x
|
ANNUAL
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
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¨
|
TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
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CYTOGEN
CORPORATION
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(Exact
Name of Registrant as Specified in Its
Charter)
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Delaware
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22-2322400
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|||
(State
or Other Jurisdiction of
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(I.R.S.
Employer Identification No.)
|
|||
Incorporation
or Organization)
|
||||
650
College Road East, Suite 3100
|
||||
Princeton,
New Jersey
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08540
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|||
(Address
of Principal Executive Offices)
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(Zip
Code)
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Registrant's
telephone number, including area code:
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(609)
750-8200
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Securities
registered pursuant to Section 12(b) of the Act:
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Title
of Each Class
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Name
of Each Exchange on
which
Registered
|
|
Common
Stock, $0.01 par value per share
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The
NASDAQ
|
|
Stock
Market LLC
|
|
Securities
registered pursuant to Section 12(g) of the
Act:
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Preferred
Stock Purchase Rights, $0.01 par value per
share
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Large
Accelerated Filer ¨
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Accelerated
Filer ¨
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Non-
Accelerated Filer ¨
(Do
not check if a smaller reporting company)
|
Smaller
Reporting Company x
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Page
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|||
PART
III
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|||
Directors,
Executive Officers and Corporate Governance
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2
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||
Executive
Compensation
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5
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||
Security
Ownership of Certain Beneficial Owners and Management and Related
Stockholder Matters
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19
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||
Certain
Relationships and Related Transactions and Director
Independence
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22
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||
Principal
Accounting Fees and Services
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22
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PART
IV
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|||
Exhibits
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24
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||
25
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Name
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Age
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Served as a
Director Since
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Positions
with
the Company
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|||
James
A. Grigsby
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65
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1996
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Chairman
of the Board
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|||
John E. Bagalay, Jr.
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74
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1995
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Director
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|||
Allen
Bloom
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64
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2003
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Director
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|||
Stephen
K. Carter
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70
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1998
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Director
|
|||
Robert F. Hendrickson
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75
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1995
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Director
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|||
Dennis
H. Langer
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56
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2005
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Director
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|||
Kevin
G. Lokay
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51
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2001
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President,
Chief Executive Officer and Director
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|||
Joseph
A. Mollica
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67
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2005
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Director
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Name
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Age
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Capacities
In Which Served
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In
Current Position Since
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|||
Executive
Officers:
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||||||
Kevin
G. Lokay(1)
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51
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President, Chief Executive
Officer
and Director
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November
2007
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|||
Kevin
J. Bratton
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59
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Senior Vice President,
Finance, and Chief Financial Officer
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November
2006
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|||
William
F. Goeckeler
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52
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Senior
Vice President,
Operations
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December
2003
(Vice
President, Operations from January 2003 to December 2003; Vice President
of Research and Development from June 2001 to January
2003)
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|||
Stephen
A. Ross
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43
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Senior
Vice President Sales and
Marketing
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July
2007
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(1)
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Mr.
Lokay’s biographical information appears above. See
“Information about our Board of
Directors”.
|
|
·
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Motivate,
recruit and retain executives capable of meeting the Company’s strategic
objectives and building long-term shareholder
value;
|
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·
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Provide
incentives to ensure superior executive performance and successful
financial results for the Company;
and
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·
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Align
the interests of executives with the long-term interests of
shareholders.
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The
Committee seeks to achieve these objectives
by:
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·
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Establishing
a compensation structure that is both market competitive and internally
fair;
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·
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Linking
a substantial portion of compensation to the Company’s achievement of
financial objectives and the individual’s contribution to the attainment
of those objectives;
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·
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Providing
risk for underachievement and rewards for overachievement of
goals;
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·
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Encouraging
executives to manage the Company from the perspective of owners of the
Company; and
|
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·
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Providing
long-term equity-based incentives and encouraging direct share ownership
by executives.
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·
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Base
salary;
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·
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Annual
short-term cash incentives;
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·
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Long-term
equity incentive awards;
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·
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Special
benefits and perquisites;
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·
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Change
in control agreements; and
|
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·
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Retention
agreements.
