SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 11-K
ANNUAL REPORT
PURSUANT TO SECTION 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934
(Mark One)
[ X ] ANNUAL REPORT PURSUANT TO SECTION 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2001
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from ____________ to ____________
Commission File Number 000-14879
A. Full title of the plan and the address of the plan, if
different from that of the issuer named below:
CYTOGEN RETIREMENT SAVINGS PLAN
B. Name of issuer of the securities held pursuant to the plan
and the address of its principal executive office:
CYTOGEN CORPORATION
600 COLLEGE ROAD EAST CN-5308
PRINCETON, NJ 08540-5308
(609)750-8200
CYTOGEN RETIREMENT SAVINGS PLAN
INDEX TO FINANCIAL STATEMENTS AND SCHEDULE
DECEMBER 31, 2001
Page No.
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Required Information....................................................2
Independent Auditors' Report - KPMG.....................................3
Report of Independent Public Accountants - Arthur Andersen LLP..........4
Financial Statements:
Statements of Net Assets Available for Plan Benefits
As of December 31, 2001 and 2000..................................5
Statement of Changes in Net Assets Available for Plan Benefits
For the Year Ended December 31, 2001..............................6
Notes to Financial Statements...........................................7
Supplemental Schedule:
Schedule H, Part IV, Item i - Schedule of Assets
Held for Investment Purposes
As of December 31, 2001..........................................11
Signature..............................................................12
Exhibit 23 - Independent Auditors' Consent.............................13
1
REQUIRED INFORMATION
1. Financial Statements and Schedule of the Cytogen Retirement Savings Plan
prepared in accordance with the financial reporting requirements of the
Employee Retirement Income Security Act of 1974, as amended.
Exhibit 23. Consent of KPMG LLP.
2
Independent Auditors' Report
To the Plan Administrator
Cytogen Retirement Savings Plan:
We have audited the accompanying statement of net assets available for plan
benefits of Cytogen Retirement Savings Plan (the Plan) as of December 31, 2001,
and the related statement of changes in net assets available for plan benefits
for the year ended December 31, 2001. These financial statements are the
responsibility of the Plan's management. Our responsibility is to express an
opinion on these financial statements based on our audit.
We conducted our audit in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for plan benefits of the Plan as
of December 31, 2001, and the changes in net assets available for plan
benefits for the year ended December 31, 2001, in conformity with accounting
principles generally accepted in the United States of America.
Our audit was performed for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedule is presented
for the purpose of additional analysis and is not a required part of the basic
financial statements, but is supplemntary information required by the Department
of Labor's Rules and Regulations for Reporting and Disclosure under the Employee
Retirement Income Security Act of 1974. This supplemental schedule has been
subjected to the auditing procedures applied in the audit of the basic financial
statements and, in our opinion, is fairly stated in all material respects in
relation to the basic financial statements taken as a whole.
/s/ KPMG LLP
--------------------------
Princeton, New Jersey
June 20, 2002
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THE FOLLOWING AUDIT REPORT IS A COPY OF THE REPORT PREVIOUSLY ISSUED BY ARTHUR
ANDERSEN LLP ON JULY 23, 2001. THIS REPORT HAS NOT BEEN REISSUED BY ARTHUR
ANDERSEN LLP.
Report of Independent Public Accountants
To the Plan Administrator of
Cytogen Retirement Savings Plan:
We have audited the accompanying statements of net assets available for benefits
of Cytogen Retirement Savings Plan ("the Plan") as of December 31, 2000 and
1999, and the related statement of changes in net assets available for benefits,
and supplemental schedules, for the year ended December 31, 2000. These
financial statements and supplemental schedules are the responsibility of the
Plan's management. Our responsibility is to express an opinion on these
financial statements based on our audits.
We conducted our audits in accordance with auditing standards generally accepted
in the United States. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for benefits of the Plan as of
December 31, 2000 and 1999, and the changes in its net assets available for
benefits, and supplemental schedules, for the year ended December 31, 2000, in
conformity with accounting principles generally accepted in the United States.
