AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 21, 2001
REGISTRATION NO. 333-______
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
____________________
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
_____________________
CYTRX CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE 58-1642740
(State or Other Jurisdiction of (I.R.S. Employer Identification Number)
Incorporation or Organization)
154 TECHNOLOGY PARKWAY
NORCROSS, GEORGIA 30092
(770) 368-9500
(Address, Including Zip Code, and Telephone Number, Including Area Code, of
Registrant's Principal Executive Offices)
____________________________
JACK J. LUCHESE
PRESIDENT AND CHIEF EXECUTIVE OFFICER
CYTRX CORPORATION
154 TECHNOLOGY PARKWAY
NORCROSS, GEORGIA 30092
(770) 368-9500
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code,
of Agent for Service)
_____________________________
THE COMMISSION IS REQUESTED TO SEND COPIES OF ALL COMMUNICATIONS TO:
W. THOMAS CARTER III, ESQ. MARK W. REYNOLDS
ALSTON & BIRD LLP VICE PRESIDENT, FINANCE
ONE ATLANTIC CENTER CYTRX CORPORATION
1201 WEST PEACHTREE STREET 154 TECHNOLOGY PARKWAY
ATLANTA, GEORGIA 30309-3424 NORCROSS, GEORGIA 30092
(404) 881-7000 (770) 368-9500
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time
to time after the effective date of this Registration Statement.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [_]
If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box.[X]
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering: [_] _______
If this form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering: [_] _______
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box: [_]
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Title of Shares to Amount to be Proposed Maximum Proposed Maximum Amount of
be Registered Registered Aggregate Price Per Aggregate Offering Registration Fee
Unit(1) Price
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Common Stock, $0.001
par value 1,025,000 $0.95 $973,750.00 $243.44
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(1) Based on the average of the reported high and low sales prices of the
Common Stock reported on the Nasdaq Stock Market's National Market on
August 16, 2001 estimated solely for the purpose of calculating the
registration fee pursuant to Rule 457(c).
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE
A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT
SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE
SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
+The information in this prospectus is not complete and may be changed. We may +
+not sell these securities until the registration statement filed with the +
+Securities and Exchange Commission is effective. This prospectus is not an +
+offer to sell these securities and we are not soliciting an offer to buy +
+these securities in any state where the offer or sale is not permitted. +
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
SUBJECT TO COMPLETION, DATED ______________ , 2001
PROSPECTUS
1,025,000 SHARES
CYTRX CORPORATION
COMMON STOCK
______________________
The shareholders in the table included in the "Selling Shareholders"
section of this prospectus, which begins on page 5, are offering all of the
shares of our common stock covered by this prospectus.
Of the 1,025,000 shares covered by this prospectus, 87,500 shares are
presently issued and outstanding, another 87,500 shares have been reserved for
issuance pursuant to agreements we have entered into with some of the selling
shareholders, and 850,000 shares have been reserved for issuance pursuant to the
exercise of warrants held by some of the selling stockholders. The selling
stockholders holding warrants must first exercise the warrants and acquire the
underlying shares from us before they can resell those shares under this
prospectus.
Our Common Stock is traded in the over-the-counter market and quoted on the
Nasdaq National Market under the symbol "CYTR." On August 16, 2001, the last
reported closing price of the Common Stock was $0.95 per share.
________________________________
THIS INVESTMENT INVOLVES RISKS. SEE "RISK FACTORS" BEGINNING ON PAGE 1.
________________________________
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE
ADEQUACY OR ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
THE DATE OF THIS PROSPECTUS IS ______________ , 2001
PROSPECTUS SUMMARY
CytRx Corporation was founded in 1985 and is engaged in the development and
commercialization of pharmaceutical products. Our current research and
development focus is on disorders affecting the vascular system, specifically
those conditions caused by a blockage in the vascular system, commonly referred
to as vascular-occlusive disorders. Our principal executive offices are located
at 154 Technology Parkway, Norcross, Georgia 30092, telephone number: (770) 368-
9500.
RISK FACTORS
You should carefully consider the following risks before deciding to
purchase shares of our common stock. If any of the following risks actually
occur, the trading price of our common stock could decline, and you could lose
all or part of your investment. You should also refer to the other information
in this prospectus and the information incorporated into this registration
statement by reference, including our financial statements and the related
notes.
We May Not Be Able to Obtain Adequate Funds to Continue Product Testing and
Research and Development, Which Will Severely Reduce or Terminate Our Operations
and Could Negatively Impact Our Future Profitability and Growth
On June 30, 2001, we had approximately $2.1 million in cash and cash
equivalents and working capital of $1.5 million.
Our products are governed by extensive U.S. regulation and foreign
regulation in other countries where we test and intend to market our current and
future products. Approval of a product can take several years and requires
substantial capital resources. We do not currently have adequate funds to
conduct the required testing and data collection necessary for the FDA to
approve FLOCOR or any of our other products. As a result, we must either
severely reduce or terminate testing and research and development activities, or
obtain additional financing from third parties to fund the required testing.
If we elect to attempt to obtain additional financing, we may be unable to
obtain funds from any third party on terms that we believe are acceptable. Our
inability to obtain additional financing would require us to severely reduce or
terminate testing and research and development activities and could result in
the termination of our operations.
We do not currently have enough funds to complete the required testing and
data collections necessary to obtain regulatory approval of FLOCOR or any of our
other products currently under development or to manufacture, market, and
distribute any products that may obtain FDA approval. Delays in regulatory
approval will cause substantial unanticipated costs.