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Name
|
Title
|
2007
Salary @ Year-End
|
2008
Salary
|
%
Increase
|
||||
Kevin
G. Lokay
|
President
& CEO
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$400,000
|
$400,000
|
--
|
||||
Kevin
J. Bratton
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SVP,
Finance & CFO
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$225,000
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$238,500
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6%
|
||||
William
F. Goeckeler
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SVP
of Operations
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$277,156
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$285,471
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3%
|
||||
Stephen
A. Ross
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SVP
Sales and Marketing
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$235,000
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$244,400
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4%
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Name
|
Title
|
2007
Target
Bonus
($)
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2007
Target
Bonus
(% Salary)
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2007
Actual Bonus ($)
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2007
Actual Bonus (% Salary @
Year-End)
|
|||||
Kevin
G. Lokay
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President
& CEO
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$ 33,333(2)
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50%
|
--
|
--
|
|||||
Michael
D. Becker
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President
& CEO(1)
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$191,860
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50%
|
--
|
--
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|||||
Kevin
J. Bratton
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SVP,
Finance & CFO
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$ 67,500
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30%
|
--
|
--
|
|||||
William
F. Goeckeler
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SVP,
Operations
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$110,862
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40%
|
--
|
--
|
|||||
William
J. Thomas
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SVP
& General Counsel(1)
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$ 76,016
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30%
|
--
|
--
|
|||||
Stephen
A. Ross
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SVP,
Sales and Marketing
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$ 41,125(3)
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35%
|
--
|
--
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(1)
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Resigned
in November 2007.
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(2)
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Prorated
based on employment date in November
2007.
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(3)
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Prorated
based on employment date in July
2007.
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Name
|
Title
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2007
Target Bonus ($)
|
2007
Target
Bonus
(% Salary)
|
2008
Target Bonus ($)
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2008
Target Bonus (% Salary)
|
|||||
Kevin
G. Lokay
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President
& CEO
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$ 33,333
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50%
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$200,000
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50%
|
|||||
Michael
D. Becker
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President
& CEO(1)
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$191,860
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50%
|
--
|
--
|
|||||
Kevin
J. Bratton
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SVP,
Finance & CFO
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$ 67,500
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30%
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$ 71,550
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30%
|
|||||
William
F. Goeckeler
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SVP, Operations
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$110,862
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40%
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$114,189
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40%
|
|||||
William
J. Thomas
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SVP
& General Counsel(1)
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$ 76,016
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30%
|
--
|
--
|
|||||
Stephen
A. Ross
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SVP,
Sales and Marketing
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$ 41,125
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35%
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$ 85,540
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35%
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(1)
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Resigned
in November 2007.
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Name
and
Principal
Position
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Year
|
Salary
($)
|
Bonus
($)(1)(2)
|
Stock
Awards
($)(3)
|
Option
Awards
($)(3)
|
Non-
Equity
Incentive Plan Compensa-
tion
($)
|
Change
in Pension Value and Nonqualified Deferred Compensa-
tion
Earnings ($)
|
All
Other
Compensation
($)(1)(4)
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Total
($)
|
(a)
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(b)
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(c)
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(d)
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(e)
|
(f)
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(g)
|
(h)
|
(i)
|
(j)
|
Kevin
G. Lokay(5)
President
and Chief Executive Officer
|
2007
|
46,154
|
--
|
10,953
|
28,146
|
--
|
--
|
82
|
85,335
|
Michael
D. Becker(6)
President
and Chief Executive Officer
|
2007
2006
|
361,166
321,423
|
--
181,000
|
115,364
63,974
|
208,522
422,662
|
--
--
|
--
--
|
7,090
6,893
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692,142
995,952
|
Kevin
J. Bratton(7)
Senior
Vice President, Finance and Chief Financial Officer
|
2007
2006
|
225,000
28,558
|
--
20,000
|
56,010
6,375
|
95,170
9,727
|
--
--
|
--
--
|
7,566
121
|
383,746
64,781
|
William
F. Goeckeler
Senior
Vice President, Operations
|
2007
2006
|
276,855
229,007
|
--
91,664
|
63,849
32,120
|
114,831
132,369
|
--
--
|
--
--
|
7,377
7,093
|
462,912
492,253
|
William
J. Thomas(9)
Senior
Vice President and General Counsel
|
2007
2006
|
241,461
221,032
|
--
66,338
|
42,862
25,300
|
73,527
107,418
|
--
--
|
--
--
|
5,145
4,207
|
362,995
424,295
|
Stephen
A. Ross(8)
Senior
Vice President Sales and Marketing
|
2007
|
103,943
|
--
|
5,102
|
9,106
|
--
|
--
|
30,535
|
148,686
|
(1)
|
Certain
perquisites or personal benefits are not included herein because they did
not exceed, in the case of each Named Executive, $10,000 in the
aggregate.
|
(2)
|
The
amounts disclosed in this column include bonus payments made to certain of
the Named Executives in cash for fiscal year 2006 and paid in
2007.
