UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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
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CYTOGEN CORPORATION
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(Exact Name of Registrant as Specified in Charter)
Delaware 000-14879 22-2322400
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(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
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (609) 750-8200
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(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
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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
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Michael D. Becker
President and Chief Executive Officer
Dated: April 26, 2006
EXHIBIT INDEX
Exhibit No. Description
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99.1 Press Release of Cytogen dated April 24, 2006.