-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, UJZF1+fWBB5daVoveEFuScaTVWm07W1ddKOGpjavl3nFyA7CbOJc2r4GCEc7yhln aW8phBTDiqXIrlvv3vUe6Q== 0000950137-06-010593.txt : 20061002 0000950137-06-010593.hdr.sgml : 20061002 20061002170633 ACCESSION NUMBER: 0000950137-06-010593 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20060926 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Material Modifications to Rights of Security Holders FILED AS OF DATE: 20061002 DATE AS OF CHANGE: 20061002 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SPECTRUM PHARMACEUTICALS INC CENTRAL INDEX KEY: 0000831547 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 930979187 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-28782 FILM NUMBER: 061121348 BUSINESS ADDRESS: STREET 1: 157 TECHNOLOGY DR CITY: IRVINE STATE: CA ZIP: 92618 BUSINESS PHONE: 9497886700 MAIL ADDRESS: STREET 1: 157 TECHNOLOGY DR CITY: IRVINE STATE: CA ZIP: 92618 FORMER COMPANY: FORMER CONFORMED NAME: NEOTHERAPEUTICS INC DATE OF NAME CHANGE: 19960819 FORMER COMPANY: FORMER CONFORMED NAME: AMERICUS FUNDING CORP DATE OF NAME CHANGE: 19920703 8-K 1 a24001e8vk.htm FORM 8-K Spectrum Pharmaceuticals, Inc.
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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 AND EXCHANGE ACT OF 1934
September 26, 2006
Date of Report (Date of earliest event reported)
 
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 Number)
         
157 Technology Drive
Irvine, California
(Address of principal executive offices) 		      92618
(Zip Code)
(949) 788-6700
(Registrant’s telephone number, including area code)
N/A
(Former Name or Former Address, if Changed Since Last Report)
 
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))
 
 

 

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Item 1.01 Entry into a Material Definitive Agreement
Item 3.03 Material Modification to Rights of Security Holders
SIGNATURES

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Item 1.01 Entry into a Material Definitive Agreement
     The disclosures in Item 3.03 of this Form 8-K are incorporated herein by reference.
Item 3.03 Material Modification to Rights of Security Holders
     On September 26, 2006, Spectrum Pharmaceuticals, Inc. (the “Company”) and U.S. Stock Transfer Corporation (the “Rights Agent”) entered into a fifth amendment (the “Fifth Amendment”) to the rights agreement between the Company and the Rights Agent, dated December 13, 2000, as amended by the first amendment to the rights agreement dated July 23, 2003, the second amendment to the rights agreement dated May 10, 2004, the third amendment to the rights agreement dated May 10, 2004, and the fourth amendment to the rights agreement dated July 7, 2006 (collectively, the “Rights Agreement”). The purpose of the Fifth Amendment was to lower the threshold for becoming an “Acquiring Person” (as defined in the Rights Agreement) from twenty percent (20%) to fifteen percent (15%). As a result of the Fifth Amendment, the Rights (as defined in the Rights Agreement) become exercisable when a Person (as defined in the Rights Agreement) has acquired, or obtains the right to acquire, or commences a tender offer or exchange offer that would result in the Person beneficially owning, 15% or more of the shares of the Company’s common stock then outstanding.
     In considering the adoption of the Fifth Amendment, the Board considered the value of the company’s drug portfolio and other assets in relation to its current stock price and market cap. The purpose of the Fifth Amendment is to make the threshold percentage consistent with shareholder rights plans for a majority of companies as reported by Institutional Shareholder Services’ Governance Research Services in March 2006. In addition, the Fifth Amendment is designed to ensure that stockholders realize full value for their investment and fair and equal treatment in the event of an attempted takeover of the Company and to protect the Company and its stockholders against coercive takeover tactics. The Fifth Amendment was not adopted in response to any specific known proposal to acquire control of the company.
     U.S. Stock Transfer Corporation is the Company’s transfer agent and registrar for the Company’s common stock.

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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.
 		  
Date: October 2, 2006  By:   /s/ Shyam Kumaria    
    Name:   Shyam Kumaria   
    Title:   V.P., Finance   
 

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