We need to raise additional funds through equity or debt financing, or a
combination of both. We may be unable to obtain any financing or financing on
acceptable terms. Any financing may be on terms that dilute our stockholders. A
lack of financing would require us to severely reduce or terminate testing and
research and development activities and could result in the termination of our
operations.
We Have No Significant Source of Revenue From Our Operations and If We Are
Unable to Generate Revenues From Our Operations We May Have to Depend on Third
Parties to Raise Funds
We currently have no significant source of operating revenue. Our total
revenues for 2000 were approximately $3.3 million, which included $2 million in
license fees and $877,000 from other non-operating sources.
If the FDA does not approve, for commercial sale, FLOCOR or one of our
other products, we may not be able to generate significant revenues for an
extended period of time. Lack of revenues adequate to satisfy our operating
needs will cause us to depend on equity or debt financing, or a combination of
both.
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We Have Operated at a Loss For Over Five Years and Will Likely Continue to
Operate at a Loss For Some Time
We incurred significant net losses for each of the last five years. Since
our inception, we have primarily conducted research and development of our
products. The costs of our research and development and our lack of operating
revenues has resulted in our net losses.
We will probably incur losses until one or more of our products is approved
by the FDA and that product has achieved significant sales volume. The
activities required for the FDA review process of a new pharmaceutical are
extremely costly and usually take several years. We may never obtain FDA
approval of any of our products currently under development.
The Nasdaq National Market May Delist Our Common Stock and If We Are Delisted
There May Not Be an Active Trading Market for Our Common Stock
Our ability to remain listed on the Nasdaq National Market will depend on
our ability to satisfy applicable Nasdaq criteria including our ability to
maintain at least $4 million in "net tangible assets" (defined as Total Assets
minus Total Liabilities minus Goodwill minus Redeemable Securities) and
maintaining a minimum bid price of $1.00. Our net tangible assets have recently
been near the minimum threshold for this test. Our minimum bid price has
recently been below the Nasdaq required $1.00. If we are unable to continue to
satisfy the net tangible assets criteria, or if our minimum bid price continues
below $1.00, Nasdaq may begin procedures to remove our common stock from the
Nasdaq National Market. If we are delisted from the Nasdaq National Market, an
active trading market for our common stock may no longer exist.
We May Be Unable to Successfully Develop or Commercialize Our Products, Which
Would Severely Reduce or Terminate Our Operations
Our continued operations substantially depend on our ability to
successfully develop and commercialize our products.
In a Phase III clinical study, a drug is tested in a large patient
population to provide a thorough understanding of the drug's effectiveness,
benefits and the range of possible side effects. A Phase III study must be
successfully completed before a company can request FDA approval for marketing
the drug.
In December 1999, we reported results from our Phase III clinical study of
FLOCOR for treatment of sickle cell disease patients experiencing an acute vaso-
occlusive crisis (a blockage of blood flow caused by deformed, or "sickled" red
blood cells). Overall, the study did not achieve the statistical target for its
primary objective, which was to decrease the length of vaso-occlusive crisis for
the study population as a whole. To collect adequate information for FDA
approval, we will need to conduct additional clinical studies, which we will not
begin unless we are able to raise additional funds.
Even if we are able to obtain FDA approval of one or more of our products,
we may not have adequate financial or other resources, or expertise to
commercialize, market and distribute those products successfully. If we do not
have adequate resources or the expertise to commercialize our products
successfully, we may rely on third parties to provide financial or other
resources to help us commercialize those products or we may have such third
parties market and distribute our products for us. In order to enter into any
such arrangements with a third party, we may have to give up some or all of our
rights to some of our products. We may be unable to find a third party willing
to provide us with resources or to market and distribute our products. Even if
we find a willing third party, we may not be able to reach an agreement on terms
that we believe are acceptable.
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We Depend on a Limited Number of Suppliers For an Adequate Supply of Materials,
Which May Negatively Affect Our Ability to Manufacture Our Products
We require three suppliers of materials or services to manufacture FLOCOR.
These consist of a supplier of poloxamer 188, which is the raw material used to
manufacture FLOCOR (the raw drug substance), a manufacturer who can refine the
raw drug substance to our specifications (the purified drug substance), and a
manufacturer who can mix the purified drug substance with other inactive
ingredients in a sterile environment to produce the final dosage form of FLOCOR.
Our inability to maintain relationships with those suppliers could result in
lengthy delays in the FDA and other regulatory agencies approval processes,
causing us to incur substantial unanticipated costs or our inability to produce,
market and distribute our product.
We have not entered into an agreement with any supplier for the raw drug
substance because we believe that it is widely available. In August 1999, we
entered into a long-term commercial supply contract with Organichem Corp. of
Rensselaer, New York to obtain the purified drug substance. We have also entered
into an agreement with the Hospital Products Division of Abbott Laboratories for
the manufacture of our finished drug product. If we are unable to maintain those
relationships on terms acceptable to us or to replace such suppliers if they
fail to adequately perform, we will experience delays in clinical trials or
commercialization of our products.
We May Incur Substantial Costs and Liability From Product Liability Claims
If any of our products are alleged defective, they may expose us to claims
for personal injury. Even if the commercialization of one or more of our
products is approved by the FDA, users may claim that such product caused
unintended adverse effects. We currently carry product liability insurance
covering the use of our products in human clinical trials and may extend that
coverage to third parties who collaborate with us on the development of our
products. However, if someone asserts a claim against us and the amount of such
claim exceeds our policy limits or is not covered by our policy, such successful
claim may exceed our financial resources and cause us to discontinue operations.
