content: 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): June 6, 2003
                                                             ------------
  
                                 CYTOGEN CORPORATION
             ----------------------------------------------------------
                 (Exact Name of Registrant as Specified in Charter)
  
            Delaware                      000-14879                 222322400
  ----------------------------    ------------------------     -------------------
  (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
                                                             --------------
  
  <PAGE>
  
  
  Item 5.  Other Events.
  
           On  June  6,  2003,  Cytogen  Corporation,   a  Delaware  company  (the
  "Company")  entered  into  a  Securities  Purchase  Agreement  (the  "Securities
  Purchase Agreement") with certain institutional  investors pursuant to which the
  Company issued and sold 1,052,632 shares of its common stock at $4.75 per share.
  In  connection  with such  financing,  the  Company  also issued  warrants  (the
  "Warrants") to such investors to purchase 315,789 shares of the Company's Common
  Stock with an exercise price of $6.91 per share.
  
           The proceeds  received from this  financing are expected to be used for
  general  corporate  purposes,  marketing and sales initiatives for the Company's
  onclology  products and development of the Company's  prostate specific membrane
  antigen (PSMA) technology.
  
           The securities sold in this private  placement have not been registered
  under the  Securities Act of 1933, as amended (the "Act") and may not be offered
  or sold  in the  United  States  in the  absence  of an  effective  registration
  statement  or exemption  from the  registration  requirements  under the Act. In
  accordance   with  the  terms  of  the   Registration   Rights   Agreement  (the
  "Registration  Rights  Agreement"),  dated  June 6,  2003,  entered  into by the
  Company and the investors in  connection  with this  financing,  the Company has
  agreed to file a resale  registration  statement on Form S-3 within 90 days from
  June 6, 2003 for  purposes of  registering,  pursuant to the Act,  the shares of
  Common Stock acquired by the investors.
  
           A complete copy of each of the Securities Purchase Agreement,  the form
  of Warrant,  the Registration  Rights Agreement and the related press release of
  the Company, dated June 6, 2003, are filed herewith as Exhibits 10.1, 10.2, 10.3
  and 99.1, respectively,  and are incorporated herein by reference. The foregoing
  descriptions of: (i) the Securities Purchase Agreement, (ii) the Warrants; (iii)
  the  Registration  Rights  Agreement;  and (iv) the press  release and any other
  documents  or filings  referenced  herein are  qualified  in their  entirety  by
  reference to such Exhibits, documents or filings.
  
  Item 7.  Financial Statements, Pro Forma Financial Information and Exhibits.
  
       (c) Exhibits.
  
           Exhibit No.      Description
           -----------      -----------
  
              10.1          Securities Purchase Agreement by and among the Company
                            and the  Purchasers dated June 6, 2003.
  
              10.2          Form of Common Stock  Purchase  Warrant  issued by the
                            Company in favor of each Purchaser dated June 6, 2003.
  
              10.3          Registration Rights Agreement by and among the Company
                            and the  Purchasers dated June 6, 2003.
  
              99.1          Press release of the Company dated June 6, 2003.
  
  
  
  <PAGE>
  
  
                                     SIGNATURES
  
  
  
           Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
  the  Registrant  has duly caused this current report on Form 8-K 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:   June 6, 2003
  
  
  
  <PAGE>
  
  
                                    EXHIBIT INDEX
  
  
  
  
           Exhibit No.      Description
           -----------      -----------
  
              10.1          Securities Purchase Agreement by and among the Company
                            and the  Purchasers dated June 6, 2003.
  
              10.2          Form of Common Stock  Purchase  Warrant  issued by the
                            Company in favor of each Purchaser dated June 6, 2003.
  
              10.3          Registration Rights Agreement by and among the Company
                            and the  Purchasers dated June 6, 2003.
  
