UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G/A
Under the Securities Exchange Act of 1934
Amendment No. 1
Cytogen Corp.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
232824300
(CUSIP Number)
December 31, 2006
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[x] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[ ] Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
CUSIP No. 232824300
1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
OrbiMed Advisors LLC
2. Check the Appropriate Box if a Member Of a Group (See Instructions)
[ ] (a)
[ ] (b)
3. SEC Use Only
4. Citizenship or Place of Organization
Delaware, United States
5. Sole Voting Power: 0
Number of
Shares 6. Shared Voting Power: 1,880,073
Beneficially
Owned by 7. Sole Dispositive Power: 0
Each Reporting
Person With 8. Shared Dispositive Power: 1,880,073
9. Aggregate Amount Beneficially Owned by Each Reporting Person
1,880,073
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions)
11. Percent of Class Represented by Amount in Row (9) 6.14%
12. Type of Reporting Person (See Instructions) IA
CUSIP No. 232824300
1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
OrbiMed Capital LLC
2. Check the Appropriate Box if a Member of a Group (See Instructions)
[ ] (a)
[ ] (b)
3. SEC Use Only
4. Citizenship or Place of Organization
Delaware, United States
5. Sole Voting Power: 0
Number of
Shares 6. Shared Voting Power: 1,385,817
Beneficially
Owned by 7. Sole Dispositive Power: 0
Each Reporting
Person With 8. Shared Dispositive Power: 1,385,817
9. Aggregate Amount Beneficially Owned by Each Reporting Person
1,385,817
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions)
11. Percent of Class Represented by Amount in Row (9) 4.53%
12. Type of Reporting Person (See Instructions) IA
CUSIP No. 232824300
1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Samuel D. Isaly
2. Check the Appropriate Box if a Member of a Group (See Instructions)
[ ] (a)
[ ] (b)
3. SEC Use Only
4. Citizenship or Place of Organization
United States
5. Sole Voting Power: 0
Number of
Shares 6. Shared Voting Power: 3,265,890
Beneficially
Owned by 7. Sole Dispositive Power: 0
Each Reporting
Person With 8. Shared Dispositive Power: 3,265,890
9. Aggregate Amount Beneficially Owned by Each Reporting Person:
3,265,890
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions)
11. Percent of Class Represented by Amount in Row (9) 9.99%
12. Type of Reporting Person (See Instructions) HC
Item 1. (a) Issuer: Cytogen Corp.
1. Address:
650 College Road East
CN 5308, Suite 3100
Princeton, NJ 08540
Item 2. (a) Name of Person Filing:
OrbiMed Advisors LLC
OrbiMed Capital LLC
Samuel D. Isaly
(b) Address of Principal Business Offices:
767 Third Avenue, 30th Floor
New York, New York 10017
(c) Citizenship:
Please refer to Item 4 on each cover sheet for each filing person
(d) Title of Class of Securities
Common Stock
(e) CUSIP Number: 232824300
Item 3. OrbiMed Advisors LLC and OrbiMed Capital LLC are investment advisors in
accordance with ss.240.13d-1(b)(1)(ii)(E). Samuel D. Isaly is a control
person in accordance with ss.240.13d-1(b)(1)(ii)(G).
Item 4. Ownership
Please see Items 5 - 9 and 11 for each cover sheet for each filing
separately
Item 5. Ownership of Five Percent or Less of a Class
Not Applicable
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
Reporting persons are holding 10.66% (6.14% in the case of
OrbiMed Advisors LLC and 4.53% in the case of OrbiMed Capital LLC) of
the securities on behalf of other persons who have the right to
receive or the power to direct the receipt of dividends from, or
proceeds from sale of, such securities. No one such other person's
interest in the securities whose ownership is reported here relates
to more than five percent of the class.
OrbiMed Advisors LLC and OrbiMed Capital LLC hold shares and share
equivalents issuable from the conversion of warrants on
behalf of Caduceus Capital Master Fund Limited (875,000 shares and
287,500 warrants), Caduceus Capital II, L.P. (500,000 shares and
175,000 warrants), UBS Eucalyptus Fund, LLC (635,000 shares and
202,500 warrants), PW Eucalyptus Fund, Ltd. (70,000 shares and
22,500 warrants), HFR SHC Aggressive Master Trust (156,410 shares and
66,907 warrants), Knightsbridge Post Venture IV L.P. (60,900
warrants), Knightsbridge Integrated Holdings, V, LP (49,673 warrants),
Knightsbridge Netherlands II, L.P. (19,700 warrants), Knightsbridge
Integrated Holdings IV Post Venture, LP (36,000 warrants),
Knightsbridge Post Venture III, LP (35,400 warrants),
Knightsbridge Netherlands I LP (22,100 warrants), Knightsbridge
Netherlands III - LP (5,600 warrants), Knightsbridge Integrated
Holdings II Limited (37,700 warrants), Knightsbridge Venture Capital
IV, L.P. (5,600 warrants), and Knightsbridge Venture Capital III LP
(2,400 warrants).