/s/ Arthur Andersen LLP
-------------------------
Philadelphia, Pennsylvania
July 23, 2001
4
CYTOGEN RETIREMENT SAVINGS PLAN
Statements of Net Assets Available for Plan Benefits
December 31, 2001 and 2000
2001 2000
----------- -----------
Assets:
Investments $ 5,266,813 $ 7,486,678
Participant's contribution receivable 16,990 14,553
Employer contribution receivable 47,510 55,909
----------- -----------
Net assets available for plan benefits $ 5,331,313 $ 7,557,140
=========== ===========
See accompanying notes to financial statements.
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CYTOGEN RETIREMENT SAVINGS PLAN
Statement of Changes in Net Assets Available for Plan Benefits
Year Ended December 31, 2001
Net assets available for plan benefits, beginning of year $ 7,557,140
Additions:
Investment income:
Interest and dividends 107,263
Interest income from loans 1,891
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109,154
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Contributions:
Participant 373,167
Employer 139,946
Rollovers 176,470
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689,583
--------------
Total additions 798,737
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Deductions:
Net depreciation in fair value of investments (1,250,678)
Benefits paid to participants (1,773,886)
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Total deductions (3,024,564)
--------------
Net decrease (2,225,827)
--------------
Net assets available for plan benefits, end of year $ 5,331,313
==============
See accompanying notes to financial statements.
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CYTOGEN RETIREMENT SAVINGS PLAN
Notes to Financial Statements
December 31, 2001
(1) Description of the Plan
(a) Organization
The Cytogen Retirement Savings Plan (the Plan) is a defined
contribution plan for the employees of Cytogen Corporation (the
Employer or the Company) that was established on December 15,
1986. The Plan is governed by the provisions of the Employee
Retirement Income Security Act of 1974 (ERISA), as amended, and
is intended to comply with Sections 401(a) and 401(k) of the
Internal Revenue Code (IRC).
The following description of the Plan provides only general
information. Participants should refer to the Plan document for a
more complete description of the Plan's provisions.
(b) Eligibility
Each employee shall become eligible to participate within the
Plan as of the date when the employee attains the age of 21 years
and has completed one month of service.
(c) Administration
The Employer designates a person or persons to serve as
administrator under the Plan, who shall perform all such duties
as are necessary to operate, administer, and manage the Plan. The
expenses necessary to administer the Plan shall be borne by the
Employer, including necessary professional assistance.
(d) Contributions
Each active participant may enter into a written salary deferral
agreement with the Employer in which the employee may elect to
defer an amount from 1% to 15% of his or her compensation.
Beginning January 1, 2002, the employee limitation was increased.
The Employer, at its discretion, may make a matching
contribution in an amount up to 50% of the employee contribution,
not to exceed limitations set forth by the Plan. The Employer may
also make an annual Employer discretionary contribution under the
Plan in an amount that the Employer's Board of Directors shall
determine by resolution. The allocation of this discretionary
contribution shall be made in the proportion that the
compensation paid to each participant during the Plan year bears
to the compensation paid to all such participants, subject to
limitation set forth by the Plan. The Employer has the ability
to make discretionary matching contributions in cash or Cytogen
Common Stock.
The Plan also permits the rollover of cash transferred from other
employee benefit plans which are qualified under the IRC.
Rollovers of cash are included as part of asset additions in the
statement of changes in net assets available for benefits. For
the year ended December 31, 2001, rollovers of cash amounted to
$176,470.
(e) Vesting and Forfeitures
A participant's interest in the Employer matching contribution is
100% vested upon the contribution for employees hired prior to
January 1, 2000. Employees hired after that date are subject to
four year vesting of any Employer contribution. Vesting credit
shall be given for each year of service, except plan years during
which a participant did not complete at least 1,000 hours of
service. If a participant terminates employment and is not 100%
vested, the nonvested portion of the participant's account shall
be placed in a separate account and will become a forfeiture upon
the date such terminated participant incurs a one-year break in
service. These forfeitures shall be used by the Employer to
reduce the Employer's contribution.
