UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
Amendment No. 2 to
SCHEDULE TO
Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934
SPECTRUM PHARMACEUTICALS, INC.
(Name of Subject Company (Issuer) and Filing Person (Offeror))
OPTIONS TO PURCHASE COMMON STOCK, PAR VALUE $0.001 PER SHARE
(Title of Class of Securities)
847 63A 10 8
(CUSIP Number of Class of Securities)
(Underlying Common Stock)
Rajesh C. Shrotriya, M.D.
Chairman, Chief Executive Officer and President
157 Technology Drive
Irvine, California 92618
(949) 788-6700
(Name, Address and Telephone Numbers of Person Authorized
to Receive Notices and Communications on Behalf of Filing Persons)
Copy to:
Shivbir S. Grewal
Michael A. Hedge
Stradling Yocca Carlson & Rauth
660 Newport Center Drive, Suite 1600
Newport Beach, California 92660
(949) 725-4000
Calculation of Filing Fee
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| Transaction Valuation * |
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Amount of Filing Fee * |
| $1,756,962
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$98.04** |
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| * |
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Calculated solely for purposes of determining the filing fee. This amount assumes that
options to purchase 2,954,072 shares of Common Stock, $0.001 par value, of Spectrum
Pharmaceuticals, Inc. will be purchased pursuant to this offer for an aggregate of $1,756,962
in cash. The actual transaction value will be based on the number of options tendered, if
any, which may result in a lesser aggregate amount. The amount of the filing fee, calculated
in accordance with Rule 0-11(b) of the Securities Exchange Act of 1934, as amended, equals
$55.80 per million dollars of the value of the transaction. The transaction valuation set
forth above was calculated for the sole purpose of determining the filing fee and should not
be used for any other purpose. |
| |
| ** |
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Previously Paid. |
| o |
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Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify
the filing with which the offsetting fee was previously paid. Identify the previous filing
by registration statement number, or the Form or Schedule and the date of its filing. |
| |
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Amount Previously Paid: N/A
Form or Registration Number: N/A
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Filing Party: N/A
Date Filed: N/A |
| o |
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Check the box if the filing relates solely to preliminary communications made before the
commencement of a tender offer. |
Check the appropriate boxes below to designate any transactions to which the statement relates:
| o |
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third-party tender offer subject to Rule 14d-1. |
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| þ |
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issuer tender offer subject to Rule 13e-4. |
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| o |
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going private transaction subject to Rule 13e-3. |
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| o |
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amendment to Schedule 13D under Rule 13d-2. |
Check the following box if the filing is a final amendment reporting the results of the tender
offer: o
TABLE OF CONTENTS
INTRODUCTORY STATEMENT
This Amendment No. 2 amends and supplements the Tender Offer Statement on Schedule TO
originally filed by Spectrum Pharmaceuticals, Inc. (the “Company”) with the Securities and Exchange
Commission on March 23, 2009, as amended by Amendment No. 1 to the Schedule TO filed with the SEC
on April 9, 2009. The Company made an offer to purchase stock options for cash from eligible
employees (the “Offer”), upon the terms and subject to the conditions set forth in the Offer To
Purchase For Cash Employee Stock Options Under Third Amended and Restated 1997 Stock Incentive Plan
and 2003 Amended and Restated Incentive Award Plan, dated March 23, 2009, as amended on April 9,
2009 (the “Offering Document”), the Introductory Letter, the Letter of Transmittal and the Election
Withdrawal Notice, copies of which are filed as Exhibits (a)(2), (a)(3), and (a)(4), respectively,
to the Schedule TO, as amended. This Amendment No. 2 is the final amendment being filed in order
to report the results of the Offer, and is intended to satisfy the reporting requirements of Rule
13e-4(c)(4) under the Securities Exchange Act of 1934, as amended. Except as specifically provided
herein, this Amendment No. 2 does not modify any of the information previously reported in the
Schedule TO or any of the exhibits attached thereto.
Capitalized terms used but not defined herein shall have the meaning ascribed to such terms in
the Offering Document and the Schedule TO.
ITEM 4. Terms of the Transaction.
Item 4 of the Schedule TO is hereby further amended and supplemented as follows:
The Offer expired at 11:59 p.m., Pacific Time, on Thursday, April 23, 2009.
A
total of 36 Eligible Employees participated in the Offer. Pursuant to the Offer, the
Company accepted all options tendered by Eligible Employees. 2,165,372 shares underlying Eligible
Options were tendered by Eligible Employees and were accepted by the
Company, representing 73%
of the shares underlying Eligible Options that were eligible to be tendered in the Offer.
Options accepted for tender in the Offer originally issued under the 2003 Plan will be made
available for future issuance under the 2003 Plan. The Company will
make a cash payment in the
aggregate of $2,460,264.20 to the Eligible Employees participating in the Offer.