SECURITIES AND EXCHANGE COMMISSION Conformed Washington, D.C. 20549 Copy FORM 10-Q/A (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 1998 ------------------ OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to ------------- ------------ Commission file number 333-02015 --------- CYTOGEN Corporation (Exact name of Registrant as specified in its charter) Delaware 22-2322400 - ------------------------------- ----------------------- (State or Other Jurisdiction of (I.R.S. Employer Incorporation or Organization) Identification Number) 600 College Road East, CN 5308, Princeton, NJ 08540-5308 -------------------------------------------------------- (Address of Principal Executive Offices and Zip Code) Registrant's telephone number, including area code (609) 987-8200 Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days: Yes X No . Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date: Class Outstanding at October 26, 1998 - ----------------------------- ------------------------------- Common Stock, $.01 par value 58,604,950 PART II - OTHER INFORMATION Item 6 - Exhibits and Reports on Form 8-K (a) Exhibits: 1. Amended and Restated Rights Agreement, dated as of October 19, 1998 between CYTOGEN Corporation and Chase Mellon Shareholder Services, L.L.C., as Rights Agent. The Amended and Restated Rights Agreement includes the Form of Certificate of Designations of Series C Junior Preferred Stock as Exhibit A, the form of Rights Certificate as Exhibit B and the Summary of Rights as Exhibit C. Filed herewith. 10.1 Employment agreement effective as of August 20, 1998 between CYTOGEN Corporation and H. Joseph Reiser. Filed herewith. 10.2 Loan and Security Agreement, dated as of October 19, 1998 between CYTOGEN Corporation and the CIT Group/Credit Finance, Inc. Filed herewith. 10.3 Private Equity Line Agreement by and between Kingsbridge Capital Limited and CYTOGEN Corporation dated as of October 23, 1998. Filed herewith. 10.4 License Agreement by and between Berlex Laboratories, Inc. and CYTOGEN Corporation dated as of October 28, 1998. Filed herewith. 10.5 Addendum to the Letter Agreement effective as of October 29, 1998 between CYTOGEN Corporation and DuPont Pharmaceuticals Company. Filed herewith. 27 Financial Data Schedule (Submitted to SEC only in electronic format). 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 thereunto duly authorized. CYTOGEN CORPORATION Date December 30, 1998 By /s/ Jane M. Maida ----------------- ------------------ Jane M. Maida Chief Accounting Officer (Authorized Accounting Officer)