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CYTOGEN RETIREMENT SAVINGS PLAN
Notes to Financial Statements
December 31, 2001
(f) Distributions/Benefits
A participant who attains the normal retirement age shall have a
vesting percentage of 100%. If a participant retires from the
active service of the Employer on the normal retirement date,
then he or she shall receive a distribution of the entire value
of their vested participant account or may elect an annuity
distribution as permitted under the Plan. A participant who
retires from the service of the Employer on account of disability
shall have a vesting percentage of 100% and shall receive a
distribution of the entire value of their participant account.
(g) Participant Loans
All participants in the Plan may obtain, under certain
conditions, a loan secured by the participant's account balance.
The amount of all outstanding loans to a participant may not
exceed 50% of the participant's vested account balance. The loans
are made at a rate equivalent to rates charged by a professional
lender in a similar circumstance. Loans are repaid in no more
than five years, except if the loan is for the purchase of the
participant's primary residence, in which case the repayment
period may exceed five years.
(h) Investment Options
Fund Objective
----------------------------------- -----------------------------------------------------
MFS Emerging Growth Fund Invests in emerging growth companies, foreign and
emerging market securities, and derivative securities.
MFS Money Market Fund Invests in a broad range of money market instruments.
Massachusetts Investor Trust Invests in stock, foreign and emerging market
Massachusetts Investor Growth Stock Invests in long-term growth companies, foreign and
Fund emerging market securities, and derivative securities.
MFS Research Fund Invests in a broad range of stocks.
MFS Total Return Fund Invests in fixed-income securities, stocks, and derivative
securities.
MFS High Income Fund Invests in high yield corporate bonds, high yield
securities, and foreign and emerging market
securities.
MFS Capital Opportunities Fund Invests in moderate growth companies, foreign and
emerging market securities, and derivative securities.
MFS Government Securities Fund Invests in fixed-income government securities and
derivative securities.
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CYTOGEN RETIREMENT SAVINGS PLAN
Notes to Financial Statements
December 31, 2001
Fund Objective
----------------------------------- -----------------------------------------------------
MFS Global Equity Fund Invests in common stocks and equivalents, foreign
and emerging market securities, and derivative
securities.
MFS Fixed Fund Invests in stable-value investment contracts.
MFS Mid Cap Growth Fund Invests in growth stocks of mid-capitalization
companies.
MFS Value Fund Invests in undervalued, income-producing stocks with
capital appreciation potential.
MFS Technology Fund Invests in equity securities of companies of any size
that have above-average growth potential and will
benefit from technological advances and
improvements.
(i) Termination
As of a participant's termination of employment, they shall be
entitled to receive a distribution of their entire vested
interest. Such distribution shall be further subject to terms and
conditions set forth by the Plan.
(2) Summary of Significant Accounting Policies
(a) Basis of Accounting
The Plan is subject to the provisions of the Employee Retirement
Income Security Act of 1974, as amended (ERISA). The accompanying
financial statements have been prepared on the accrual basis of
accounting, except for distributions that are accounted for on a
cash basis in accordance with the AICPA Audit and Accounting
Guide entitled Audits of Employee Benefit Plans. Investments are
stated at market value.
(b) Use of Estimates
The preparation of financial statements in conformity with
accounting principles generally accepted in the United States
requires management to make estimates and assumptions that affect
the financial statements and the related disclosures during the
reporting period. Actual results could differ from those
estimates.
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CYTOGEN RETIREMENT SAVINGS PLAN
Notes to Financial Statements
December 31, 2001
(c) Valuation of Investments
Investments represent units in a series of funds managed by the
investment manager. The Plan's investment funds are stated at
market value, as determined based on market quotes of the
underlying assets.
(d) Plan Expenses
All administrative costs associated with the operation of the
Plan are paid by the Employer in accordance with the terms of the
Plan.
(e) Purchases and Sales of Securities
Purchases and sales of securities are recorded on a trade date
basis.
