyOEr4p5EDY5JD3IVIipdOS4u9uRFxArLs20iY2 +xXuEgn422NZrTcOCMj+qA== 0000903100-03-000086.txt : 20030409 0000903100-03-000086.hdr.sgml : 20030409 20030409165328 ACCESSION NUMBER: 0000903100-03-000086 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20030408 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20030409 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: 03644341 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 form8k.txt FORM 8-K CYTOGEN CORPORATION SECURITIES AND EXCHANGE COMMISSION Washington, DC 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 8, 2003 ------------- 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.) 650 College Road East, Suite 3100, 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 5. OTHER EVENTS. On April 8, 2003, Cytogen Corporation (the "Company") announced the amicable resolution of all open matters with Draximage Inc. ("Draximage"), the radiopharmaceutical subsidiary of DRAXIS Health Inc., as well as the termination of the Company's License and Distribution Agreement and Product Manufacturing and Supply Agreement with Draximage, with respect to both of DRAXIS' BrachySeed(TM) I-125 and BrachySeed(TM) Pd-103 products. The Company and Draximage have also agreed to maintain the confidentiality of each other's proprietary information, released each other from all other liability with respect to any claims under such agreements, and agreed to certain indemnification obligations with respect to third party claims. 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 of the Company dated April 8, 2003 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 Date: April 9, 2003 EX-99 3 press_release-4903.txt PRESS RLEASE OF THE COMPANY DATED 4/8/2003 COMPANY CONTACT: Cytogen Corporation Stacy Shearer Investor Relations (609) 750-8289 sshearer@cytogen.com CYTOGEN AND DRAXIMAGE AGREE TO TERMINATE BRACHYSEED AGREEMENTS PRINCETON, N.J., (APRIL 8, 2003) -- Cytogen Corporation (Nasdaq: CYTO), a product-driven, oncology-focused biopharmaceutical company, today announced the amicable resolution of all open matters with DRAXIMAGE Inc., the radiopharmaceutical subsidiary of DRAXIS Health Inc. (TSX: DAX, Nasdaq: DRAX). On December 5, 2000, Cytogen and DRAXIMAGE entered into a License and Distribution Agreement and a Product Manufacturing and Supply Agreement (the "BrachySeed Agreements") with respect to both of DRAXIS' BrachySeed(TM) I-125 and BrachySeed(TM) Pd-103 products. Subsequently, the parties have mutually agreed to terminate the BrachySeed Agreements, maintain the confidentiality of each other's proprietary information and have released each other from all other liability with respect to any claims under such agreements. The parties have also agreed to certain indemnification obligations with respect to third party claims. Cytogen and DRAXIMAGE are coordinating efforts for an orderly transition of the brachytherapy business in order to assure that customer service can be maintained and that no patient care is disrupted as a result of the changeover. "We believe this resolution meets the objectives of both companies and allows each of our management teams to focus on continuing to build our respective businesses," said Michael D. Becker, president and chief executive officer of Cytogen Corporation. "Cytogen will now focus on its proprietary and licensed products, such as ProstaScint(R), Quadramet(R) and NMP22(R) BladderChek(TM), as well as late-stage opportunities, such as Combidex(R), and our evolving development pipeline based on prostate specific membrane antigen." About Cytogen Corporation 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, for which the company receives royalties on product sales through Berlex Laboratories, the U.S. affiliate of Schering AG Germany, which markets the product in the United States. Cytogen has exclusive U.S. marketing rights to Combidex(R), an ultrasmall superparamagnetic iron oxide contrast agent for magnetic resonance imaging of lymph nodes. 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 cell 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. 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. THE WORDS "ANTICIPATES," "BELIEVES," "ESTIMATES," "EXPECTS," "INTENDS," "MAY," "PLANS," "PROJECTS," "WILL," "WOULD" AND SIMILAR EXPRESSIONS ARE INTENDED TO IDENTIFY FORWARD-LOOKING STATEMENTS, ALTHOUGH NOT ALL FORWARD-LOOKING STATEMENTS CONTAIN THESE IDENTIFYING WORDS. 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. THE COMPANY CANNOT GUARANTEE THAT THE COMPANY WILL ACTUALLY ACHIEVE THE PLANS, INTENTIONS OR EXPECTATIONS DISCLOSED IN ANY SUCH FORWARD-LOOKING STATEMENTS. 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 AND FINANCIAL PLANS, TO DETERMINE AND IMPLEMENT THE APPROPRIATE STRATEGIC INITIATIVE FOR ITS AXCELL BIOSCIENCES SUBSIDIARY, TO FUND DEVELOPMENT NECESSARY FOR EXISTING PRODUCTS AND TO PURSUE 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 NMP22(R) BLADDERCHEK(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 SALES OF THE COMPANY'S PRODUCTS SUCH AS THIRD-PARTY PAYOR REIMBURSEMENT ISSUES, DEPENDENCE ON THE COMPANY'S 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 THE COMPANY'S FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 2002 AND FROM TIME-TO-TIME IN THE COMPANY'S OTHER FILINGS WITH THE SECURITIES AND EXCHANGE COMMISSION. ANY FORWARD-LOOKING STATEMENTS MADE BY THE COMPANY DO NOT REFLECT THE POTENTIAL IMPACT OF ANY FUTURE ACQUISITIONS, MERGERS, DISPOSITIONS, JOINT VENTURES OR INVESTMENTS THE COMPANY MAY MAKE. THE COMPANY DOES NOT ASSUME, AND SPECIFICALLY DISCLAIMS, ANY OBLIGATION 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-----