UNITED STATES
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 6, 2009
SPECTRUM PHARMACEUTICALS, INC.
(Exact name of registrant as specified in its charter)
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Delaware
(State or other jurisdiction of
incorporation)
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000-28782
(Commission File Number)
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93-0979187
(IRS Employer Identification
No.) |
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157 Technology Drive, Irvine, CA
(Address of principal executive offices)
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92618
(Zip Code) |
Registrant’s telephone number, including area code: (949) 788-6000
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425).
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
TABLE OF CONTENTS
Item 1.01. Entry into a Material Definitive Agreement.
On May 6, 2009, Spectrum Pharmaceuticals, Inc. (the “Company”) and certain persons (the
“Investors”) entered into individual Stock Purchase Agreements (the “Purchase Agreements”),
pursuant to which the Company agreed to sell an aggregate of 432,200 shares of its common stock to
the Investors at a purchase price of $2.70 per share, which was the closing price of the Company’s
common stock on May 6, 2009 (the “Offering”). The Sale resulted in gross proceeds to the Company
of $1,166,940. The Investors included Rajesh Shrotriya, M.D., the Company’s Chairman, President
and Chief Executive Officer, and Shyam Kumaria, the Company’s Vice President, Finance: Dr.
Shrotriya purchased 290,000 shares of common stock and
Mr. Kumaria purchased 85,000 shares of
common stock. The Company decided to conduct the Offering to employees, including Dr. Shrotriya
and Mr. Kumaria, to allow such employees to invest their personal cash directly into the Company at
the current fair market value of the Company’s stock.
The common stock will be issued pursuant to a prospectus supplement filed with the Securities
and Exchange Commission on May 7, 2009, in connection with a takedown from our shelf registration
statement on Form S-3 (File No. 333-150260), which became effective on May 5, 2008. The Purchase
Agreements include provisions prohibiting the Investors from disposing of the shares of common
stock purchased in the Offering for ninety days. The Offering was
approved by the Placement Committee of the Board of Directors, which
has the authority to issue securities of the Company from the shelf
registration statement. In addition, the Audit Committee of the Board of Directors approved the Offering pursuant to the Company’s Related Party Transaction Policies and Procedures.
A copy of the form of the Purchase Agreement is attached hereto as Exhibit 1.1 and is
incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
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Description |
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1.1 |
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Form of Stock Purchase Agreement. |
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5.1 |
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Opinion of Stradling Yocca Carlson & Rauth |
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23.1 |
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Consent of Stradling Yocca Carlson & Rauth (included in
Exhibit 5.1) |