SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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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): May 24, 2002
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CYTOGEN RETIREMENT SAVINGS PLAN
(Exact Name of Registrant as Specified in Charter)
Delaware 000-14879 222322400
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(State or Other Jurisdiction (Commission File Number) (IRS Employer
of Incorporation) Identification No.)
600 College Road East, CN 5308, Princeton, NJ 08540
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(Address of Principal Executive Offices) (Zip Code)
(609) 750-8200
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(Registrant's telephone number,
including area code)
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(Former Name or Former Address, if Changed Since Last Report)
Item 4. Changes in Registrant's Certifying Accountant.
On May 20, 2002, the Board of Directors of Cytogen Corporation (the
"Company"), the Sponsor of the Cytogen Retirement Savings Plan (the "Plan"),
dismissed Arthur Andersen LLP ("Arthur Andersen") as the Company's independent
public accountants and engaged KPMG LLP ("KPMG") to serve as the Company's
independent public accountants for the fiscal year ending December 31, 2002. The
appointment of KPMG, which was recommended to the Board of Directors of the
Company by its Audit Committee, was effective immediately. Accordingly, Arthur
Andersen was also dismissed as the Plan's independent public accountants and
KPMG was appointed auditors of the Plan for the year ended December 31, 2001.
The decision to change auditors was not the result of any disagreement with
Arthur Andersen with respect to any reporting or disclosure requirement
applicable to the Plan. The reports of Arthur Andersen on the Plan's financial
statements for the fiscal years ended December 31, 2000 and 1999 did not contain
an adverse opinion or a disclaimer of opinion and were not qualified or modified
as to uncertainty, audit scope, or accounting principles. During the fiscal
years ended December 31, 2000 and 1999 and the interim period from January 1,
2001 through May 24, 2002, there were no disagreements with Arthur Andersen on
any matter of accounting principles or practices, financial statement disclosure
or auditing scope and procedure which, if not resolved to the satisfaction of
Arthur Andersen, would have caused Arthur Andersen to make reference to the
matter in their report. During such fiscal years and interim period there were
no "reportable events", as that term is defined in paragraph (a)(1)(v) of Item
304 of Securities and Exchange Commission Regulation S-K ("Regulation S-K").
The Plan provided Arthur Andersen with a copy of the foregoing disclosures.
Attached as Exhibit 16.1 to this Current Report on Form 8-K is a copy of Arthur
Andersen's letter dated May 24, 2002 stating its agreement with such statements.
During the fiscal years ended December 31, 2000 and 1999 and the interim
period through May 24, 2002, the Company did not consult KPMG with respect to
the application of accounting principles to a specified transaction, either
completed or proposed, or the type of audit opinion that might be rendered on
the Plan's financial statements, or on any other matters or reportable events
listed in Item 304(a)(2)(i) and (ii) of Regulation S-K.
Item 7. Financial Statements, Pro Forma Financial Information and
Exhibits.
(c) Exhibits.
Exhibit No. Description of Exhibits
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16.1 Letter from Arthur Andersen LLP regarding change
in certifying accountant dated May 24, 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 Retirement Savings Plan
By: /s/ H. Joseph Reiser
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H. Joseph Reiser
President and Chief Executive Officer
Date: May 24, 2002