content: SECURITIES AND EXCHANGE COMMISSION
  
                                Washington, DC 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) October 25, 2002
                                                           ----------------
  
  
                                 CYTOGEN CORPORATION
                                 -------------------
                 (Exact Name of Registrant as Specified in Charter)
  
  
             Delaware                     000-14879                 222322400
  --------------------------------------------------------------------------------
  (State or Other Jurisdiction    (Commission File Number)        (IRS Employer
       of Incorporation)                                       Identification No.)
  
  
  650 College Road East, 3rd Floor, Princeton, NJ                      08540
  --------------------------------------------------------------------------------
  (Address of Principal Executive Offices)                           (Zip Code)
  
  
  
                                   (609) 750-8200
                  ------------------------------------------------
                   (Registrant's telephone number, including area
                                        code)
  
  
  
            -------------------------------------------------------------
            (Former Name or Former Address, if Changed Since Last Report)
  
  
  <PAGE>
  
  
           Item 5.     Other Events.
  
  Special Meeting of Stockholders
  
           A Special  Meeting  of the  Stockholders  (the  "Special  Meeting")  of
  Cytogen  Corporation  (the  "Company") was held on October 25, 2002.  There were
  present at the Special Meeting, in person or by proxy,  stockholders  holding an
  aggregate of 82,108,998  shares of common stock,  $0.01 par value per share (the
  "Common  Stock")  out of a total  number of  86,779,852  shares of Common  Stock
  issued and outstanding and entitled to vote at the Special  Meeting.  There was,
  therefore,  a quorum  present and competent to transact  business at the Special
  Meeting.
  
           The results of the votes taken at the Special  Meeting  with respect to
  such matters properly before the Special Meeting were as follows:
  
  (i)      A  proposal  to  approve  an  amendment  to  the   Company's   Restated
           Certificate  of  Incorporation,  as amended,  to effect a reverse stock
           split of the Company's Common Stock and to grant the Company's Board of
           Directors the authority,  in its sole discretion,  to set the ratio for
           the reverse  stock split at up to  one-for-ten,  or not to complete the
           reverse stock split:
  
                           FOR              AGAINST          WITHHELD
                           ---              -------          --------
  
                        75,994,122         5,915,657         199,219
  
  
  (ii)     A proposal to approve an  amendment  to the  Company's  Certificate  of
           Incorporation  to decrease  the number of  authorized  shares of Common
           Stock  from   250,000,000  to  a  reduced  number  of  shares  that  is
           proportionate to the reduction in outstanding shares of Common Stock as
           a result of the  reverse  stock  split,  subject to  completion  of the
           reverse stock split:
  
                            FOR             AGAINST          WITHHELD
                            ---             -------          --------
  
                        76,656,806         5,212,048         240,144
  
  
           The stockholders of the Company, therefore, duly passed both proposals.
  
  Board of  Director's  Approval of Reverse  Stock Split and Amendment to Restated
  Certificate of Incorporation, as amended
  
           Pursuant  to the  authority  granted to it by the  stockholders  of the
  Company at the  Special  Meeting,  the Board of  Directors  of the  Company,  on
  October 25, 2002, approved resolutions providing for a one-for-ten reverse stock
  split (the "Reverse Split") of all outstanding,  issued and authorized shares of
  the Company's  Common Stock. The record date for determining the Common Stock to
  be affected  by the Reverse  Split shall be the close of business on October 25,
  2002.
  
  <PAGE>
           Additionally,  on October 25, 2002,  the Company filed a Certificate of
  Amendment to Restated  Certificate of Incorporation,  as amended,  (the "Charter
  Amendment") with the Secretary of State of the State of Delaware,  to effect the
  Reverse Split. The Charter Amendment provides that the total number of shares of
  all classes of capital stock which the Company shall have  authority to issue is
  Thirty Million Four Hundred Thousand  (30,400,000)  shares, of which Twenty Five
  Million  (25,000,000)  shall be shares of Common  Stock,  and Five  Million Four
  Hundred Thousand (5,400,000) shall be shares of Preferred Stock.
  
           On October 25, 2002, the Company also issued a press release announcing
  the results of the votes taken at the Special Meeting, as well as the subsequent
  approval of the Reverse Split by the Board of Directors.  The Charter  Amendment
  and such press  release are  attached  hereto as Exhibit  3.1 and Exhibit  99.1,
  respectively,  and each is  incorporated  herein  by  reference.  The  foregoing
  description of each of the Charter Amendment and such press release is qualified
  in its entirety by reference to each such respective document.
  
           Item 7.     Financial Statements, Pro Forma Financial Information and
  Exhibits.
  
           (c) Exhibits.
  