Even if claims asserted against us are unsuccessful, they may divert
management's attention from our operations and we may have to incur substantial
costs to defend such claims.
We May Experience Volatility in Our Stock Price, Which May Negatively Impact
Your Investment
The market price of our common stock has experienced significant volatility
in the past and may continue to experience significant volatility from time to
time. Our stock price has ranged from $0.47 to $6.44 over the past five years.
Factors such as the following may affect such volatility:
. our quarterly operating results;
. announcements of regulatory developments or technological innovations by us
or our competitors;
. government regulation of drug pricing;
. developments in patent or other technology ownership rights; and
. public concern regarding the safety of our products.
Other factors which may affect our stock price are general changes in the
economy, financial markets or the pharmaceutical or biotechnology industries.
Our Anti-Takeover Provisions May Limit Stockholder Value
We have a shareholder rights plan and provisions in our bylaws that may
discourage or prevent a person or group from acquiring us without our board of
directors' approval. The intent of the shareholder
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rights plan and our bylaw provisions is to protect our shareholders' interests
by encouraging anyone seeking control of our Company to negotiate with our Board
of Directors.
We have a classified board of directors, which requires that at least two
stockholder meetings, instead of one, will be required to effect a change in the
majority control of our board of directors. This provision applies to every
election of directors, not just an election occurring after a change in control.
The classification of our board increases the amount of time it takes to change
majority control of our board of directors and may cause our potential
purchasers to lose interest in the potential purchase of us, regardless of
whether our purchase would be beneficial to us and our stockholders.
Our bylaws provide that directors may only be removed for cause by the
affirmative vote of the holders of at least a majority of the outstanding shares
of our capital stock then entitled to vote at an election of directors. This
provision prevents stockholders from removing any incumbent director without
cause.
Our bylaws also provide that a stockholder must give us at least 120 days
notice of a proposal or director nomination that such stockholder desires to
present at any annual meeting or special meeting of stockholders. Such provision
prevents a stockholder from making a proposal or director nomination at a
stockholder meeting without us having advance notice of that proposal or
director nomination. This could make a change in control more difficult by
providing our directors with more time to prepare an opposition to a proposed
change in control.
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
Some of the information in this prospectus contains forward-looking
statements that involve substantial risks and uncertainties. You can identify
these statements by forward-looking words such as "may," "will," "expect,"
"anticipate," "believe," "intend," "estimate" and "continue" or similar words.
You should read statements that contain these words carefully for the following
reasons:
- the statements discuss our future expectations;
- the statements contain projections of our future earnings or of our
financial condition; and
- the statements state other "forward-looking" information.
We believe it is important to communicate our expectations to our
investors. There may be events in the future, however, that we are not
accurately able to predict or over which we have no control. The risk factors
listed above, as well as any cautionary language in or incorporated by reference
into this prospectus, provide examples of risks, uncertainties and events that
may cause our actual results to differ materially from the expectations we
describe in our forward-looking statements. The Commission allows us to
"incorporate by reference" the information we file with them, which means we can
disclose important information to you by referring you to those documents.
Before you invest in our common stock, you should be aware that the occurrence
of any of the events described in the above risk factors, elsewhere in or
incorporated by reference into this prospectus and other events that we have not
predicted or assessed could have a material adverse effect on our earnings,
financial condition and business. If the events described above or other
unpredicted events occur, then the trading price of our common stock could
decline and you may lose all or part of your investment.
USE OF PROCEEDS
The shares of our common stock offered under this prospectus are for the
account of the selling shareholders. We will not receive any of the proceeds
from any sales of the shares by the selling shareholders. However, 850,000 of
the shares covered by this prospectus are subject to issuance by us pursuant to
the exercise of warrants held by some of the selling shareholders, 50,000 of
which have an exercise price of $2.00 per share, 250,000 of which have an
exercise price of $1.50 per share, 50,000 of which have an exercise price of
$1.25 per share, and 500,000 of which have an exercise price of $1.00 per share.
We may receive cash proceeds from the exercise of these warrants if the warrant
holders elect not to
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make "cashless" exercises as permitted under the terms of some of the warrants.
Any cash proceeds we receive from the exercise of these warrants would be used
for general corporate purposes.
SELLING SHAREHOLDERS
The following table provides:
. The name of each of the selling shareholders;
. The number of shares beneficially owned by each selling shareholder
before the offering;
. The number of shares being offered by each selling shareholder under
this prospectus; and
. The number of shares of common stock beneficially owned by each
selling shareholder after the completion of the offering.
On the date of this prospectus, none of the selling shareholders has had a
material relationship with us or any of our affiliates within the past three
years. Each of the selling shareholders has provided us with services within the
past three years for which we issued the below referenced shares and warrants as
well as other consideration. The table has been prepared on the basis of
information furnished to us by or on behalf of the selling shareholders. Because
the selling shareholders may offer all or some of the shares pursuant to this
offering, no estimate can be given regarding the amount of shares that will be
held by the selling shareholders after this offering. The table assumes that the
selling shareholder will sell all shares they are offering under this
prospectus, and that the selling shareholder will not acquire additional shares
of our common stock before the completion of this offering. Each selling
shareholder will own less than 1% of the total number of shares of our common
stock outstanding after this offering.
