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 June 30, 1996 ------------- 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 0-14879 ------- 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 July 24, 1996 - ---------------------------- ---------------------------- Common Stock, $.01 par value 47,925,175 Warrants to Purchase One Share of Common Stock, 4,023,495 $.01 par value Item 6 - Exhibits and Reports on Form 8-K - ------ (a) Exhibits: 3.- Certificate of Incorporation of CYTOGEN Corporation. 10.1- Second Amendment to the License Agreement between CYTOGEN Corporation and The Dow Chemical Company dated May 20, 1996.* 10.2- Amendment No. 1 to the CYTOGEN Corporation 1995 Stock Option Plan dated May 22, 1996. 10.3- Amendment No. 2 to the CYTOGEN Corporation 1988 Stock Option Plan for Non-Employee Directors dated May 22, 1996. 27- Financial Data Schedule (Submitted to SEC only in electronic format). * CYTOGEN Corporation has requested confidential treatment of certain provisions contained in this exhibit. The copy filed as an exhibit omits the information subject to the confidentiality request. This exhibit expands the licensed field thereunder to include osteoblastic diseases, including rheumatoid arthritis. (b) Reports on Form 8-K: None 2 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 October 2, 1996 By /s/ T. Jerome Madison ---------------------------- --------------------------------- T. Jerome Madison Chief Financial Officer (Authorized Officer and Principal Financial Officer) 3