|
(3)
|
The
amounts in these columns do not reflect compensation actually received by
the named executive officers. Instead, the amounts reflect the
compensation expense recognized by the Company in 2007 and 2006 for stock
awards and option awards, computed in accordance with FAS
123(R). The compensation expense reflects stock awards and
option awards granted in and prior to 2007 and excludes any reduction in
value due to potential service-based forfeiture
assumptions. Assumptions used in the calculation of the
compensation expense are included in footnote 13 to the Company’s audited
financial statements for each of the fiscal years ended December 31, 2007
and 2006, included in
|
|
the
Company’s Annual Report on Form 10-K filed with the SEC on March 14,
2008. The compensation expense does not correspond to the
actual value that may be realized by the named executive officers with
respect to these awards if and when they vest. Messrs Becker
and Thomas resigned in November 2007 and all of their unvested RSAs and
options have been cancelled. These forfeitures resulted in
reductions to the compensation expense above of $177,181 and $177,664 for
Mr. Becker and $66,345 and $55,660 for Mr.
Thomas.
|
(4)
|
The
amounts disclosed in this column include amounts contributed or accrued by
us in 2007 and 2006 under our Retirement Savings Plan, a defined
contribution plan which consists of a 401(k) contribution portion. In
fiscal year 2007, these amounts were as follows: on behalf of
Mr. Lokay, $0; Mr. Becker, $6,750; Mr. Bratton, $6,633; Dr. Goeckeler,
$6,750; Mr. Thomas, $4,617 and Mr. Ross, $1,356. In fiscal year
2006, these amounts were as follows: on behalf of Mr. Becker, $6,600; Mr.
Bratton, $0; Dr. Goeckeler, $6,600; and Mr. Thomas, $3,900. The amounts
disclosed also include insurance premiums paid by the Company with respect
to group term life insurance and with respect to fiscal years 2007 and
2006. In fiscal year 2007, these amounts were as follows: on
behalf of Mr. Lokay, $82; Mr. Becker, $340; Mr. Bratton, $903; Dr.
Goeckeler, $627; Mr. Ross, $98; and Mr. Thomas, $528. In fiscal
year 2006 they were as follows: on behalf of Mr. Becker, $293; Mr.
Bratton, $121; Dr. Goeckeler, $493; and Mr. Thomas, $307. The
amounts disclosed in 2007 also include relocation reimbursement of $29,081
paid to Mr. Ross.
|
(5)
|
Mr.
Lokay joined the Company in November 2007 as President and Chief Executive
Officer. Mr. Lokay received, in accordance with our 2006 Equity
Compensation Plan, as amended, a grant of (i) 350,877 restricted stock
units, or RSUs that vest upon the successful completion of a performance
milestone established by the compensation committee of the board of
directors and expire upon the triggering of the performance milestone
event in section (ii); and (ii) 175,439 RSUs that vest upon the successful
completion of another performance milestone established by the
compensation committee of the board of directors and expire upon the
triggering of the performance milestone event in section
(i).
|
|
Mr.
Lokay also received grants of options as follows: (i) options
to purchase 400,000 shares of the Company’s commons stock, in accordance
with the 2004 Stock Incentive Plan, as amended, at an exercise price equal
to the higher of the closing price of the Company’s common stock, as
listed on the NASDAQ Global Market on December 18, 2007 and $0.57 and
vesting at a rate of 25% on each anniversary of the date of grant; and
(ii) options to purchase 100,000 shares of the Company’s common stock, in
accordance with the 2006 Plan, as amended, at an exercise price equal to
the higher of the of closing price of the Company’s common stock, as
listed on the NASDAQ Global Market on December 18, 2007 and $0.57 and
vesting at a rate of 25% on each anniversary of the date of
grant.
|
(6)
|
Mr.
Becker joined the Company in April 2001 and was promoted to President and
Chief Executive Officer in December 2002. In connection with such
promotion, Mr. Becker was granted options to purchase 200,000 shares of
our common stock under our 1995 Plan. The exercise price per share of such
options is $3.54, the fair market value of our common stock on the date of
grant. 50,000 of such options vested immediately upon grant, 50,000
options vested in 2006 upon the achievement of certain performance
milestones pre-established by the Board of Directors, and the remaining
100,000 options were cancelled upon Mr. Becker’s resignation in November
2007 in accordance with the terms of Mr. Becker’s option
agreements. The grant date fair value of the performance
options vested in 2006 in the amount of $152,000 is included in the
“Option Awards” column.
|
(7)
|
Mr.
Bratton joined the Company in November 2006 as our Senior Vice President,
Finance and Chief Financial
Officer.
|
(8)
|
Mr.
Ross joined the Company in July 2007 as our Senior Vice President Sales
and Marketing.
|
(9)
|
Mr.
