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): MAY 17, 2004 CYTRX CORPORATION (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) DELAWARE (STATE OR OTHER JURISDICTION OF INCORPORATION) 000-15327 58-1642740 (COMMISSION FILE NUMBER) (I.R.S. EMPLOYER IDENTIFICATION NO.) 11726 SAN VICENTE BLVD., SUITE 650, LOS ANGELES, CA 90049 (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE) (310) 826-5648 REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS. (c) Exhibits 99.1 Press Release dated May 17, 2004. ITEM 12. RESULTS OF OPERATIONS AND FINANCIAL CONDITION CytRx Corporation on May 17,2004 issued a press release regarding its financial results for the first quarter ended March 31, 2004. A copy of the press release is attached as Exhibit 99.1. The information in this report and the exhibit attached hereto shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall they be deemed incorporated by reference in any filing with the Securities and Exchange Commission under the Securities Exchange Act of 1934 or the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing. 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. CYTRX CORPORATION By: /s/ Steven A. Kriegsman ----------------------------- Steven A. Kriegsman Chief Executive Officer Dated: May 17, 2004 INDEX TO EXHIBITS Exhibit Number Description ------- ----------- 99.1 Press Release dated May 17, 2004