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 AND EXCHANGE ACT OF 1934

July 7, 2006

Date of Report (Date of earliest event reported)

SPECTRUM PHARMACEUTICALS, INC.

(Exact name of registrant as specified in its charter)

Delaware	000-28782	93-0979187
(State or other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification Number)

157 Technology Drive Irvine, California	92618
(Address of principal executive offices)	(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:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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 July 7, 2006, Spectrum Pharmaceuticals, Inc. (the “Company”) and U.S. Stock Transfer Corporation (the “Rights Agent”) entered into a fourth amendment (the “Fourth 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 and the third amendment to the rights agreement dated May 10, 2004 (collectively, the “Rights Agreement”). The purpose of the Fourth Amendment was to account for the Company’s 25-1 reverse stock split effected on September 6, 2002, which, by the terms of the Rights Agreement, increased the number of shares associated with each share of the Company’s common stock (the “Common Stock”) from one right per share to twenty-five rights per share. As a result of adopting the Fourth Amendment, the number of rights associated with each share of Common Stock was reduced from twenty-five rights per share back to one right per share. However, the number of rights associated with each share of Common Stock is still subject to adjustment pursuant to the terms of the Rights Agreement. The foregoing description of the Fourth Amendment is qualified in its entirety by reference to the Fourth Amendment, which is attached to this report as exhibit 4.1 and is incorporated herein by reference.

Item 5.03 Amendments to Articles of Incorporation

On July 7, 2006, the Company filed with the Delaware Secretary of State, an amendment to the Certificate of Designation of Rights, Preferences and Privileges of Series B Junior Participating Preferred Stock (the “Preferred Stock”) filed with the Delaware Secretary of State on December 18, 2000 to increase the authorized number of Preferred Stock from 200,000 shares to 1,000,000 shares (the “Designation Amendment”). This increase was made to reflect the possible issuance of Preferred Stock pursuant to the terms of the Rights Agreement due to the recent increase in the authorized number of shares of common stock to 100 million shares. The foregoing description of the Designation Amendment is qualified in its entirety by reference to the Designation Amendment, which is attached to this report as exhibit 3.1 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibits:	Description of Document
3.1	First Amendment to the Certificate of Designation of Series B Junior Participating Preferred Stock of Spectrum Pharmaceuticals, Inc. filed July 7, 2006
4.1	Fourth Amendment to Rights Agreement dated July 7, 2006

-2-

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.

Date:    July 12, 2006	SPECTRUM PHARMACEUTICALS, INC.
	By:	/S/    RAJESH C. SHROTRIYA, M.D.
	Name:	Rajesh C. Shrotriya, M.D.
	Title:	CEO and President

-3-

EXHIBIT INDEX

Exhibits:	Description of Document
3.1	First Amendment to the Certificate of Designation of Series B Junior Participating Preferred Stock of Spectrum Pharmaceuticals, Inc. dated July 7, 2006
4.1	Fourth Amendment to Rights Agreement filed July 7, 2006

-4-

EX-3.1

EXHIBIT 3.1

FIRST AMENDMENT TO THE

CERTIFICATE OF DESIGNATION OF

SERIES B JUNIOR PARTICIPATING PREFERRED STOCK

OF

SPECTRUM PHARMACEUTICALS, INC.

SPECTRUM PHARMACEUTICALS, INC., a Delaware corporation (f/k/a Neotherapeutics, Inc.) (the “Corporation”), by its Chief Executive Officer and President, certifies that pursuant to the authority contained in Article 4 of its Certificate of Incorporation (as amended and restated from time to time), and the Certificate of Designation of Rights, Preferences and Privileges of Series B Junior Participating Preferred Stock and in accordance with the provisions of Section 151 of the General Corporation Law of the State of Delaware, its Board of Directors has adopted the following resolution to amend the Certificate of Designation of Rights, Preferences and Privileges of Series B Junior Participating Preferred Stock filed with the Delaware Secretary of State on December 18, 2000, as follows:

NOW, THEREFORE, BE IT RESOLVED, that the Board of Directors hereby amends Section 1 of the Certificate of Designation of Series B Junior Participating Preferred Stock (“Certificate of Designation”) in its entirety to read as follows:

Section 1. Designation and Amount. The shares of such series shall be designated as “Series B Junior Participating Preferred Stock,” par value $.001 per share, and the number of shares constituting such series shall be 1,000,000. Such number of shares may be increased or decreased by resolution of the Board of Directors; provided, that no decrease shall reduce the number of shares of Series B Junior Participating Preferred Stock to a number less than the number of shares then outstanding plus the number of shares reserved for issuance upon the exercise of outstanding options, rights, warrants or upon the conversion of any outstanding securities issued by the Corporation convertible into Series B Junior Participating Preferred Stock.