The information in this table is as of the date of this prospectus.
Information concerning the selling shareholders may change from time to time and
any such changed information will be described in supplements to this prospectus
if and when necessary.
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Shares Shares
Beneficially Beneficially
Owned Before Shares Owned After
Name Offering Offered Offering
-------- ------- --------
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M.H. Meyerson & Co. 250,000/(1)/ 250,000 --
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Park Avenue Consulting Group, Inc. 100,000/(2)/ 100,000 --
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Madison & Wall Worldwide, Inc. 75,000 75,000 --
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James Skalko 100,000 100,000 --
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Roan/Meyers Associates, L.P. 500,000/(3)/ 500,000 --
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(1) Represents 250,000 shares of our common stock that are subject to warrants
currently exercisable.
(2) Represents 100,000 shares of our common stock that are subject to warrants
currently exercisable.
(3) Represents 500,000 shares of our common stock that are subject to warrants
currently exercisable.
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PLAN OF DISTRIBUTION
On October 2, 2000, we issued a warrant to purchase 250,000 shares of our
common stock to M.H. Meyerson & Co., Inc. On April 4, 2001, we issued an
additional warrant to purchase 100,000 shares of our common stock to Park Avenue
Consulting Group, Inc. On April 3, 2001 and July 2, 2001, we issued an aggregate
of 50,000 shares of our common stock (25,000 shares at each date) to James
Skalko. Additionally, we agreed to issue an additional 25,000 shares to Mr.
Skalko on each of October 1, 2001 and January 1, 2002. On July 15, 2001, we
issued 37,500 shares of our common stock to Madison & Wall Worldwide, Inc. and
agreed to issue an additional 37,500 shares to Madison & Wall Worldwide, Inc. on
October 15, 2001. On July 23, 2001, we issued a warrant to purchase 250,000
shares of our common stock to Roan/Meyers Associates, L.P. and on August 9,
2001, we issued Roan/Meyers Associates, L.P. an additional warrant to purchase
250,000 shares of our common stock. We issued all of the above-referenced shares
and warrants in return for services.
The shares the selling shareholders are offering under this registration
statement consist of 1,025,000 shares of our common stock, $.001 par value per
share, together with a Series A Junior Participating Preferred Stock Purchase
Right that is associated with each share. The shares include 850,000 shares
reserved for the exercise of warrants issued to some of the selling
shareholders. The selling shareholders are offering all of the shares of our
common stock covered by this prospectus. We will not receive any of the proceeds
from the sale of the shares by the selling shareholders.
Any or all of the shares of our common stock offered under this
registration statement may be sold from time to time by the selling
shareholders, or by pledgees, donees, transferees or other successors in
interest. The selling shareholders may sell their shares in transactions through
the Nasdaq National Market System, in negotiated transactions, or by a
combination of those methods of sale. The shares of our common stock offered
under this registration statement may be offered at fixed prices that may be
changed, at market prices prevailing at the time of sale, at prices related to
the prevailing market prices, or at negotiated prices. Prices will be determined
by the selling shareholders or by agreement between the selling shareholders and
their underwriter, broker-dealer, or agent. The selling shareholders may sell
their shares directly to purchasers or through underwriters, agents or broker-
dealers by one or more of the following:
. ordinary brokerage transactions and transactions in which the broker
solicits purchasers;
. purchases by a broker or dealer as principal and resale by such broker
or dealer for their account pursuant to this prospectus;
. a block trade in which the broker or dealer attempts to sell the
shares as agent, but may position and resell a portion of the block as
principal to facilitate the transaction;
. an exchange distribution following the rules of the exchange or
automated interdealer quotation system which lists the shares; and
. through the options written on the shares.
Underwriters, agents or broker-dealers may receive compensation in the form
of discounts, concessions or commissions from the selling shareholders and or
the purchasers of the shares for acting as agents for selling as principals, or
both. The compensation paid by the selling shareholders to an underwriter, agent
or particular broker-dealer will be negotiated before the sale and may exceed
customary compensation. The terms and conditions of an offer of shares will be
included in a supplement to this prospectus at the time of the offer, if
required by applicable law. In addition, any shares covered by this prospectus
which qualify for sale under Rule 144 under the Securities Act of 1933, as
amended, may be sold under Rule 144 rather than under this prospectus.
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In connection with distributing the shares being sold under this
prospectus, the selling shareholders may enter hedging transactions with broker-
dealers. In connection with these transactions, broker-dealers may engage in
short sales of the shares in the course of hedging the positions they assume
with the selling shareholders. The selling shareholders may also sell the shares
short and redeliver the shares to close out the short positions. The selling
shareholders may also enter into option or other transactions with broker-
dealers which require delivery to the broker-dealer of the shares. The selling
shareholders may also loan or pledge the shares to a broker-dealer, and the
broker-dealer may sell the loaned shares, or upon a default the broker-dealer
may effect sales of the pledged shares. Additionally, the selling shareholders
may from time to time enter into other types of hedging transactions.
In addition, the selling shareholders and any underwriter, broker-dealer,
or agent that participates in the distribution of the shares of our common stock
may be deemed to be an underwriter under the Securities Act of 1933, as amended,
(although neither we nor the selling shareholders so concedes), and any profit
on the sale of shares of our common stock and any discount, concession, or
commission received by any of such underwriter, broker-dealer, or agent, may be
considered underwriting discounts and commissions under the Securities Act of
1933, as amended.