Thomas resigned in November 2007 as our Senior Vice President and General
Counsel.
|
Estimated
Future Payouts
Under
Non-Equity Incentive
Plan
Awards
|
Estimated
Future Payouts Under Equity Incentive Plan Awards
|
All
Other
Stock
Awards:
Number
of
Shares
of
Stock
or
Units
(#)
|
All
Other
Option
Awards:
Number
of
Securities
Under-
lying
Options
(#)
|
Exercise
or
Base
Price
of Option
Awards
($/Sh)
|
Grant
Date Fair Value of Equity Awards
($)
|
||||||
Name
|
Grant
Date
|
Threshold
($)
|
Target
($)
|
Maximum
($)
|
Threshold
(#)
|
Target
(#)
|
Maximum
(#)
|
||||
(a)
|
(b)
|
(c)
|
(d)
|
(e)
|
(f)
|
(g)
|
(h)
|
(i)
|
(j)
|
(k)
|
(l)
|
Michael
D. Becker
|
2/20/07
2/20/07
|
--
|
--
|
--
|
--
|
--
|
--
|
--
58,000
|
144,000
--
|
2.50
--
|
263,714
145,000
|
Kevin
J. Bratton
|
2/20/07
2/20/07
|
--
|
--
|
--
|
--
|
--
|
--
|
--
18,000
|
56,000
--
|
2.50
--
|
102,556
45,000
|
William
F. Goeckeler
|
2/20/07
2/20/07
|
--
|
--
|
--
|
--
|
--
|
--
|
--
20,000
|
63,000
--
|
2.50
--
|
115,375
50,000
|
Kevin
G. Lokay(1)
|
11/13/07
11/13/07
11/13/07
11/16/07
11/20/07
|
--
--
91,930
129,074
129,873
|
400,000
100,000
--
--
--
|
0.57
0.57
--
--
--
|
156,274
40,362
52,400
85,189
83,119
|
||||||
Stephen
A. Ross
|
7/09/07
7/09/07
|
20,000
--
|
--
50,000
|
--
1.59
|
31,800
56,967
|
||||||
William
J. Thomas
|
2/20/07
2/20/07
|
--
|
--
|
--
|
--
|
--
|
--
|
16,000
--
|
--
50,000
|
--
2.50
|
40,000
91,567
|
(1)
|
Excludes
awards granted to Mr. Lokay in 2007 for his services as a non-employee
director.
|
Option
Awards
|
Stock
Awards
|
||||||||
Name
|
Number
of
Securities
Underlying
Unexercised
Options
(#)
Exercisable
|
Number
of Securities Underlying Unexercised Options (#)
Unexer-cisable(1)
|
Equity
Incentive Plan Awards: Number of Securities Underlying Unexercised
Unearned Options (#)
|
Option
Exercise Price ($)
|
Option
Expiration Date
|
Number
of Shares or Units of Stock That Have Not Vested (#)
|
Market
Value of Shares or Units of Stock That Have Not Vested
($)(2)
|
Equity
Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights
That Have Not Vested (#)
|
Equity
Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units of
Other Rights That Have Not Vested ($)
|
(a)
|
(b)
|
(c)
|
(d)
|
(e)
|
(f)
|
(g)
|
(h)
|
(i)
|
(j)
|
Kevin
J.
Bratton
|
31,360
1,973
--
|
62,720(3)
3,947(3)
56,000(4)
|
--
--
--
|
2.58
2.59
2.50
|
11/8/2016
11/8/2016
2/20/2017
|
50,000(9)
18,000(10)
|
26,500
9,540
|
--
|
--
|
William
F. Goeckeler
|
1,107
1,500
4,000
2,639
7,000
5,000
7,396
30,000
12,000
20,000
|
--
--
--
--
--
--
--
--
6,000(5)
40,000(6)
63,000(4)
|
--
--
--
--
--
--
--
--
--
--
--
|
26.72
29.06
49.60
34.90
3.54
3.53
11.48
11.50
5.15
3.57
2.50
|
12/31/2009
12/19/2010
6/4/2011
12/18/2011
12/17/2012
1/14/2013
10/21/2013
6/15/2014
6/14/2015
4/4/2016
2/20/2017
|
12,000(11)
10,667(12)
15,000(13)
20,000(10)
|
6,360
5,654
7,950
10,600
|
--
|
--
|
Kevin
G. Lokay(16)
|
400,000(7)
100,000(7)
|
--
--
|
0.57
0.57
|
11/13/2017
11/13/2017
|
91,930
(15)
129,074(15)
129,873(15)
|
48,723
68,409
68,833
|
--
|
--
|
|
Stephen
A.