                  Exhibit No.    Description
                  -----------    -----------
  
                      3.1        Certificate of Amendment to Restated  Certificate
                                 of Incorporation, as amended, as filed with the
                                 Secretary of State of the State of Delaware on
                                 October 25, 2002
  
                     99.1        Press release of the Company dated October 25,
                                 2002
  
  
  <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/ Lawrence R. Hoffman
                                              ------------------------------------
                                               Lawrence R. Hoffman,
                                               Vice President and Chief Financial
                                               Officer
  
  
  
  Date:  October 25, 2002
metadata_documents: [{"type": "8-K", "sequence": "1", "filename": "form8-k102502.txt", "description": "FORM 8-K DATED 10/25/02", "secsgml_size_bytes": 6878}]
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": "02798557"}, "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, DC 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) October 25, 2002
                                                           ----------------
  
                                 CYTOGEN CORPORATION
                                 -------------------
                 (Exact Name of Registrant as Specified in Charter)
  
             Delaware                     000-14879                 222322400
  --------------------------------------------------------------------------------
  (State or Other Jurisdiction    (Commission File Number)        (IRS Employer
       of Incorporation)                                       Identification No.)
  
  650 College Road East, 3rd Floor, Princeton, NJ                      08540
  --------------------------------------------------------------------------------
  (Address of Principal Executive Offices)                           (Zip Code)
  
                                   (609) 750-8200
                  ------------------------------------------------
                   (Registrant's telephone number, including area
                                        code)
  
            -------------------------------------------------------------
            (Former Name or Former Address, if Changed Since Last Report)
  Item 5.     Other Events.
  
  Special Meeting of Stockholders
  
           A Special  Meeting  of the  Stockholders  (the  "Special  Meeting")  of
  Cytogen  Corporation  (the  "Company") was held on October 25, 2002.  There were
  present at the Special Meeting, in person or by proxy,  stockholders  holding an
  aggregate of 82,108,998  shares of common stock,  $0.01 par value per share (the
  "Common  Stock")  out of a total  number of  86,779,852  shares of Common  Stock
  issued and outstanding and entitled to vote at the Special  Meeting.  There was,
  therefore,  a quorum  present and competent to transact  business at the Special
  Meeting.
  
           The results of the votes taken at the Special  Meeting  with respect to
  such matters properly before the Special Meeting were as follows:
  
  (i)      A  proposal  to  approve  an  amendment  to  the   Company's   Restated
           Certificate  of  Incorporation,  as amended,  to effect a reverse stock
           split of the Company's Common Stock and to grant the Company's Board of
           Directors the authority,  in its sole discretion,  to set the ratio for
           the reverse  stock split at up to  one-for-ten,  or not to complete the
           reverse stock split:
  
                           FOR              AGAINST          WITHHELD
                           ---              -------          --------
  
                        75,994,122         5,915,657         199,219
  
  (ii)     A proposal to approve an  amendment  to the  Company's  Certificate  of
           Incorporation  to decrease  the number of  authorized  shares of Common
           Stock  from   250,000,000  to  a  reduced  number  of  shares  that  is
           proportionate to the reduction in outstanding shares of Common Stock as
           a result of the  reverse  stock  split,  subject to  completion  of the
           reverse stock split:
  
                            FOR             AGAINST          WITHHELD
                            ---             -------          --------
  
                        76,656,806         5,212,048         240,144
  
           The stockholders of the Company, therefore, duly passed both proposals.
  
  Board of  Director's  Approval of Reverse  Stock Split and Amendment to Restated
  Certificate of Incorporation, as amended
  
           Pursuant  to the  authority  granted to it by the  stockholders  of the
  Company at the  Special  Meeting,  the Board of  Directors  of the  Company,  on
  October 25, 2002, approved resolutions providing for a one-for-ten reverse stock
  split (the "Reverse Split") of all outstanding,  issued and authorized shares of
  the Company's  Common Stock. The record date for determining the Common Stock to
  be affected  by the Reverse  Split shall be the close of business on October 25,
  2002.
  Additionally,  on October 25, 2002,  the Company filed a Certificate of
  Amendment to Restated  Certificate of Incorporation,  as amended,  (the "Charter
  Amendment") with the Secretary of State of the State of Delaware,  to effect the
  Reverse Split. The Charter Amendment provides that the total number of shares of
  all classes of capital stock which the Company shall have  authority to issue is
  Thirty Million Four Hundred Thousand  (30,400,000)  shares, of which Twenty Five
  Million  (25,000,000)  shall be shares of Common  Stock,  and Five  Million Four
  Hundred Thousand (5,400,000) shall be shares of Preferred Stock.
  
           On October 25, 2002, the Company also issued a press release announcing
  the results of the votes taken at the Special Meeting, as well as the subsequent
  approval of the Reverse Split by the Board of Directors.  The Charter  Amendment
  and such press  release are  attached  hereto as Exhibit  3.1 and Exhibit  99.1,
  respectively,  and each is  incorporated  herein  by  reference.  The  foregoing
  description of each of the Charter Amendment and such press release is qualified
  in its entirety by reference to each such respective document.
  
           Item 7.     Financial Statements, Pro Forma Financial Information and
  Exhibits.
  
           (c) Exhibits.
  
                  Exhibit No.    Description
                  -----------    -----------
  
                      3.1        Certificate of Amendment to Restated  Certificate
                                 of Incorporation, as amended, as filed with the
                                 Secretary of State of the State of Delaware on
                                 October 25, 2002
  
                     99.1        Press release of the Company dated October 25,
                                 2002
  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/ Lawrence R. Hoffman
                                              ------------------------------------
                                               Lawrence R. Hoffman,
                                               Vice President and Chief Financial
                                               Officer
  
  Date:  October 25, 2002