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The following documents, which we have previously filed with the
Commission, are incorporated into this Registration Statement by reference:
(1) Our Quarterly Reports on Form 10-Q for the fiscal quarter ended March
31, 2001, filed with the Commission on May 11, 2001 and the fiscal quarter ended
June 30, 2001, filed with the Commission on August 8, 2001.
(2) Our Annual Report on Form 10-K for the fiscal year ended December 31,
2000, filed with the Commission on March 27, 2001.
(3) The description of our Common Stock and Series A junior participating
preferred stock purchase rights as described in our registration statements
filed under Section 12 of the Exchange Act, and any amendment or report filed
for the purpose of updating any description.
All other documents filed by us under Section 13(a), 13(c), 14 and 15(d) of
the Exchange Act after the date of this registration statement and before the
filing of a post-effective amendment which indicates that all securities offered
have been sold or which deregisters all securities then remaining unsold, are
incorporated by reference into this registration statement and to be a part of
this registration statement from the date of filing of such documents.
Any statement contained in a document incorporated into this registration
statement or incorporated into this registration statement by reference shall be
considered to be modified or superseded for the purpose of this registration
statement to the extent that a statement contained here or in any document filed
after the date of this registration statement, also incorporated by reference,
modifies or supersedes such statement. Any such statement so modified or
superseded shall not, except as so modified or superseded, be a part of this
registration statement. Except as limited by the above, all information
appearing in this registration statement is limited by the information appearing
in the documents incorporated by reference.
We will provide without charge, upon the written or oral request of any
person, including any beneficial owner, to whom this prospectus is delivered, a
copy of any and all information (excluding certain exhibits) relating to our
business or our common stock that has been incorporated by reference in the
Registration Statement. Such requests should be directed to:
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Mark W. Reynolds
Vice President, Finance
CytRx Corporation
154 Technology Parkway
Norcross, Georgia 30092
(770) 368-9500
HOW TO OBTAIN ADDITIONAL INFORMATION
We file annual, quarterly, and special reports, proxy statements, and other
information with the Commission. You may read and copy any document that we file
with the Commission at the Commission's public reference rooms at the following
locations: 450 Fifth Street, N.W., Judiciary Plaza, Washington, D.C. 20549; 7
World Trade Center, 13th Floor, New York, New York 10048; and Northwestern
Atrium Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661. The
Commission also maintains a site on the World Wide Web at http://www.sec.gov
that contains reports, proxy and information statements and other information
regarding registrants that file electronically with the Commission.
Our common stock is listed and traded on the Nasdaq National Market System
under the symbol "CYTR." Reports, proxy and information statements, and other
information concerning CytRx also may be inspected at the offices of the
National Association of Securities Dealers; Inc. located at 1735 K Street, N.W.,
Washington, D.C. 20006.
This prospectus is part of our Registration Statement on Form S-3
(including any exhibits and amendments to such Registration Statement, the
"Registration Statement") filed with the Commission under the Securities Act of
1933, as amended, relating to the shares of our common stock offered. This
prospectus does not include all of the information in the Registration
Statement. For further information about our business and our common stock,
please refer to the Registration Statement. The Registration Statement may be
inspected and copied, at prescribed rates, at the Commission's public reference
facilities at the above addresses.
The Commission allows us to "incorporate by reference" some of the
information we file. This means we can disclose important information to you by
referring you to those documents. The information incorporated by reference is
considered to be part of this prospectus, and later information that we file
with the Commission will automatically update this information. We incorporate
by reference the documents listed below, and any future filings made with the
Commission under Sections 13(a), 13(c), 14, or 15(d) of the Securities Exchange
Act of 1934, as amended, until the selling shareholders sells all the shares of
our common stock registered under this Registration Statement.
THIS PROSPECTUS INCLUDES OUR PRODUCT NAMES, TRADE NAMES, SERVICE MARKS AND
TRADEMARKS, AS WELL AS THOSE OF OUR SUBSIDIARIES AND OTHER COMPANIES INCLUDING,
WITHOUT LIMITATION, FLOCOR(TM), CYTRX/(R)/, AND TITERMAX/(R)/.
LEGAL MATTERS
The validity of the Shares offered under this registration statement will be
passed upon the Company by Alston & Bird LLP, Atlanta, Georgia.
EXPERTS
Ernst & Young LLP, independent auditors, have audited our consolidated
financial statements and schedule included in our Annual Report on Form 10-K for
the year ended December 31, 2000, as set forth in their report, which is
incorporated by reference in this prospectus and elsewhere in the registration
statement. Our financial statements and schedule are incorporated by reference
in reliance on Ernst & Young LLP's report, given on their authority as experts
in accounting and auditing.
-8-
1,025,000 SHARES
CYTRX CORPORATION
COMMON STOCK
PROSPECTUS
__________________, 2001
NO DEALER, SALES REPRESENTATIVE OR ANY OTHER PERSON HAS BEEN AUTHORIZED TO
GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS IN CONNECTION WITH THIS
OFFERING OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS, AND, IF GIVEN OR MADE,
SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN
AUTHORIZED BY THE COMPANY, BY THE SELLING SHAREHOLDERS OR BY ANY UNDERWRITER.
THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL, OR A SOLICITATION OF AN
OFFER TO BUY, ANY SECURITIES OTHER THAN THE REGISTERED SECURITIES TO WHICH IT
RELATES OR AN OFFER TO, OR A SOLICITATION OF, ANY PERSON IN ANY JURISDICTION
WHERE SUCH AN OFFER OR SOLICITATION WOULD BE UNLAWFUL. NEITHER THE DELIVERY OF
THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES,
CREATE ANY IMPLICATION THAT THE INFORMATION CONTAINED IN THIS REGISTRATION
STATEMENT IS CORRECT AS OF ANY TIME SUBSEQUENT TO THE DATE HEREOF.
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The expenses connected with issuing and distributing the common stock are
provided in the following table. All amounts except the Securities and Exchange
Commission registration fee and the NASD filing fee are estimated. No portions
of these fees will be borne by the selling shareholders
Securities and Exchange Commission Registration Fee............... $ 243.44
Nasdaq National Market Listing Fee................................ $10,250.00
Accountants' Fees and Expenses.................................... $ 6,000.00
Legal Fees and Expenses........................................... $10,000.00
----------
Total........................................................... $26,493.44
==========
* Estimated
** The maximum amount to be paid to Nasdaq if all warrants are exercised
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Certificate of Incorporation of the Registrant was amended in 1986 so
as to eliminate personal liability of the members of the Board of Directors to
the fullest extent permitted by law. Specifically, Article Eleven of the
Certificate of Incorporation provides as follows:
A director of the Corporation shall not be personally liable to the
corporation or its stockholders for monetary damages for breach of
fiduciary duty as a director, except for liability (i) for any breach
of the director's duty of loyalty to the corporation or its
stockholders, (ii) for acts or omissions not in good faith or which
involve intentional misconduct or a knowing violation of law, (iii)
under Section 174 of the Delaware General Corporation Law, or (iv) for
any transaction from which the director derived any improper personal
benefit. If the Delaware General Corporation Law is amended after
approval by the stockholders of this Article to authorize corporate
action further eliminating or limiting the personal liability of
directors, then the liability of a director of the corporation shall
be eliminated or limited to the fullest extent permitted by the
Delaware General Corporation Law as so amended.
Any repeal or modification of the foregoing paragraph by the
stockholders of the corporation shall not adversely affect any right
or protection of a director of the corporation existing at the time of
such repeal or modification.
In addition, the Certificate of Incorporation and By-Laws of the Registrant
provide for indemnification of all officers and directors of the Registrant to
the fullest extent permitted by law. In particular, Article Nine of the
Certificate of Incorporation provides as follows:
The Corporation shall, to the fullest extent permitted by Section 145 of
the General Corporation Law of the State of Delaware, as the same may be amended
and supplemented, indemnify any and all persons whom it shall have power to
indemnify under said section from and against any and all of the expenses,
liabilities or other matters referred to in or covered by said section, and the
indemnification provided for herein shall not be deemed exclusive of any other
rights to which those indemnified may be entitled under any By-Law, agreement,
vote of stockholders or disinterested directors or otherwise, both as to action
in his official capacity and as to action in another capacity while holding such
office, and shall continue as to a
II-1
person who has ceased to be a director, officer, employee or agent and shall
inure to the benefit of the heirs, executors and administrators of such a
person.
Article Five of the Corporation's By-Laws provides as follows:
1. MANDATORY INDEMNIFICATION. The corporation shall indemnify, to the
fullest extent permissible under Delaware law, any person who was or is a party
or is threatened to be made a party to any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative, including an action or suit by or in the right of the corporation
to procure a judgment in its favor, by reason of the fact that he or she is or
was a director, officer, employee or agent of the corporation, or is or was
serving at the request of the corporation as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust or other
enterprise, against expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by him in connection
with such action, suit or proceeding if he acted in good faith and in a manner
he reasonably believed to be in or not opposed to the best interest of the
corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful.
2. MANDATORY ADVANCEMENT OF EXPENSES. Expenses reasonably and actually
incurred by a director, officer, employee, or agent in the course of defending
any suit under paragraph 1 of this Article V shall be paid by the corporation in
advance of the final disposition of the action, suit or proceeding, upon receipt
of an undertaking by or on behalf of the director, officer, employee, or agent
to repay such amounts if it is ultimately determined that he is not entitled to
be indemnified by the corporation. The corporation shall pay these expenses as
they are incurred by the person who may be entitled to indemnification.
3. CONTINUATION OF RIGHT TO INDEMNIFICATION. The indemnification and
advancement of expenses expressly provided by this bylaw shall continue as to a
person who has ceased to be a director, officer, employee or agent and shall
inure to the benefit of his heirs, executors and administrators.
4. INTENT OF BYLAW. The intent of this Article V is to provide the
broadest possible rights to indemnification to the directors, officers,
employees, and agents of the corporation permissible under the law of Delaware
and not to affect any other right to indemnification that may exist.
Section 145 of the Delaware General Corporation Law provides as follows:
(a) A corporation shall have power to indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the corporation) by
reason of the fact that the person is or was a director, officer, employee or
agent of the corporation, or is or was serving at the request of the corporation
as a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by the person in connection with such action, suit or proceeding if the
person acted in good faith and in a manner the person reasonably believed to be
in or not opposed to the best interests of the corporation, and, with respect to
any criminal action or proceeding, had no reasonable cause to believe the
person's conduct was unlawful. The termination of any action suit or proceeding
by judgment, order, settlement, conviction, or upon a plea of nolo contendere or
its equivalent, shall not, of itself, create a presumption that the person did
not act in good faith and in a manner which the person reasonably believed to be
in or not opposed to the best interests of the corporation, and, with respect to
any criminal action or proceeding, had reasonable cause to believe that the
person's conduct was unlawful.