              99.1          Press release of the Company dated June 6, 2003.
metadata_documents: [{"type": "8-K", "sequence": "1", "filename": "form8-k060603.txt", "description": "FORM 8-K DATED JUNE 6, 2003", "secsgml_size_bytes": 5652}]
metadata_filer: {"company-data": {"conformed-name": "CYTOGEN CORP", "cik": "0000725058", "assigned-sic": "2835", "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": "03737864"}, "business-address": {"street1": "600 COLLEGE RD EAST CN 5308", "city": "PRINCETON", "state": "NJ", "zip": "08540", "phone": "6099878200"}, "mail-address": {"street1": "600 COLLEGE RD EAST CN 5308", "street2": "600 COLLEGE RD EAST CN 5308", "city": "PRINCETON", "state": "NJ", "zip": "08540"}}
text: 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): June 6, 2003
                                                             ------------
  
                                 CYTOGEN CORPORATION
             ----------------------------------------------------------
                 (Exact Name of Registrant as Specified in Charter)
  
            Delaware                      000-14879                 222322400
  ----------------------------    ------------------------     -------------------
  (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
                                                             --------------
  Item 5.  Other Events.
  
           On  June  6,  2003,  Cytogen  Corporation,   a  Delaware  company  (the
  "Company")  entered  into  a  Securities  Purchase  Agreement  (the  "Securities
  Purchase Agreement") with certain institutional  investors pursuant to which the
  Company issued and sold 1,052,632 shares of its common stock at $4.75 per share.
  In  connection  with such  financing,  the  Company  also issued  warrants  (the
  "Warrants") to such investors to purchase 315,789 shares of the Company's Common
  Stock with an exercise price of $6.91 per share.
  
           The proceeds  received from this  financing are expected to be used for
  general  corporate  purposes,  marketing and sales initiatives for the Company's
  onclology  products and development of the Company's  prostate specific membrane
  antigen (PSMA) technology.
  
           The securities sold in this private  placement have not been registered
  under the  Securities Act of 1933, as amended (the "Act") and may not be offered
  or sold  in the  United  States  in the  absence  of an  effective  registration
  statement  or exemption  from the  registration  requirements  under the Act. In
  accordance   with  the  terms  of  the   Registration   Rights   Agreement  (the
  "Registration  Rights  Agreement"),  dated  June 6,  2003,  entered  into by the
  Company and the investors in  connection  with this  financing,  the Company has
  agreed to file a resale  registration  statement on Form S-3 within 90 days from
  June 6, 2003 for  purposes of  registering,  pursuant to the Act,  the shares of
  Common Stock acquired by the investors.
  
           A complete copy of each of the Securities Purchase Agreement,  the form
  of Warrant,  the Registration  Rights Agreement and the related press release of
  the Company, dated June 6, 2003, are filed herewith as Exhibits 10.1, 10.2, 10.3
  and 99.1, respectively,  and are incorporated herein by reference. The foregoing
  descriptions of: (i) the Securities Purchase Agreement, (ii) the Warrants; (iii)
  the  Registration  Rights  Agreement;  and (iv) the press  release and any other
  documents  or filings  referenced  herein are  qualified  in their  entirety  by
  reference to such Exhibits, documents or filings.
  
  Item 7.  Financial Statements, Pro Forma Financial Information and Exhibits.
  
       (c) Exhibits.
  
           Exhibit No.      Description
           -----------      -----------
  
              10.1          Securities Purchase Agreement by and among the Company
                            and the  Purchasers dated June 6, 2003.
  
              10.2          Form of Common Stock  Purchase  Warrant  issued by the
                            Company in favor of each Purchaser dated June 6, 2003.
  
              10.3          Registration Rights Agreement by and among the Company
                            and the  Purchasers dated June 6, 2003.
  
              99.1          Press release of the Company dated June 6, 2003.
  SIGNATURES
  
           Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
  the  Registrant  has duly caused this current report on Form 8-K 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:   June 6, 2003
  EXHIBIT INDEX
  
           Exhibit No.      Description
           -----------      -----------
  
              10.1          Securities Purchase Agreement by and among the Company
                            and the  Purchasers dated June 6, 2003.
  
              10.2          Form of Common Stock  Purchase  Warrant  issued by the
                            Company in favor of each Purchaser dated June 6, 2003.
  
              10.3          Registration Rights Agreement by and among the Company
                            and the  Purchasers dated June 6, 2003.
  
              99.1          Press release of the Company dated June 6, 2003.