Blocker Provision
Notwithstanding anything to the contrary contained herein, the number
of shares of Common Stock that may be acquired by the Registered Holder
upon any exercise of this Warrant (or otherwise in respect hereof) shall
be limited to the extent necessary to insure that, following such
exercise (or other issuance), the total number of shares of Common Stock
then beneficially owned by such Registered Holder and its Affiliates
(as defined in the SPA) and any other Persons (as defined in the SPA)
whose beneficial ownership of Common Stock would be aggregated with the
Holder's for purposes of Section 13(d) of the Exchange Act, does not
exceed 9.999% of the total number of issued and outstanding shares of
Common Stock (including for such purpose the shares of Common Stock
issuable upon such exercise). For such purposes, beneficial ownership
shall be determined in accordance with Section 13(d) of the Exchange Act
(as defined in the SPA) and the rules and regulations promulgated
thereunder. Each delivery of a purchase form hereunder will constitute
a representation by the Registered Holder that it has evaluated the
limitation set forth in this paragraph and determined that issuance of
the full number of Warrant Shares requested in such purchase form is
permitted under this paragraph. This provision shall not restrict the
number of shares of Common Stock which a Registered Holder may receive
or beneficially own in order to determine the amount of securities or
other consideration that such Registered Holder may receive in the event
of a merger or other business combination or reclassification involving
the Company as contemplated in Section 2(e) of this Warrant. This
restriction may not be waived.
Item 7. Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported on By the Parent Holding Company
Not Applicable
Item 8. Identification and Classification of Members of the Group
Not Applicable
Item 9. Notice of Dissolution of Group
Not Applicable
Item 10. Certification
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were acquired and held in the ordinary
course of business and were not acquired and are not held for the purpose of or
with the effect of changing or influencing the control of the issuer of the
securities and were not acquired and are not held in connection with or as a
participant in any transaction having that purpose or effect.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
Date: February 13, 2007
OrbiMed Advisors LLC
By: /s/ Samuel D. Isaly
--------------------------
Name: Samuel D. Isaly
Title: President
OrbiMed Capital LLC
By: /s/ Samuel D. Isaly
--------------------------
Name: Samuel D. Isaly
Title: Managing Member
By: /s/ Samuel D. Isaly
--------------------------
Name: Samuel D. Isaly
JOINT FILING AGREEMENT
The undersigned hereby agree that the Statement on this Schedule 13G/A, dated
February 13, 2007, (the "Schedule 13G/A"), with respect to the Common Stock,
par value $.001 per share, of Cytogen Corp. is filed on behalf of
each of us pursuant to and in accordance with the provisions of Rule 13d-1(k)
under the Securities and Exchange Act of 1934, as amended, and that this
Agreement shall be included as an Exhibit to this Schedule 13G/A. Each of the
undersigned agrees to be responsible for the timely filing of the Schedule
13G/A, and for the completeness and accuracy of the information concerning
itself contained therein. This Agreement may be executed in any number of
counterparts, all of which taken together shall constitute one and the same
instrument.
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of
the 13th day of February 2007.
OrbiMed Advisors LLC
By: /s/ Samuel D. Isaly
---------------------------
Name: Samuel D. Isaly
Title: Managing Member
OrbiMed Capital LLC
By: /s/ Samuel D. Isaly
----------------------------
Name: Samuel D. Isaly
Title: Managing Member
By: /s/ Samuel D. Isaly
----------------------------
Name: Samuel D. Isaly
Statement of Control Person
The Statement on this Schedule 13G/A dated February 13, 2007 with respect to
the common stock, $.001 par value per share, of Cytogen Corp. is filed
by Samuel D. Isaly in accordance with the provisions of Rule 13d-1(b) and
Rule 13d-1(k),respectively, as control person (HC) of OrbiMed Advisors LLC
and OrbiMed Capital LLC.
OrbiMed Advisors LLC and OrbiMed Capital LLC file this statement on Schedule
13G/A in accordance with the provisions of Rule 13d-1(b) and Rule 13d-1(k),
respectively, as investment advisors (IA).