Ross
|
50,000(8)
|
--
|
1.59
|
7/9/2017
|
20,000(14)
|
10,600
|
(1)
|
Unless
otherwise noted, stock options vest 33.33% per year over three years on
the anniversary of the date of grant. Stock options expire 10 years from
their date of grant.
|
(2)
|
The
closing price of our common stock at December 31, 2007 was $0.53 per
share.
|
(3)
|
Options
with vesting date of November 8, 2008 and November 8,
2009.
|
(4)
|
Options
with vesting dates of February 20, 2008, February 20, 2009 and February
20, 2010.
|
(5)
|
Options
with vesting date of June 14, 2008.
|
(6)
|
Options
with vesting dates of April 4, 2008 and April 4,
2009.
|
(7)
|
Stock
options vest 25% per year over four years on the anniversary of the date
of grant. Options with vesting dates of December 18, 2008,
December 18, 2009, December 18, 2010 and December 18,
2011.
|
(8)
|
Options
with vesting dates of July 9, 2008, July 9, 2009 and July 9,
2010.
|
(9)
|
Restricted
stock award that vests on November 8,
2009.
|
(10)
|
Restricted
stock award that vests on February 20,
2010.
|
(11)
|
Restricted
stock award that vests in equal installments on June 14, 2008, June 14,
2009, June 14, 2010 and June 14,
2011.
|
(12)
|
Restricted
stock award that vests in equal installments on April 4, 2008 and April 4,
2009.
|
(13)
|
Restricted
stock award that vests on October 17,
2009.
|
(14)
|
Restricted
stock award that vests on July 9,
2010.
|
(15)
|
Restricted
stock award will vest upon the completion of certain performance-based
milestones established by the Board of
Directors.
|
(16)
|
Excludes
awards granted to Mr. Lokay for his services as a non-employee
director.
|
|
Employment
Contracts, Termination of Employment and Change-in-Control
Arrangements
|
|
·
|
Mr.
Lokay receives an annual base salary of
$400,000;
|
|
·
|
Mr.
Lokay earns an annual bonus equal to up to 50% of Mr. Lokay’s annual base
salary, subject to achievement of certain performance goals established by
the compensation committee of the board of
directors;
|
|
·
|
Mr.
Lokay is entitled to twelve (12) months of severance in the event he is
terminated without cause;
|
|
·
|
Mr.
Lokay is entitled to payment of up to $75,000 of relocation expenses if he
relocates within an 18 month period;
and
|
|
·
|
Mr.
Lokay is entitled to five (5) weeks of paid
vacation.
|
|
·
|
make
a lump sum payment equal to the sum of the annual salary and a pro-rata
portion of the annual cash bonus;
|
|
·
|
continue
health and life and disability insurance and other benefits for one year
from the date of termination;
|
|
·
|
provide
outplacement services for up to 12
months;
|
|
·
|
pay
any other accrued rights of the
executive;
|
|
·
|
pay
a gross up amount for certain excise taxes imposed by the Internal Revenue
Code; and
|
|
·
|
in
certain circumstances, pay legal fees and costs in the event we wrongfully
refuse to provide the severance
benefits.
|
Name
|
Severance
Payment(1)
|
|
Kevin
G.
Lokay
|
$608,127
|
|
Kevin
J.
Bratton
|
$300,536
|
|
William
F.
Goeckeler
|
$401,711
|
|
Stephen
A.
Ross
|
$333,941
|
(1)
|
Payment
amounts are based on the following
components:
|
|
·
|
base
pay using salary at end of 2007;
|
|
·
|
annual
cash bonus, calculated by taking the 2007 target
bonus;
|
|
·
|
health
and dental benefits, based on current COBRA
rates;
|
|
·
|
life,
disability and long term care insurance premiums, based on current formula
calculations; and
|
|
·
|
accrued
vacation balances.
|
Name
|
Fees
Earned or Paid in Cash ($)(1)
|
Stock
Awards ($)(2)
|
Option
Awards ($)(3)
|
Non-Equity
Incentive Plan Compensation ($)
|
Change
in Pension Value and Nonqualified Deferred Compensation
Earnings
|
All
Other Compensation ($)(4)
|
Total
($)
|
(a)
|
(b)
|
(c)
|
(d)
|
(e)
|
(f)
|
(g)
|
(h)
|
James
A. Grigsby
|
101,000
|
10,953
|
31,818
|
--
|
--
|
--
|
143,771
|
John
E. Bagalay, Jr
|
73,500
|
10,953
|
18,182
|
--
|
--
|
--
|
102,635
|
Allen
Bloom
|
68,000
|
10,953
|
18,182
|
--
|
--
|
--
|
97,135
|
Stephen
K. Carter
|
60,500
|
10,953
|
18,182
|
--
|
--
|
--
|
89,635
|
Robert
F. Hendrickson
|
65,500
|
10,953
|
18,182
|
--
|
--
|
--
|
94,635
|
Dennis
H. Langer
|
49,500
|
10,953
|
22,154
|
--
|
--
|
--
|
82,607
|
Kevin
G. Lokay(5)
|
36,000
|
10,953
|
22,154
|
--
|
--
|
--
|
69,107
|
Joseph
A. Mollica
|
63,000
|
10,953
|
22,154
|
--
|
--
|
--
|
96,107
|
|
(1)
|
Each
non-employee director of the Company may elect to receive all compensation
for services rendered as a member of the Cytogen board, any committees
thereof, and as board or committee chair, in the form of shares of common
stock, in cash or in a combination of shares of common stock and cash,
under the 2004 Non
|
|
Employee
Director Stock Incentive Plan, or the Director Plan, maintained by the
Company. Except as otherwise noted, each non-employee director elected to
receive all of their 2007 compensation in the form of
cash.
