8-K

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)

Delaware
(State or other jurisdiction of
incorporation) 000-28782
(Commission File Number) 93-0979187
(IRS Employer Identification
No.)

157 Technology Drive, Irvine, CA
(Address of principal executive offices) 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.
	Item 9.01. Financial Statements and Exhibits.
Signatures
EXHIBIT INDEX
EX-1.1
EX-5.1

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.

Exhibit Number		Description
	1.1	Form of Stock Purchase Agreement.
	5.1	Opinion of Stradling Yocca Carlson & Rauth
	23.1	Consent of Stradling Yocca Carlson & Rauth (included in Exhibit 5.1)

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.

	SPECTRUM PHARMACEUTICALS, INC.
May 7, 2009	By:	/s/ Shyam Kumaria
		Shyam Kumaria
		Vice President, Finance

EXHIBIT INDEX

Exhibit Number		Description
	1.1	Form of Stock Purchase Agreement.
	5.1	Opinion of Stradling Yocca Carlson & Rauth
	23.1	Consent of Stradling Yocca Carlson & Rauth (included in Exhibit 5.1)

EX-1.1

Exhibit 1.1

STOCK PURCHASE AGREEMENT

     THIS STOCK PURCHASE AGREEMENT is dated May     , 2009 (this “Agreement”), between the undersigned investor (“Investor”) and Spectrum Pharmaceuticals, Inc., a Delaware corporation (the “Company”), whereby the parties agree as follows:

1. The Investor shall buy and the Company agrees to issue and sell ([          ]) shares of the Company’s Common Stock, $0.001 par value per share (the “Shares”) for the per-share price of $[          ].

2. Registration. The Shares have been registered on a registration statement on Form S-3, File No. 333-150260 (the “Registration Statement”), which has been declared effective by the Securities and Exchange Commission (“SEC”), and remains effective as of the date hereof. A final Prospectus Supplement will be delivered as required by law. The Shares are free of restrictive legends and are free of any resale restrictions.

3. Delivery of Shares. The Company shall cause its transfer agent to transmit the Shares to the Investor via either of the methods chosen below by the Investor by issuing either a stock certificate to the Investor evidencing the number of shares purchased by the Investor or by utilizing the Deposit/Withdrawal at Custodian (“DWAC”) system to electronically transmit the shares to the Investor under this Stock Purchase Agreement.

4. Lock-Up Period.

     a. The Investor agrees that, during the period beginning on the date hereof and continuing to and including the date ninety (90) days after the date of the final prospectus supplement (the "Lock-Up Period”) covering the offering of the Shares, the Investor will not offer, sell, contract to sell, pledge, grant any option to purchase, make any short sale or otherwise dispose of any of the Shares.

     b. The foregoing restriction is expressly agreed to preclude the Investor from engaging in any hedging or other transaction which is designed to or reasonably expected to lead up to, or result in, a sale or disposition of the Shares even if such shares would be disposed of by someone other than the Investor. Such prohibited hedging or other transactions would include without limitation any short sale (whether or not against the box) or any purchase, sale or grant of any right (including without limitation any put or call option) with respect to any of the Shares or with respect to any security that includes, relates to, or derives any significant part of its value from such shares.

5. Permitted Transfers. Notwithstanding the foregoing, the Investor may transfer the Shares:

     a. as a bona fide gift or gifts, or by will or intestacy, provided that the transferee or transferees thereof agree to be bound by the restrictions set forth herein; or

     b. to any trust for the direct or indirect benefit of the Investor or the immediate family of the Investor, provided that the trustee of the trust agrees to be bound by the restrictions set forth herein, and provided further that any such transfer shall not involve a disposition for value.

     For purposes of this Lock-Up Agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin.

1

SIGNATURES

IN WITNESS WHEREOF, the parties hereto have caused this Stock Purchase Agreement to be duly executed by their respective authorized signatories as of the date first indicated above.

SPECTRUM PHARMACEUTICALS, INC.		INVESTOR
By:		By:
	Name:		Name:
	Title:
		I choose to receive my shares in electronic form: o
		Name of Brokerage Account:
		Telephone Number of Brokerage Account:
		DTC Number Associated with Brokerage Account:
		Brokerage Account Number:
		Exact Name(s) Associated with the Brokerage Account:

2

I Choose to receive my purchased Shares in certificated form o

Delivery Address of Investor:

3

EX-5.1

Exhibit 5.1

Stradling Yocca Carlson & Rauth
A PROFESSIONAL CORPORATION	ORANGE COUNTY
ATTORNEYS AT LAW	(949) 725-4000
660 NEWPORT CENTER DRIVE, SUITE 1600	SAN DIEGO
NEWPORT BEACH, CA 92660-6422	(858) 720-2150
TELEPHONE (949) 725-4000	SAN FRANCISCO
FACSIMILE (949) 725-4100	(415) 283-2240
	SANTA BARBARA
	(805) 564-0065
	SACRAMENTO
	(916) 449-2350

May 6, 2009

Spectrum Pharmaceuticals, Inc.
157 Technology Drive
Irvine, California 92618

     Re: Spectrum Pharmaceuticals, Inc., Shelf Registration Statement on Form S-3

Ladies and Gentlemen:

     You have requested our opinion with respect to certain matters in connection with the sale by Spectrum Pharmaceuticals, Inc., a Delaware corporation (the “Company”), of 432,200 shares of Common Stock, $0.001 par value per share, of the Company (the “Shares”) pursuant to the Registration Statement on Form S-3, Registration No. 333-150260, filed by the Company with the Securities and Exchange Commission (the “Commission”) on April 15, 2008 and amended on May 2, 2008 (the “Registration Statement”). The prospectus dated May 5, 2008 filed with the Registration Statement is hereinafter referred to as the Base Prospectus. The prospectus supplement dated May 7, 2009, in the form filed with the Commission under Rule 424(b) promulgated under the Securities Act, is hereinafter referred to as the Prospectus Supplement.

     In connection with the preparation of this opinion, we have reviewed the corporate actions of the Company in connection with this matter and have examined such documents, corporate records and other instruments as we have deemed necessary for the purposes of this opinion. We have assumed the genuineness and authenticity of all documents submitted to us as originals, the conformity to originals of all documents submitted to us as copies thereof and the due execution and delivery of all documents where due execution and delivery are a prerequisite to the effectiveness thereof.

     Based on the foregoing, it is our opinion that the Shares, when issued and sold in the manner described in the Registration Statement and the related Base Prospectus and the Prospectus Supplement, will be legally issued, fully paid and nonassessable.

     We consent to the use of this opinion as an exhibit incorporated by reference in the Registration Statement and to the use of our name under the caption “Legal Matters” in the Base Prospectus and the Prospectus Supplement.

Very truly yours,

STRADLING YOCCA CARLSON & RAUTH
 

/s/ Stradling Yocca Carlson & Rauth