{Signatures follow on next page}

IN WITNESS WHEREOF, SPECTRUM PHARMACEUTICALS, INC. has caused this First Amendment to the Certificate of Designation of Series B Junior Participating Preferred Stock to be duly executed by its Chief Executive Officer and President.

Dated: July 6, 2006
SPECTRUM PHARMACEUTICALS, INC.
/S/ Rajesh C. Shrotriya
By:	Rajesh C. Shrotriya, M.D.
Title:	Chief Executive Officer and President

EX-4.1

EXHIBIT 4.1

FOURTH AMENDMENT

TO THE

RIGHTS AGREEMENT

This Fourth Amendment, dated as of July 7, 2006 (this “Fourth Amendment”), amends the rights agreement dated December 13, 2000, by and between Spectrum Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and U.S. Stock Transfer Corporation, as rights agent (the “Rights Agent”), 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 and the third amendment to the rights agreement dated May 10, 2004 (collectively, the “Rights Agreement”).

WITNESSETH

WHEREAS, the Company and the Rights Agent have heretofore executed and entered into the Rights Agreement;

WHEREAS, pursuant to Section 27 of the Rights Agreement, the Company and the Rights Agent may from time to time supplement or amend the Rights Agreement in accordance with the provisions of Section 27 thereof; and

WHEREAS, the Board of Directors of the Company has determined that it is in the best interests of the Company and the holders of the Rights to amend the Rights Agreement as provided herein.

NOW THEREFORE, in consideration of the foregoing and the mutual agreements set forth herein, the Company and the Rights Agent agree as follows:

1. Any term not defined herein shall have the meaning ascribed to it in the Rights Agreement.

2. Section 11(p) of the Rights Agreement shall be amended and restated in its entirety as follows:

“(p) Anything in this Agreement to the contrary notwithstanding, in the event that the Company shall at any time after the Rights Dividend Declaration Date and prior to the Distribution Date (i) declare a dividend on the outstanding shares of Common Stock payable in shares of Common Stock, (ii) subdivide the outstanding Common Stock, or (iii) combine the outstanding Common Stock into a smaller number of shares, the number of Rights associated with each share of Common Stock then outstanding, or issued or delivered thereafter but prior to the Distribution Date, shall be proportionately adjusted so that the number of Rights thereafter associated with each share of Common Stock following any such event shall equal the result obtained by multiplying the number of Rights associated with each share of Common Stock immediately

prior to such event by a fraction, the numerator of which shall be the total number of shares of Common Stock outstanding immediately prior to the occurrence of the event and the denominator of which shall be the total number of shares of Common Stock outstanding immediately following the occurrence of such event; provided, however, that there shall be no adjustment pursuant to this Section 11(p) for the 25-for-1 reverse split of the Company’s Common Stock that was effected on September 6, 2002 and, as a result of this proviso, there shall be, from and after the effectiveness of this Fourth Amendment (the “Effective Time”), one Right associated with each share of Common Stock currently outstanding or issued or delivered after the Effective Time (but prior to the Distribution Date); provided, further, however, that if any of the events set forth in sub-clauses (i) through (iii) of this Section 11(p) shall occur at any time after the Effective Time (but prior to the Distribution Date), the number of Rights associated with shares of Common Stock then outstanding or issued or delivered at any time thereafter (but prior to the Distribution Date) shall, upon the occurrence of such event, be proportionately adjusted in accordance with the terms of this Section 11(p).”

3. This Fourth Amendment shall be deemed to be a contract made under the laws of the State of Delaware and for all purposes shall be governed by and construed in accordance with the laws of such State applicable to contracts to be made and performed entirely within such State; provided, however, that all provisions regarding the rights, duties and obligations of the Rights Agent shall be governed by and construed in accordance with the laws of the State of New York applicable to contracts made and to be performed entirely within such State.

4. This Fourth Amendment may be executed in any number of counterparts and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument.

5. Except as expressly amended hereby, the Rights Agreement shall remain in full force and effect.

6. The undersigned officer of the Company, does hereby certify to the Rights Agent that this Fourth Amendment (i) complies with the terms of Section 27 of the Rights Agreement and (ii) will not change or increase the rights, duties, liabilities or obligations of the Rights Agent under the Rights Agreement.

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the day and year first above written.

SPECTRUM PHARMACEUTICALS, INC., a Delaware corporation
By:	/S/ Shyam Kumaria
	Name: Shyam Kumaria Title:   Vice President Finance

U.S. STOCK TRANSFER CORPORATION, as Rights Agent
By:	/S/ Richard C. Brown
	Name: Richard C. Brown Title:   Vice President

SIGNATURE PAGE FOR FOURTH AMENDMENT TO RIGHTS AGREEMENT