|
|
(2)
|
These
amounts do not reflect compensation actually received by the named
directors. Instead, the amounts reflect compensation expense
recognized by the Company in 2007 for stock awards, computed in accordance
with FAS 123(R). The compensation expense reflects stock awards
in 2007 and excludes any reduction in value due to potential service-based
forfeiture assumptions. Assumptions used in the calculation of
the compensation expense are included in Note 13 to the Company’s audited
financial statements. The compensation expense does not
correspond to the actual value that may be realized by the named directors
with respect to these awards when and if they vest. At December
31, 2007, each non-employee director has a restricted share award of
10,000 shares of the Company’s common
stock.
|
|
(3)
|
These
amounts do not reflect compensation actually received by the named
directors. Instead, the amounts reflect compensation expense
recognized by the Company in 2007 for option awards, computed in
accordance with FAS 123(R). The compensation expense reflects
option awards granted in and prior to 2007 and excludes any reduction in
value due to potential service-based forfeiture
assumptions. Assumptions used in the calculation of the
compensation expense are included in Note 13 to the Company’s audited
financial statements. The compensation expense does not
correspond to the actual value that may be realized by the named directors
with respect to these options when and if they vest. In 2007,
our independent directors were eligible to receive a stock option to
purchase 10,000 shares of our Common Stock upon re-election to the
Board at each annual meeting. The Chairman of the Board received an
additional grant of options to purchase 7,500 shares of common
stock. These options vest on the one year anniversary of the
grant date. As of December 31, 2007, our non-employee directors
hold stock options to acquire shares of our common stock, as follows: Mr.
Grigsby: 99,200 shares; Dr. Bagalay: 56,100 shares; Dr. Bloom: 52,000
shares; Dr. Carter: 55,987 shares; Mr. Hendrickson: 55,700 shares; Dr.
Langer: 30,000 shares; and Dr. Mollica: 30,000
shares.
|
|
(4)
|
Unless
otherwise indicated, none of the directors received any
(i) perquisites or personal benefits in an aggregate amount exceeding
$10,000 or (ii) other compensation not otherwise set forth in this
table.
|
|
(5)
|
Mr.
Lokay was appointed as our President and CEO in November
2007. The amounts shown in the above table represent
compensation for his services and stock and option compensation for awards
prior to his appointment as President and
CEO.
|
|
Robert
F. Hendrickson, Chairman
|
|
Allen
Bloom, Member
|
|
Dennis
H. Langer, Member
|
Name
and Address of Beneficial Owner(1)
|
Amount and Nature of
Beneficial Ownership(1)(2)
|
Percent of Class(3)
|
||
(i)
Certain beneficial owners:
|
||||
JP
Morgan Chase & Co.
270
Park Avenue
New
York, New York 10017
|
4,919,027
|
13.83%
|
||
Millenco,
L.L.C.
c/o
Millenium Management, L.L.C.
666
Fifth Avenue
New
York, New York 10100
|
1,769,410
|
4.97%
|
||
Orbimed
Advisors(4)
767
Third Avenue, 30th
Floor
New
York, New York 10017
|
2,139,800
|
5.86%
|
||
(ii)
Directors and Named Executives:
|
||||
John
E. Bagalay, Jr.
|
48,100
|
*
|
||
Allen
Bloom
|
44,000
|
*
|
||
Stephen
K. Carter
|
47,987
|
*
|
||
James
A. Grigsby (7)
|
88,700
|
*
|
||
Robert
F. Hendrickson
|
48,700
|
*
|
||
Dennis
H. Langer
|
22,000
|
*
|
||
Kevin
G. Lokay
|
46,333
|
*
|
||
Joseph
A. Mollica
|
22,000
|
*
|
||
Kevin
J. Bratton
|
51,999
|
*
|
||
William
F. Goeckeler
|
138,113
|
*
|
||
Stephen
A. Ross
|
--
|
*
|
||
(iii)All
directors and executive officers as a group (11 persons)
|
557,932
|
1.54%
|
*
|
Indicates
amount is less than 1%.
