content: UNITED STATES
  
                         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): September 23, 2005
                                                          ------------------
  
                                 CYTOGEN CORPORATION
           --------------------------------------------------------------
                 (Exact Name of Registrant as Specified in Charter)
  
  
            Delaware                       000-14879                22-2322400
  ------------------------------   --------------------------  -------------------
   (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
                                                             --------------
  
  --------------------------------------------------------------------------------
            (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))
  
  
  <PAGE>
  
  
  Item 1.01  ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
  
  
       On September 23, 2005, the Board of Directors of Cytogen  Corporation  (the
  "Company")  adopted the 2005 Employee Stock Purchase Plan (the "2005 ESPP"). The
  2005 ESPP will replace the Company's  existing  Employee  Stock  Purchase  Plan.
  Under the 2005 ESPP eligible  employees may elect to purchase  shares of Cytogen
  common  stock at 85% of the lower of fair  market  value as of the first or last
  trading day of each participation  period.  Under the 2005 ESPP, officers of the
  Company  who  purchase  shares may not  transfer  such shares for a period of 12
  months  after the purchase  date.  The Company has  reserved  500,000  shares of
  common stock for future  issuance  under the 2005 ESPP.  The Company  intends to
  submit the 2005 ESPP for consideration by the stockholders of the Company at the
  Company's Annual Meeting of Stockholders in 2006. No shares of common stock will
  be  sold  pursuant  to the  2005  ESPP  unless  such  plan  is  approved  by the
  stockholders of the Company.
  
       A copy of the ESPP, as adopted,  is attached hereto as Exhibit 10.1 to this
  Current  Report on Form  8-K,  and is  incorporated  herein  by  reference.  The
  foregoing description is qualified in its entirety by reference to such Exhibit.
  
  Item 9.01  FINANCIAL STATEMENTS AND EXHIBITS.
  
  (c) Exhibits.
  
          Exhibit No.       Description
          -----------       -----------
  
              10.1          Cytogen Corporation 2005 Employee Stock Purchase Plan.
  
  
  
  <PAGE>
  
  
                                     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
                                                     -----------------------------
                                                     Michael D. Becker
                                                     President and Chief Executive
                                                     Officer
  
  Dated:   September 27, 2005
  
  
  
  <PAGE>
  
  
                                    EXHIBIT INDEX
  
  
          Exhibit No.       Description
          -----------       -----------
  
              10.1          Cytogen Corporation 2005 Employee Stock Purchase Plan.
metadata_documents: [{"type": "8-K", "sequence": "1", "filename": "form8k-092605_espp.txt", "description": "FORM 8-K 092605 - ESPP", "secsgml_size_bytes": 4744}]
metadata_filer: {"company-data": {"conformed-name": "CYTOGEN CORP", "cik": "0000725058", "assigned-sic": "2834", "irs-number": "222322400", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-14879", "film-number": "051105909"}, "business-address": {"street1": "650 COLLEGE RD EAST STE 3100", "city": "PRINCETON", "state": "NJ", "zip": "08540", "phone": "6099878200"}, "mail-address": {"street1": "650 COLLEGE RD EAST STE 3100", "city": "PRINCETON", "state": "NJ", "zip": "08540"}}
text: UNITED STATES
  
                         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): September 23, 2005
                                                          ------------------
  
                                 CYTOGEN CORPORATION
           --------------------------------------------------------------
                 (Exact Name of Registrant as Specified in Charter)
  
            Delaware                       000-14879                22-2322400
  ------------------------------   --------------------------  -------------------
   (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
                                                             --------------
  
  --------------------------------------------------------------------------------
            (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 1.01  ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
  
       On September 23, 2005, the Board of Directors of Cytogen  Corporation  (the
  "Company")  adopted the 2005 Employee Stock Purchase Plan (the "2005 ESPP"). The
  2005 ESPP will replace the Company's  existing  Employee  Stock  Purchase  Plan.
  Under the 2005 ESPP eligible  employees may elect to purchase  shares of Cytogen
  common  stock at 85% of the lower of fair  market  value as of the first or last
  trading day of each participation  period.  Under the 2005 ESPP, officers of the
  Company  who  purchase  shares may not  transfer  such shares for a period of 12
  months  after the purchase  date.  The Company has  reserved  500,000  shares of
  common stock for future  issuance  under the 2005 ESPP.  The Company  intends to
  submit the 2005 ESPP for consideration by the stockholders of the Company at the
  Company's Annual Meeting of Stockholders in 2006. No shares of common stock will
  be  sold  pursuant  to the  2005  ESPP  unless  such  plan  is  approved  by the
  stockholders of the Company.
  
       A copy of the ESPP, as adopted,  is attached hereto as Exhibit 10.1 to this
  Current  Report on Form  8-K,  and is  incorporated  herein  by  reference.  The
  foregoing description is qualified in its entirety by reference to such Exhibit.
  
  Item 9.01  FINANCIAL STATEMENTS AND EXHIBITS.
  
  (c) Exhibits.
  
          Exhibit No.       Description
          -----------       -----------
  
              10.1          Cytogen Corporation 2005 Employee Stock Purchase Plan.
  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
                                                     -----------------------------
                                                     Michael D. Becker
                                                     President and Chief Executive
                                                     Officer
  
  Dated:   September 27, 2005
  EXHIBIT INDEX
  
          Exhibit No.       Description
          -----------       -----------
  
              10.1          Cytogen Corporation 2005 Employee Stock Purchase Plan.