SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------------------------------
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): July 14, 2003
-------------
CYTOGEN CORPORATION
------------------------------------------------------
(Exact Name of Registrant as Specified in Charter)
Delaware 000-14879 222322400
---------------------------- ------------------------ --------------------
(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
---------------------------------------------------------- ---------------
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (609) 750-8200
--------------
ITEM 5. OTHER EVENTS AND REQUIRED FD DISCLOSURE.
In June 1999, Progenics Pharmaceuticals, Inc. and Cytogen Corporation
(collectively, the "Members") formed a joint venture in the form of a mutually
owned limited liability company (the "JV") for the purpose of conducting
research, development, manufacturing and marketing for products relating to
prostate-specific membrane antigen.
As previously disclosed, the Members had been negotiating the 2003
annual budget for the joint venture and the terms of a new services agreement
pursuant to which the Members would provide research, development and related
services to the JV.
In July 2003, the Members: (i) agreed to an updated work plan governing
the activities of the JV for the remainder of 2003, including the execution of
various third-party contracts; (ii) agreed to a budget for the JV's operations
for 2003 and related capital contributions of the parties; and (iii) agreed to
an amended services agreement pursuant to which the Members will provide
research, development and related services for the remainder of 2003. The JV
work plan, budget, and other operational and financial matters relating to
periods after 2003 will require the further agreement of the Members.
On July 14, 2003, the Members issued a joint press release announcing
the above referenced agreements. Such press release is attached hereto as
Exhibit 99.1, and is incorporated herein by reference. The foregoing description
of such press release is qualified in its entirety by reference to such
document.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) Exhibits.
Exhibit No. Description
----------- -----------
99.1 Press release dated July 14, 2003.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this current report on Form 8-K to be signed on
its behalf by the undersigned hereunto duly authorized.
CYTOGEN CORPORATION
By: /s/ Michael D. Becker
----------------------------------------
Michael D. Becker
President and Chief Executive Officer
Dated: July 14, 2003
EXHIBIT INDEX
Exhibit No. Description
----------- -----------
99.1 Press release dated July 14, 2003.