|
(1)
|
Except
as set forth in the footnotes to this table and subject to applicable
community property law, the persons and entities named in this table have
sole voting and investment power with respect to all shares. Unless otherwise
indicated, the address of each beneficial owner is c/o Cytogen
Corporation, 650 College Road East, Princeton, New Jersey
08540.
|
(2)
|
Includes
the total of vested shares granted under restricted stock awards and
shares of our common stock which the following persons have the right to
acquire upon the exercise of stock options, within 60 days of March 27,
2008, as follows: Mr. Bagalay: 46,100 shares; Mr. Bloom: 42,000 shares;
Dr. Carter: 45,987 shares; Mr. Grigsby: 81,700
shares;
|
(3)
|
Percent
of class for each person and all executive officers and directors as a
group is based on 35,570,836 shares of our common stock outstanding on
March 27, 2008 and includes shares subject to options held by the
individual or the group, as applicable, which are exercisable or become
exercisable within 60 days following such
date.
|
(4)
|
Based
on a schedule 13G/A filed with the SEC on January 30, 2008 by J.P. Morgan
Chase & Co. This reporting entity has sole voting power and
sole dispositive power as to, and beneficially owns, 4,919,027 shares of
our common stock. The notice on Schedule 13G/A was filed on
behalf of J.P. Morgan Chase & Co. and its subsidiaries, J.P. Morgan
Securities Inc. and J.P. Morgan Ventures Corporation. The
Company makes no representation as to the accuracy or completeness of the
information reported.
|
(5)
|
Based
on a Schedule 13D filed with the SEC on May 21, 2007 by Millenco, L.L.C.,
Millenium Management, L.L.C. and Israel A. Englander. These
reporting entities have shared voting power and shared dispositive power
as to, and beneficially own, the following number of shares of our common
stock and warrants to purchase shares of our common stock: (i)
Millenco, L.L.C.: 1,769,410; (ii) Millenium Management,
L.L.C.: 1,769,410; and (iii) Israel A.
Englander: 1,769,410. Millenco, L.L.C. is the
beneficial owner of: (i) 1,681,486 shares of our common stock and (ii)
warrants to purchase 87,924 shares of our common
stock. Millenium Management, L.L.C. is the manager of Millenco,
L.L.C. and may be deemed to be the beneficial owner of the shares
beneficially owned by Millenco, L.L.C. Mr. Englander is the managing
member of Millenium Management and may be deemed to be the beneficial
owner of the shares beneficially owned by Millenco, L.L.C. The
foregoing should not be construed in and of itself as an admission by
Millenium Management, L.L.C. or Mr. Englander as to beneficial ownership
of the shares held by Millenco, L.L.C. The Company makes no
representation as to the accuracy or completeness of the information
reported.
|
(6)
|
Based
on a Schedule 13G/A filed with the SEC on February 14, 2008 by OrbiMed
Advisors LLC, OrbiMed Capital LLC and Samuel D. Isalay. These
reporting entities have shared voting power and shared dispositive power
as to, and beneficially own, the following number of shares of our common
stock and warrants to purchase shares of our common stock: (i) OrbiMed
Advisors LLC: 1,163,100; (ii) OrbiMed Capital
LLC: 976,700; and (iii) Samuel D.
Isalay: 2,139,800. OrbiMed Advisors LLC and OrbiMed
Capital LLC hold shares and share equivalents issuable on the exercise of
warrants on behalf of Caduceus Capital Master Fund Limited (501,700 shares
and 382,500 warrants), Caduceus Capital II, L.P. (313,000 shares and
237,500 warrants), UBS Eucalyptus Fund, LLC (348,800 shares and 202,500
warrants), PW Eucalyptus Fund, Ltd. (38,800 shares and 22,500 warrants)
and Summer Street Life Sciences Hedge Fund Investors LLC (92,500
warrants). The Company makes no representation as to the
accuracy or completeness of the information
reported.
|
(7)
|
Includes
2,000 shares of common stock held indirectly by Mr. Grigsby in the
registered name of Mr. Grigsby’s
spouse.
