-----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, V3WO/fj5NLCxajkBZAkI0DTvNDA7yHV67Qaxw1bbo9D4BiVVv6/qmsxtAEvj3rfD r4XBB/IbYx63YzI14t4Dvg== 0000950109-96-006365.txt : 19961001 0000950109-96-006365.hdr.sgml : 19961001 ACCESSION NUMBER: 0000950109-96-006365 CONFORMED SUBMISSION TYPE: 424B2 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19960930 SROS: NASD 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: 424B2 SEC ACT: 1933 Act SEC FILE NUMBER: 333-02015 FILM NUMBER: 96637353 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 424B2 1 PROSPECTUS SUPPLEMENT PROSPECTUS SUPPLEMENT File No. 333-02015 (TO PROSPECTUS DATED MARCH 28, 1996) Filed Pursuant to Rule 424(b)(2) under the Securities Act of 1933 913,909 Shares CYTOGEN CORPORATION Common Stock --------------------------- Pursuant to a Stock Purchase Agreement between Cytogen Corporation (the "Company") and a European institutional investor (the "Investor"), dated as of August 27, 1996 (the "Purchase Agreement"), the Company agreed to sell to the Investor 913,909 shares (the "Shares") of common stock, par value $.01 per share (the "Common Stock") for an aggregate purchase price of approximately $5.0 million or $5.471 per share. The price per share equals .925 multiplied by the average closing bid prices reported on Nasdaq during a designated trading period of up to twenty-one business days (the "Purchase Price"). The Company and the Investor have agreed that the purchase and sale of the Shares will occur on or before October 1, 1996. In addition, under the Purchase Agreement, the Company shall have the right to issue and sell to the Investor, on a one time basis, and the Investor will be obligated to purchase, up to an additional $5,000,000 of Common Stock (collectively, the "Put Rights") at a price per share equal to the Purchase Price, unless the total number of shares of Common Stock then beneficially owned by the Investor exceeds 4.9% of the total number of shares of the Common Stock outstanding, after giving effect to the proposed sale and purchase of the shares in question. The Put Rights will expire on December 1, 1996. Persons who participate in the distribution of the Shares may be deemed to be underwriters as the term is defined in the Securities Act of 1933, as amended (the "Securities Act"), and may be subject to the prospectus delivery requirements thereunder. Any discounts or commissions received by them from the Company and any profits on the resale of the Shares by them may be deemed to be underwriting discounts and commissions under the Securities Act. In connection with a letter agreement between the Company and MDDM Capital Partners, Inc. ("MDDM") regarding the retention of MDDM to render advisory services relating to the Company's efforts to secure equity financing from certain financing sources, the Company agreed to pay MDDM 2.5% of the proceeds from the sale of the Shares (plus an additional 1% of the proceeds as a result of certain cost reductions negotiated by MDDM) and reimbursement for certain out-of-pocket expenses incurred by MDDM. On September 26, 1996, the last reported sale price of the Common Stock, as reported on the Nasdaq National Market was $5.5625 per share. ---------------------------------- THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. ----------------------------------
================================================================================ Sales Price Proceeds To Company (1) ----------- ------------------- Per share.............. $ 5.471 $ 5.471 Total.................. $4,999,996.14 $4,999,996.14 ================================================================================
(1) Before deducting the Company's estimated expenses of approximately $25,000 and the fee to MDDM of $175,000 payable by the Company. The date of this Prospectus Supplement is September 30, 1996. DILUTION The net tangible book value per share of the Common Stock at June 30, 1996 was $0.522. Without taking into account any change in the Company's net tangible book value after June 30, 1996, other than giving effect to the issuance and sale of the Shares at $5.471 per share as shown on the cover page (after deducting estimated expenses), the pro forma net tangible book value per share of the Common Stock would have been $0.611. This represents an immediate increase in net tangible pro forma book value per share of $0.089 to present stockholders and an immediate dilution of $4.860 per share to the Investor. The following table illustrates the per share effect of this dilution on the Investor's purchase of Common Stock: Sales price of Common Stock............................... $5.471 Net tangible book value before sale......$0.522 Increase attributable to payments by the Investor.. $0.089 Pro forma net tangible book value after sale /(1)(2)/..... $0.611 Dilution of the Investor.................................. $4.860
RECENT DEVELOPMENTS Fletcher Fund - ------------- On September 6, 1996, pursuant to an Investment Agreement between the Company and Fletcher Fund, L.P., a Delaware limited partnership ("Fletcher Fund"), dated as of September 8, 1995 (as amended, the "Investment Agreement"), the Company sold to Fletcher 225,000 shares of Common Stock at an aggregate purchase price of $1,469,025 or $6.529 per share. Under the Investment Agreement, the Company also has the right to issue and sell to the Investor until December 15, 1996, and the Investor will be obligated to purchase, up to an additional 450,000 shares of Common Stock from time to time (collectively, the "Fletcher Put Rights") at a purchase price per share equal to 101% of the average of the daily volume weighted average price of the Common Stock on the Nasdaq National Market during (a) a designated twenty-one business day period or (b) the last three business days of said designated twenty-one business day period, whichever is less. Targon Corporation - ------------------ On September 26, 1996, the Company entered into a Joint Development and Operating Agreement with Elan Corporation plc ("Elan") regarding the formation and operation of a newly formed joint venture company called Targon Corporation ("Targon"). Targon will concentrate on the development, registration, manufacturing and commercialization of differentiated oncology products. In connection with the formation of the new company, the Company sold to Elan International Services, Ltd., a Bermuda corporation ("EIS"), 932,535 shares of Common Stock of the Company for an aggregate purchase price of $5 million. The Company used these proceeds to fund its obligation to contribute $5 million in cash to Targon. The Company also sold to EIS 1,000 shares of a new Series A Preferred Stock of the Company for $15 million. The Company also contributed the proceeds of this sale to Targon along with certain technology owned by the Company. Initially, Targon Corporation will be wholly-owned by the Company. However, EIS has the right to exchange its shares of the Company's Series A Preferred Stock for one-half of the Company's interest in Targon. If EIS exercises this exchange right, then the Company and EIS will be equal owners of Targon. If EIS exercises the exchange right it will receive a warrant to purchase up to 1 million shares of Common Stock of the Company at exercise prices (based on the time of exercise) between $8.40 to $14.00 over time. EIS also has the right to convert its shares of Series A Preferred Stock into a maximum of 1,785,715 shares of the Company's Common Stock (reducing over time, based on the time of conversion). If EIS exercises its conversion right, then the Company will retain its full ownership of Targon. Targon used $10 million of the amount contributed to it by the Company to purchase two products, EL530 and EL532, from Advanced Therapeutic Systems, Inc. If EIS exercises its right to convert its shares of Series A Preferred Stock into Common Stock of the Company, rather than stock of Targon, then Elan generally will be required to purchase from Targon the EL530 and EL532 products for $10 million plus a royalty on sales of the products. _______________________ 1. Excludes 4,291,342 shares of Common Stock issuable upon exercise of outstanding warrants, approximately 3,142,103 shares of Common Stock issuable upon the exercise of outstanding stock options, and any shares issuable upon conversion of the Series A Preferred Stock and the exercise of the Put Rights and the Fletcher Put Rights described above. 2 The above calculation does not give effect to the sale of 225,000 shares of Common Stock to Fletcher Fund or the sale of 932,535 shares of Common Stock to EIS described above. The effect of the sale of those shares is to increase the pro forma net tangible book value by $0.114 per share to $0.725 per share.
-----END PRIVACY-ENHANCED MESSAGE-----