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): February 24, 2005
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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 8.01 OTHER EVENTS.
As of February 24, 2005, Cytogen Corporation (the "Company") and Progenics
Pharmaceuticals, Inc., the owners of PSMA Development Company, LLC, a joint
venture formed to develop in vivo immunotherapeutic products utilizing
prostate-specific membrane antigen ("PSMA"), have not agreed on a work plan and
annual budget for 2005. The parties are in the process of negotiating such
matters.
The joint venture is funded by equal capital contributions from each of
Progenics and the Company in accordance with an annual budget approved by the
joint venture representatives from each such party. The Company cannot give any
assurances that agreement will be reached on such matters in the near future, if
at all. The failure to reach agreement with Progenics on these matters could
significantly and adversely affect the development of PSMA technologies and
products.
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: February 24, 2005