|
Plan
Category(1)
|
Number
of
securities to be
issued
upon
exercise
of
outstanding
options, warrants
and
rights
(a)
|
Weighted-average
exercise
price of
outstanding
options,
warrants
and
rights
(b)
|
Number of securities
remaining available for
future
issuance under
equity
compensation
plans
(excluding
securities
reflected in
column
(a))
(c)(2)
|
|||
(i) Equity
compensation plans approved by security holders:
|
||||||
2004
Stock Incentive Plan(3)
|
1,082,630
|
$3.64
|
12,704
|
|||
2004
Non-Employee Director Stock Incentive
Plan
|
390,000
|
$6.06
|
356,000
|
|||
2005
Employee Stock Purchase
Plan
|
--
|
--
|
331,894
|
|||
2006
Equity Compensation Plan(3)
|
589,920
|
$2.01
|
289,303
|
|||
Other
equity compensation plans(4)
|
261,877
|
$12.85
|
--
|
|||
(ii)
Equity compensation plans not approved by security holders
|
287,478
|
$7.42
|
--
|
|||
Total
|
2,611,905
|
$4.97
|
989,901
|
(1)
|
Does
not include information related to the stock option plan of our
subsidiary, AxCell BioSciences Corporation, pursuant to which AxCell may
issue options to purchase shares of AxCell’s common stock to employees and
consultants of AxCell. Such plan did not require the approval of Cytogen’s
stockholders.
|
(2)
|
In
addition to being available for future issuance upon the exercise of
options that may be granted after December 31, 2007, all shares available
for issuance under our 2004 Non-Employee Director Stock Incentive Plan may
instead be issued directly to eligible directors thereunder in payment for
services rendered to us.
|
(3)
|
Excludes
82,501 and 620,777 shares of our common stock granted under restricted
stock awards pursuant to the terms of the 2004 Stock Incentive Plan and
2006 Equity Compensation Plan, respectively. Such restricted
shares are subject to future vesting of up to six years and will be issued
upon the satisfaction of such vesting
provisions.
|
(4)
|
We
no longer grant stock options under our: (i) 1988 Non-Employee Director
Plan; (ii) 1989 Outside Consultant Plan; (iii) 1995 Stock Option Plan, as
amended; and (iv) 1999 Non-Employee Director Plan, but stock option grants
exercisable for an aggregate of: 1,160; 5,000; 219,557; and 36,160 shares
of our common stock remain outstanding under those
plans.
|
Fee
Category
|
2007
|
2006
|
|||||
Audit
Fees
|
$ | 516,200 | $ | 675,400 | |||
Audit-Related
Fees
|
$ | -- | $ | -- | |||
Tax
Fees
|
$ | 5,000 | $ | 51,900 | |||
All
Other Fees
|
$ | -- | $ | -- | |||
Total
Fees
|
$ | 521,200 | $ | 727,300 |
Exhibit No.
|
||
31.1
|
Certification
of President and Chief Executive Officer pursuant to Rule 13a-14(a) or
15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002. Filed
herewith.
|
|
31.2
|
Certification
of Senior Vice President, Finance and Chief Financial Officer pursuant to
Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934, as
adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. Filed
herewith.
|
CYTOGEN
CORPORATION
|
||
By:
|
/s/ KEVIN
G. LOKAY
|
|
Kevin
G. Lokay,
|
||
President
and Chief Executive Officer
|
Signature
|
Title
|
Date
|
|||
By:
|
/s/ KEVIN
G. LOKAY
|
President
and Chief Executive Officer
|
April
29, 2008
|
||
Kevin
G. Lokay
|
(Principal
Executive Officer and Director)
|
||||
By:
|
/s/ KEVIN
J. BRATTON
|
Senior
Vice President, Finance,
|
April
29, 2008
|
||
Kevin
J. Bratton
|
and
Chief Financial Officer
(Principal
Financial and Accounting Officer)
|
||||
By:
|
/s/ *
|
Director
|
April
29, 2008
|
||
John
E. Bagalay, Jr.
|
|||||
By:
|
/s/ *
|
Director
|
April
29, 2008
|
||
Allen
Bloom
|
|||||
By:
|
/s/ *
|
Director
|
April
29, 2008
|
||
Stephen
K. Carter
|
|||||
By:
|
/s/ *
|
Director
and Chairman of the Board
|
April
29, 2008
|
||
James
A. Grigsby
|
|||||
By:
|
/s/ *
|
Director
|
April
29, 2008
|
||
Robert
F. Hendrickson
|
|||||
By:
|
/s/ *
|
Director
|
April
29, 2008
|
||
Dennis
H. Langer
|
|||||
By:
|
/s/ *
|
Director
|
April
29, 2008
|
||
Joseph
A. Mollica
|
*
|
By
the signature set forth below, the undersigned, pursuant to the duly
authorized powers of attorney filed with the Securities and Exchange
Commission has signed this Amendment No. 1 on Form 10-K/A on behalf of the
person indicated.
|
/s/ KEVIN.
G. LOKAY
|
Kevin
G. Lokay
|
(Attorney-in-Fact)
|