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: May 4, 2007
SPECTRUM
PHARMACEUTICALS, INC.
(Exact name of Registrant as specified in its charter)
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| Delaware
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000-28782
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93-0979187 |
| (State or other jurisdiction
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(Commission File
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(I.R.S. Employer |
| of incorporation)
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Number)
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Identification No.) |
157 Technology Drive
Irvine, California 92618
(Address of principal executive offices) (Zip Code)
(949) 788-6700
(Registrant’s telephone number, including area code)
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 (see General Instruction
A.2. below):
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 4, 2007, Spectrum Pharmaceuticals, Inc. (the “Company”) entered into a Placement Agent
Agreement with Oppenheimer & Co. Inc., as lead placement agent, Lazard Capital Markets LLC, as
co-lead placement agent, and Rodman & Renshaw, LLC and
ThinkEquity Partners, LLC, as co-placement
agents, relating to a “registered direct” offering of shares of the Company’s common stock, par
value $.001, at a price of $6.25 per share (the “Offering”). The Company will pay the placement
agents an aggregate fee equal to 6.0% of the gross proceeds of the Offering. The placement agents
will use their best efforts to arrange for investors to purchase common stock directly from the
Company, but the placement agents will not purchase common stock from the Company for resale to the
public. The Offering is expected to close on or about May 9, 2007, subject to the satisfaction of
customary closing conditions. No warrants will be issued in the
Offering.
The shares offered by the Company in the Offering were registered under an existing shelf
registration statement on Form S-3
(Registration
No. 333-121612), which was declared effective by
the Securities and Exchange Commission (the “SEC”) on January 24, 2005. The amount of securities
registered under such shelf was expanded by a subsequent filing on Form S-3 filed on May 4, 2007.
A copy of the Placement Agent Agreement is filed as Exhibit 1.1 hereto and is incorporated herein
by reference. The Placement Agent Agreement contains representations and warranties that the
parties made solely for the benefit of each other, in the context of all of the terms and
conditions of the agreement. Accordingly, other investors and stockholders may not rely on such
representations and warranties. Furthermore, such representations and warranties are made only as
of the date of the Placement Agent Agreement. Information concerning the subject matter of such
representations and warranties may change after the date of the Placement Agent Agreement, and any
such changes may not be fully reflected in the Company’s reports or other filings with the SEC.
In addition, on May 4, 2007, the Company entered into definitive Subscription Agreements with
investors relating to the purchase of 5,134,100 shares in the Offering, for aggregate gross proceeds of
approximately $32 million. A copy of the form of Subscription Agreement is filed as Exhibit 10.1 to this
Form 8-K and is incorporated herein by reference.
ITEM 8.01. — Other Events.
On May 4, 2007, the Company issued a press release announcing the pricing of the Offering, a
copy of which is furnished as Exhibit 99.1 to this Current Report.
Item 9.01. — Financial Statements and Exhibits.
(d) Exhibits.
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| Exhibit No. |
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Description |
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1.1 |
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Placement Agreement, dated May 4, 2006, between the Company,
Oppenheimer & Co. Inc., Lazard |
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Capital Markets LLC, Rodman & Renshaw, LLC, and Think Equity Partners, LLC. |
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5.1 |
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Opinion of Gibson, Dunn & Crutcher LLP, counsel to Spectrum Pharmaceuticals, Inc. |
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10.1 |
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Form of Subscription Agreement. |
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99.1 |
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Press release dated May 4, 2007. |
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