SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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) October 25, 2002
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CYTOGEN CORPORATION
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(Exact Name of Registrant as Specified in Charter)
Delaware 000-14879 222322400
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(State or Other Jurisdiction (Commission File Number) (IRS Employer
of Incorporation) Identification No.)
650 College Road East, 3rd Floor, Princeton, NJ 08540
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(Address of Principal Executive Offices) (Zip Code)
(609) 750-8200
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(Registrant's telephone number, including area
code)
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(Former Name or Former Address, if Changed Since Last Report)
Item 5. Other Events.
Special Meeting of Stockholders
A Special Meeting of the Stockholders (the "Special Meeting") of
Cytogen Corporation (the "Company") was held on October 25, 2002. There were
present at the Special Meeting, in person or by proxy, stockholders holding an
aggregate of 82,108,998 shares of common stock, $0.01 par value per share (the
"Common Stock") out of a total number of 86,779,852 shares of Common Stock
issued and outstanding and entitled to vote at the Special Meeting. There was,
therefore, a quorum present and competent to transact business at the Special
Meeting.
The results of the votes taken at the Special Meeting with respect to
such matters properly before the Special Meeting were as follows:
(i) A proposal to approve an amendment to the Company's Restated
Certificate of Incorporation, as amended, to effect a reverse stock
split of the Company's Common Stock and to grant the Company's Board of
Directors the authority, in its sole discretion, to set the ratio for
the reverse stock split at up to one-for-ten, or not to complete the
reverse stock split:
FOR AGAINST WITHHELD
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75,994,122 5,915,657 199,219
(ii) A proposal to approve an amendment to the Company's Certificate of
Incorporation to decrease the number of authorized shares of Common
Stock from 250,000,000 to a reduced number of shares that is
proportionate to the reduction in outstanding shares of Common Stock as
a result of the reverse stock split, subject to completion of the
reverse stock split:
FOR AGAINST WITHHELD
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76,656,806 5,212,048 240,144
The stockholders of the Company, therefore, duly passed both proposals.
Board of Director's Approval of Reverse Stock Split and Amendment to Restated
Certificate of Incorporation, as amended
Pursuant to the authority granted to it by the stockholders of the
Company at the Special Meeting, the Board of Directors of the Company, on
October 25, 2002, approved resolutions providing for a one-for-ten reverse stock
split (the "Reverse Split") of all outstanding, issued and authorized shares of
the Company's Common Stock. The record date for determining the Common Stock to
be affected by the Reverse Split shall be the close of business on October 25,
2002.
Additionally, on October 25, 2002, the Company filed a Certificate of
Amendment to Restated Certificate of Incorporation, as amended, (the "Charter
Amendment") with the Secretary of State of the State of Delaware, to effect the
Reverse Split. The Charter Amendment provides that the total number of shares of
all classes of capital stock which the Company shall have authority to issue is
Thirty Million Four Hundred Thousand (30,400,000) shares, of which Twenty Five
Million (25,000,000) shall be shares of Common Stock, and Five Million Four
Hundred Thousand (5,400,000) shall be shares of Preferred Stock.
On October 25, 2002, the Company also issued a press release announcing
the results of the votes taken at the Special Meeting, as well as the subsequent
approval of the Reverse Split by the Board of Directors. The Charter Amendment
and such press release are attached hereto as Exhibit 3.1 and Exhibit 99.1,
respectively, and each is incorporated herein by reference. The foregoing
description of each of the Charter Amendment and such press release is qualified
in its entirety by reference to each such respective document.
Item 7. Financial Statements, Pro Forma Financial Information and
Exhibits.
(c) Exhibits.
Exhibit No. Description
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3.1 Certificate of Amendment to Restated Certificate
of Incorporation, as amended, as filed with the
Secretary of State of the State of Delaware on
October 25, 2002
99.1 Press release of the Company dated October 25,
2002
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/ Lawrence R. Hoffman
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Lawrence R. Hoffman,
Vice President and Chief Financial
Officer
Date: October 25, 2002