(3) Investments
The following table presents the current values of individual assets
that represent 5% or more of the Plan's net assets available for
plan benefits as of December 31, 2001 and 2000 as follows:
Description/Issuer of Investment 2001 2000
---------------------------------------- ----------- ----------
MFS Emerging Growth Fund $ 433,869 $ 808,246
Massachusetts Investor Trust 324,116 620,564
Massachusetts Investor Growth Stock Fund 1,096,579 2,260,178
MFS Research Fund 384,914 689,687
MFS Capital Opportunities Fund 577,702 897,482
MFS Government Securities Fund 667,617 965,414
MFS Global Equity Fund 349,929 398,032
MFS Fixed Fund 877,372 604,113
(4) Tax Status
The trust established under the Plan is qualified under the IRC as
exempt from federal income taxes. The Plan has received a favorable
determination letter from the IRS but has not been updated for the
most recent plan amendment. However, the plan administrator and the
Plan's tax counsel believe that the plan is currently designed and
being operated in compliance with the applicable requirements of the
IRC. Therefore, they believe that the Plan was qualified and the
related trust was tax-exempt as of the financial statement date.
(5) Plan Termination
Although it has not expressed any intent to do so, the Company has the
right under the Plan to discontinue its contributions at anytime and
to terminate the Plan, subject to the provisions of ERISA. In the
event of termination, distributions shall be subject to the terms and
conditions set forth by the Plan.
(6) Distributions/Benefits Paid to Participants
Distributions/benefits paid to participants are generally made on a
monthly basis for those requests processed in the previous month.
There were no distributions/benefits payable to the participants as of
December 31, 2001.
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CYTOGEN RETIREMENT SAVINGS PLAN
Schedule H, Part IV, Item i Schedule of Assets Held for Investment Purposes
December 31, 2001
Market
Description of investment value
-------------------------------------------------- --------------
MFS Emerging Growth Fund $ 433,869
MFS Money Market Fund 35,695
Massachusetts Investor Trust 324,116
Massachusetts Investor Growth Stock Fund 1,096,579
MFS Research Fund 384,914
MFS Total Return Fund 216,357
MFS High Income Fund 40,388
MFS Capital Opportunities Fund 577,702
MFS Government Securities Fund 667,617
MFS Global Equity Fund 349,929
MFS Mid-Cap Growth Fund 38,352
MFS Fixed Fund 877,372
MFS Value Fund 124,218
MFS Technology Fund 28,251
CYTOGEN Corporation Stock Fund* 71,454
-----------
Total investments held at end of year $ 5,266,813
===========
* Party-in-interest investment
11
After reasonable efforts, we have not been able to obtain the written
consent of Arthur Andersen LLP ("Arthur Andersen") to our incorporation by
reference into the Cytogen Retirement Savings Plan (the "Plan") Registration
Statement on Form S-8 (File No. 333-59718) of Arthur Andersen's report dated
July 23, 2001 relating to the Plan's financial statements and supplemental
schedules included in this Annual Report on Form 11-K for the year ended
December 31, 2000. Therefore, we have dispensed with the requirement to file
their consent in reliance on Rule 437a promulgated under the Securities Act.
Because Arthur Andersen has not consented to the inclusion of its report in the
Registration Statement on Form S-8 (File No. 333-59718), your ability to assert
claims against Arthur Andersen may be limited. In particular, because of this
lack of consent, you will not be able to sue Arthur Andersen under Section
11(a)(4) of the Securities Act for any untrue statements of a material fact
contained in the financial statements audited by Arthur Andersen or any
omissions to state a material fact required to be stated in those financial
statements and therefore your right of recovery under that section may be
limited.
SIGNATURE
THE PLAN
Pursuant to the requirements of the Securities Exchange Act of 1934, the Plan
has duly caused this annual report to be signed on its behalf by the undersigned
hereunto duly authorized.
CYTOGEN RETIREMENT SAVINGS PLAN
By: Cytogen Corporation, Plan Trustee
Date: June 27, 2002 By: /s/ H. Joseph Reiser
------------------------ ---------------------------------------
H. Joseph Reiser
President and Chief Executive Officer
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