(b) A corporation shall have power to indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action or suit by or in the right of the corporation to procure a
judgment in its favor by reason of the fact that the person is or was a
director, officer, employee or agent of the corporation, or is or was serving at
the request of the corporation as a
II-2
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against expenses (including attorneys' fees)
actually and reasonably incurred by the person in connection with the defense or
settlement of such action or suit if the person acted in good faith and in a
manner the person reasonably believed to be in or not opposed to the best
interests of the corporation and except that no indemnification shall be made in
respect of any claim, issue or matter as to which such person shall have been
adjudged to be liable to the corporation unless and only to the extent that the
Court of Chancery or the court in which such action or suit was brought shall
determine upon application that, despite the adjudication of liability but in
view of all the circumstances of the case, such person is fairly and reasonably
entitled to indemnity for such expenses which the Court of Chancery or such
other court shall deem proper.
(c) To the extent that a director, officer, employee or agent of a
corporation has been successful on the merits or otherwise in defense of any
action, suit or proceeding referred to in subsections (a) and (b) of this
section, or in defense of any claim, issue or matter therein, he shall be
indemnified against expenses (including attorneys fees) actually and reasonably
incurred by him in connection therewith.
(d) Any indemnification under subsections (a) and (b) of this section
(unless ordered by a court) shall be made by the corporation only as authorized
in the specific case upon a determination that indemnification of the director,
officer, employee or agent is proper in the circumstances because the person has
met the applicable standard of conduct set forth in subsections (a) and (b) of
this section. Such determination shall be made (1) by a majority vote of the
directors who are not parties to such action, suit or proceeding, even though
less than a quorum, or (2) if there are no such directors, or if such directors
so direct, by independent legal counsel in a written opinion, or (3) by the
stockholders.
(e) Expenses (including attorneys' fees) incurred by an officer or
director in defending any civil, criminal, administrative or investigative
action, suit or proceeding may be paid by the corporation in advance of the
final disposition of such action, suit or proceeding upon receipt of an
undertaking by or on behalf of such director or officer to repay such amount if
it shall ultimately be determined that he is not entitled to be indemnified by
the corporation as authorized in this section. Such expenses (including
attorneys' fees) incurred by other employees and agents may be so paid upon such
terms and conditions, if any, as the board of directors deems appropriate.
(f) The indemnification and advancement of expenses provided by, or
granted pursuant to, the other subsections of this section shall not be deemed
exclusive of any other rights to which those seeking indemnification or
advancement of expenses may be entitled under any bylaw, agreement, vote of
stockholders or disinterested directors or otherwise, both as to action in his
official capacity and as to action in another capacity while holding such
office.
(g) A corporation shall have power to purchase and maintain insurance on
behalf of any person who is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against any liability asserted against him
and incurred by him in any such capacity, or arising out of his status as such,
whether or not the corporation would have the power to indemnify him against
such liability under this section.
(h) For purposes of this section, references to "the corporation" shall
include, in addition to the resulting corporation, any constituent corporation
(including any constituent of a constituent) absorbed in a consolidation or
merger which, if its separate existence had continued, would have had power and
authority to indemnify its directors, officers, and employees or agents, so that
any person who is or was a director, officer, employee or agent of such
constituent corporation, or is or was serving at the request of such constituent
corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, shall stand in the same
position under this section with respect to the resulting or surviving
corporation as he would have with respect to such constituent corporation if its
separate existence had continued.
II-3
(i) For purposes of this section, references to "other enterprises" shall
include employee benefit plans; references to "fines" shall include any excise
taxes assessed on a person with respect to any employee benefit plan; and
references to "serving at the request of the corporation" shall include any
service as a director, officer, employee or agent of the corporation which
imposes duties on, or involves services by, such director, officer, employee or
agent with respect to an employee benefit plan, its participants or
beneficiaries; and a person who acted in good faith and in a manner he
reasonably believed to be in the interest of the participants and beneficiaries
of an employee benefit plan shall be deemed to have acted in a manner "not
opposed to the best interests of the corporation" as referred to in this
section.
(j) The indemnification and advancement of expenses provided by, or
granted pursuant to, this section shall, unless otherwise provided when
authorized or ratified, continue as to a person who has ceased to be a director,
officer, employee or agent and shall inure to the benefit of the heirs,
executors and administrators of such a person.
(k) The Court of Chancery is hereby vested with exclusive jurisdiction to
hear and determine all actions for advancement of expenses or indemnification
brought under this section or under any bylaw, agreement, vote of stockholders
or disinterested directors, or otherwise. The Court of Chancery may summarily
determine a corporation's obligation to advance expenses (including attorneys'
fees).
Section 102(b)(7) of the Delaware General Corporation Law enables a
corporation in its certificate of incorporation to eliminate or limit personal
liability of members of this board of directors or governing body for violations
of a director's fiduciary duty of care. However, directors remain liable for
breaches of duties of loyalty, failing to act in good faith, engaging in
intentional misconduct, knowingly violating a law, paying a dividend or
approving a stock repurchase which was illegal under Delaware General
Corporation Law Section 174 or obtaining an improper personal benefit. In
addition, equitable remedies for breach of fiduciary duty, such as injunction or
recession, are available.
