Filed Pursuant to Rule 424(b)(2)
File No. 333-72226
CYTOGEN CORPORATION
PROSPECTUS SUPPLEMENT NO. 1 DATED JANUARY 22, 2002
TO THE PROSPECTUS DATED OCTOBER 25, 2001
10,000,000 SHARES
OF
COMMON STOCK
We are selling 2,970,665 shares of common stock with this prospectus
supplement and the accompanying prospectus at a purchase price of $2.693 per
share, for aggregate proceeds of $8.0 million.
You should read this prospectus supplement along with the accompanying
prospectus. These documents contain information you should consider when making
your investment decision. You should rely only on the information contained or
incorporated by reference in this prospectus supplement and the accompanying
prospectus. We have not authorized anyone else to provide you with different or
additional information. The last reported sale of our common stock on January
18, 2002 was $2.40 per share. Our common stock is listed for trading on the
Nasdaq National Market under the symbol "CYTO."
This prospectus supplement and the accompanying prospectus do not
constitute an offer to sell or a solicitation of an offer to buy any securities
other than the common stock offered hereby. This prospectus supplement and the
accompanying prospectus do not constitute an offer to sell or a solicitation of
an offer to buy our common stock in any circumstances in which an offer or
solicitation is unlawful.
Information in this prospectus supplement and the accompanying prospectus
may change after the date on the front of the applicable document. You should
not interpret the delivery of this prospectus supplement or the accompanying
prospectus or the sale of the common stock as an indication that there has been
no change in our affairs since such dates.
Our principal executive offices are located at 600 College Road East,
Princeton, New Jersey 08540. Our telephone number is (609) 750-8200.
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INVESTING IN OUR COMMON STOCK INVOLVES A HIGH DEGREE OF RISK. SEE "RISK
FACTORS" BEGINNING ON PAGE 4 OF THE PROSPECTUS.
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NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES, OR PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS SUPPLEMENT. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
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THE DATE OF THIS PROSPECTUS SUPPLEMENT IS JANUARY 22, 2002.
TABLE OF CONTENTS PAGE
Prospectus Supplement
Use Of Proceeds S-2
Plan Of Distribution S-2
Market For Our Common Stock S-2
Information Incorporated By Reference S-3
Forward-Looking Statements S-3
Prospectus
About This Prospectus 2
Cytogen Corporation 3
Risk Factors 4
Forward-Looking Statements 20
Use Of Proceeds 21
Plan Of Distribution 22
Legal Matters 23
Experts 23
Where You Can Find More Information 23
Information Incorporated By Reference 23
Indemnification Of Directors And Officers 24
S-1
USE OF PROCEEDS
We will use the net proceeds of this offering of our common stock for
general corporate purposes, including, principally, working capital and capital
expenditures.
PLAN OF DISTRIBUTION
We have not yet issued or sold any shares of our common stock pursuant to
the prospectus dated October 25, 2001 which is part of our Registration
Statement on Form S-3 (File No. 333-72226).
We are offering 2,970,665 shares of our common stock to the State of
Wisconsin Investment Board pursuant to this prospectus supplement. The common
stock will be purchased at a price of $2.693 per share, for aggregate proceeds
to us of $8,000,000. Such purchase price is based upon a five percent (5%)
discount to market.
We issued the shares of common stock described in this prospectus
supplement directly to the State of Wisconsin Investment Board in a negotiated
transaction in which no party is acting as an underwriter or receiving any
finder's or placement fees. Prior to this issuance, the State of Wisconsin
Investment Board held, and continues to hold, the largest number of shares of
common stock of any of our stockholders.
Upon sale under the registration statement that includes this prospectus
supplement, the securities registered by such registration statement and this
prospectus supplement will be freely tradable in the hands of persons other than
our affiliates.
We agreed, under the terms of a Share Purchase Agreement by and between us
and the State of Wisconsin Investment Board, dated January 18, 2002, to
indemnify and hold harmless the State of Wisconsin Investment Board, each
person, if any, who controls the State of Wisconsin Investment Board within the
meaning of Section 15 of the Securities Act of 1933, as amended and each
officer, director, employee and agent of the State of Wisconsin Investment Board
and of any such controlling person against any and all liabilities, claims,
damages or expenses whatsoever, as incurred, arising out of or resulting from
any breach or alleged breach or other violation of any representation, warranty,
covenant or undertaking by us contained in such Share Purchase Agreement. We
have agreed to reimburse the State of Wisconsin Investment Board for its
reasonable legal and other expenses (including the reasonable cost of any
investigation and preparation, and including the reasonable fees and expenses of
counsel) incurred in connection therewith.
MARKET FOR OUR COMMON STOCK
Our common stock is listed on the Nasdaq National Market under the symbol
"CYTO." On January 18, 2002, the closing price of one share of our common stock
was $2.40. The common stock sold under this prospectus supplement will be listed
on the Nasdaq National Market after we notify the Nasdaq National Market that
the shares have been issued. As of January 15, 2002, we had 79,793,241 shares of
common stock outstanding.
S-2
INFORMATION INCORPORATED BY REFERENCE
In addition to those documents set forth under the heading Information
Incorporated By Reference in the accompanying prospectus, we also incorporate by
reference herein our proxy statement for our Annual Meeting of Stockholders held
on June 19, 2001.
FORWARD-LOOKING STATEMENTS
This prospectus supplement includes or incorporates forward-looking
statements within the meaning of Section 27A of the Securities Act of 1933, as
amended and Section 21E of the Securities Exchange Act of 1934, as amended. All
statements, other than statements of historical facts, included or incorporated
in this prospectus supplement 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. We cannot guarantee that we actually will achieve the
plans, intentions or expectations disclosed in our forward-looking statements
and you should not place undue reliance on our forward-looking statements.
Actual results or events could differ materially from the plans, intentions and
expectations disclosed in the forward-looking statements we make. We have
included important factors in the cautionary statements included with or
incorporated in this prospectus supplement, particularly under the heading "Risk
Factors" in the accompanying prospectus, that we believe could cause actual
results or events to differ materially from the forward-looking statements that
we make. Our forward-looking statements do not reflect the potential impact of
any future acquisitions, mergers, dispositions, joint ventures or investments we
may make. We do not assume any obligation to update any forward-looking
statements.
You should not unduly rely on forward-looking statements contained or
incorporated by reference in this prospectus supplement. Actual results or
outcomes may differ materially from those predicted in our forward-looking
statements due to the risks and uncertainties inherent in our business.
S-3