The Company holds an insurance policy covering directors and officers under
which the insurer agrees to pay, with some exclusions, for any claim made
against the directors and officers of the registrant for a wrongful act that
they may become legally obligated to pay or for which the registrant is required
to indemnify the directors or officers.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933, as amended (the "Securities Act") may be permitted for directors,
officers and controlling persons of the Company under the above provisions, or
otherwise, the Commission has advised us that, in its opinion, such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforce-able. In the event that a claim for indemnification
against such liabilities (other than the payment by the Company of expenses
incurred or paid by a director, officer or controlling person of the Company in
the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Company will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
II-4
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
Exhibit Number Description
-------------- -----------
4.1 Certificate of Amendment to Restated Certificate of
Incorporation (incorporated herein by reference from
Exhibit 3.1 to CytRx's current report on Form 8-K filed
on September 12, 2000, File Number 000-15327)
4.2 Restated Certificate of Incorporation (incorporated by
reference from Exhibit 3.1 to CytRx's Restated
registration statement on Form S-3 filed on November 5,
1997, File Number 333-39607)
4.3 Bylaws, as amended (incorporated by reference from
Exhibit 4.2 to CytRx's registration statement on Form
S-8 filed on July 21, 1997, File Number 333-31717)
4.4 Shareholder Protection Rights Agreement dated April 16,
1997 between CytRx Corporation and American Stock
Transfer & Trust Company as Rights Agent (Incorporated
herein by reference to Exhibit 4.1 to the Registrant's
quarterly report on Form 10-Q for the quarter ended
March 31, 1997, File Number 000-15327)
5 Opinion of Alston & Bird LLP
23.1 Consent of Alston & Bird LLP (included in Exhibit 5
above)
23.2 Consent of Ernst & Young LLP
24 Power of Attorney (see Signature Page)
ITEM 17. UNDERTAKINGS.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of this registration statement (or the most recent post-
effective amendment thereof) which, individually or in the aggregate, represent
a fundamental change in the information set forth in the registration statement.
Notwithstanding the foregoing above, any increase or decrease in the volume of
securities offered (if the total dollar value of securities offered would not
exceed that which was registered) and any deviation from the low or high end of
the estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than 20% change in the maximum
aggregate offering price set forth in the "Calculation of Registration Fee"
table in the Effective Registration Statement;
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement; provided,
however, that paragraphs (a)(1)(i) and (a)(1)(ii) above do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the Registrant pursuant to Section 13 or Section 15(d) of the
Exchange Act that are incorporated by reference in this registration statement.
II-5
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities being offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange
Act (and, where applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Exchange Act) that is incorporated by
reference in the registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
(c) Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities (other
than the payment by the registrant of expenses incurred or paid by a director,
officer or controlling person of the registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the registrant will,
unless in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
(d) The undersigned Registrant hereby undertakes that:
(1) For purposes of determining any liability under the Securities Act of
1933, the information omitted from the form of prospectus filed as part of this
Registration Statement in reliance upon Rule 430A and contained in a form of
prospectus filed by the Registrant pursuant to Rule 424(b)(1) or (4), or 497(h)
under the Securities Act of 1933 shall be deemed to be part of this Registration
Statement as of the time it was declared effective.
(2) For the purpose of determining any liability under the Securities Act
of 1933, each post-effective amendment that contains a form of prospectus shall
be deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
II-6
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the city of Atlanta, and State of Georgia, on August 21, 2001.
CYTRX CORPORATION
By: /s/ Jack J. Luchese
------------------------------
Jack J. Luchese
President and Chief Executive
Officer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons in the
capacities indicated on August 21, 2001.
SIGNATURE TITLE
/s/ Jack J. Luchese Director, President and Chief Executive
- ------------------------------ Officer (Principal Executive Officer)
Jack J. Luchese
/s/ Mark W. Reynolds Vice President, Finance (Principal Financial
- ------------------------------ Officer and Principal Accounting Officer)
Mark W. Reynolds
/s/ Alexander L. Cappello Director
- ------------------------------
Alexander L. Cappello
/s/ Raymond C. Carnahan, Jr. Director
- ------------------------------
Raymond C. Carnahan, Jr.
/s/ Max Link Director
- ------------------------------
Max Link
/s/ Herbert H. McDade, Jr. Director
- ------------------------------
Herbert H. McDade, Jr.
II-7
EXHIBIT INDEX
Exhibit Number Description
-------------- -----------
4.1 Certificate of Amendment to Restated Certificate of Incorporation (incorporated
herein by reference from Exhibit 3.1 to CytRx's current report on Form 8-K filed
on September 12, 2000, File Number 000-15327)
4.2 Restated Certificate of Incorporation (incorporated by reference from Exhibit 3.1
to CytRx's Restated registration statement on Form S-3 filed on November 5, 1997,
File Number 333-39607)
4.3 Bylaws, as amended (incorporated by reference from Exhibit 4.2 to CytRx's
registration statement on Form S-8 filed on July 21, 1997, File Number 333-31717)
4.4 Shareholder Protection Rights Agreement dated April 16, 1997 between CytRx
Corporation and American Stock Transfer & Trust Company as Rights Agent
(incorporated herein by reference to Exhibit 4.1 to the Registrant's quarterly
report on Form 10-Q for the quarter ended March 31, 1997, File Number 000-15327)
5 Opinion of Alston & Bird LLP
23.1 Consent of Alston & Bird LLP (included in Exhibit 5 above)
23.2 Consent of Ernst & Young LLP
24 Power of Attorney (see Signature Page)