8-K/A

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A
(Amendment No. 1)

CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 15, 2009

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 No.)

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

Registrant’s telephone number, including area code: (949) 788-6700

Not Applicable

(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))

EXPLANATORY NOTE

On March 19, 2009, Spectrum Pharmaceuticals, Inc. (“Spectrum”) filed a Current Report on Form 8-K (the “Initial 8-K”) reporting the acquisition of the 50% membership interest in RIT Oncology, LLC that it did not already own. Pursuant to this Amendment No. 1 to the Initial 8-K, Spectrum hereby amends and supplements Item 9.01 of the Initial 8-K to file the required pro forma financial information that was not filed with the Initial 8-K.

Filed as Exhibit 99.2 to this Form 8-K/A are the unaudited proforma income statements and related notes of Spectrum for the year ended December 31, 2008 and the three month period ended March 31, 2009.

The Initial 8-K is only amended to the extent specifically provided herein and shall not otherwise be deemed amended or superseded in any other respect.

Item 9.01 Financial Statements and Exhibits.

(a) Financial Statements of Businesses Acquired.

The audited financial statement of the Zevalin^® business for the nine month period ended September 30, 2008 was previously reported on Exhibit 99.2 of Spectrum’s current report on Form 8-K/A filed on March 2, 2009.

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(b) Pro Forma Financial Information.

Pursuant to paragraph (b)(2) of Item 9.01 of Form 8-K, the attached pro forma financial statements were omitted from disclosure contained in the Initial 8-K. Included herein as Exhibit 99.2 to this Form 8-K/A, and incorporated herein by reference, are the unaudited pro forma combined income statements and related notes of Spectrum for the year ended December 31, 2008 and for the three months ended March 31, 2009.

(c) Exhibits.

2.1	+#	Limited Liability Company Interest Assignment Agreement, dated as of March 15, 2009, by and among Spectrum Pharmaceuticals, Inc., Cell Therapeutics, Inc. (Schedules and similar attachments omitted pursuant to Item 601(b)(2) of Regulation S-K. Spectrum will furnish supplementally a copy of any omitted schedule or similar attachment to the SEC upon request.)
99.1	++	Press Release dated March 16, 2009.
99.2		Unaudited Pro Forma Combined Financial Statements and Related Notes of Spectrum Pharmaceuticals, Inc.

+	Previously filed as Exhibit 2.1 to Spectrum’s Quarterly Report on Form 10-Q (File No. 000-28782) filed with the SEC on May 15, 2009.
++	Previously filed as Exhibit 99.1 to Spectrum’s Current Report on Form 8-K (File No. 000-28782) filed with the SEC on March 19, 2009.
#	Confidential portions omitted and filed separately with the SEC pursuant to Rule 24b-2 promulgated under the Securities Exchange Act of 1934, as amended.

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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.

May 29, 2009	SPECTRUM PHARMACEUTICALS, INC.
	By:	/s/ Shyam Kumaria Name: Shyam Kumaria
		Title:   V.P. Finance

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Exhibit List

2.1+	#	Limited Liability Company Interest Assignment Agreement, dated as of March 15, 2009, by and among Spectrum Pharmaceuticals, Inc., Cell Therapeutics, Inc. (Schedules and similar attachments omitted pursuant to Item 601(b)(2) of Regulation S-K. Spectrum will furnish supplementally a copy of any omitted schedule or similar attachment to the SEC upon request.)
99.1	++	Press Release dated March 16, 2009.
99.2		Unaudited Pro Forma Combined Financial Statements and Related Notes of Spectrum Pharmaceuticals, Inc.

+	Previously filed as Exhibit 2.1 to Spectrum’s Quarterly Report on Form 10-Q (File No. 000-28782) filed with the SEC on May 15, 2009.
++	Previously filed as Exhibit 99.1 to Spectrum’s Current Report on Form 8-K (File No. 000-28782) filed with the SEC on March 19, 2009.
#	Confidential portions omitted and filed separately with the SEC pursuant to Rule 24b-2 promulgated under the Securities Exchange Act of 1934, as amended.

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EX-99.2

Exhibit 99.2

UNAUDITED PRO FORMA CONDENSED INCOME STATEMENTS

The following unaudited pro forma condensed income statements combine the historical financial statements of Spectrum Pharmaceuticals, Inc. (“Spectrum”) and the historical statement of net revenues and direct expenses of the business relating to the commercialization of Zevalin® (ibritumomab tiuxetan) (the “Zevalin Business”), including certain estimates, assumptions and adjustments described in the accompanying notes to the pro forma condensed combined financial information. Since December 15, 2008, the Zevalin Business was conducted through a 50/50 joint venture called RIT Oncology, LLC (the “Joint Venture”) of which Spectrum and Cell Therapeutics, Inc. (“CTI”) each owned 50%.

On March 15, 2009, CTI sold its 50% share of the Joint Venture to Spectrum. As a result of the sale, Spectrum became the 100% owner of RIT and is its sole member. Accordingly, the Zevalin Business’s assets and liabilities were consolidated and fully reflected in Spectrum’s unaudited consolidated balance sheet as of March 31, 2009, which was included in Spectrum’s Quarterly Report on Form 10-Q filed with the SEC on May 15, 2009.

For pro forma purposes:

• Spectrum’s unaudited statement of operations for the year ended December 31, 2008 has been combined with the Zevalin Business’s statement of net revenues and direct expenses for the year ended December 31, 2008 as if Spectrum’s 100% acquisition of the Zevalin Business had occurred on January 1, 2008;

• Spectrum’s unaudited statement of operations for the three months ended March 31, 2009 is presented as if Spectrum’s 100% acquisition of the Zevalin Business had occurred on January 1, 2009.

The unaudited pro forma condensed combined financial information is intended for informational purposes only and does not purport to represent what Spectrum’s financial position or results of operations would actually have been if Spectrum’s 100% acquisition of the Zevalin Business had in fact occurred on the dates indicated above, and should not be construed as being representative of future operating results.

Also, these unaudited pro forma condensed combined financial statements and accompanying notes should be read in conjunction with the historical financial statements and the related notes included in Spectrum’s Annual Report on Form 10-K for the year ended December 31, 2008, and Spectrum’s Quarterly Report on Form 10-Q for the three month period ended March 31, 2009.

UNAUDITED PRO FORMA CONDENSED
COMBINED STATEMENT OF OPERATIONS FOR THE
YEAR ENDED DECEMBER 31, 2008
(In thousands, except per share amounts)

	Spectrum			Zevalin
	Pharmaceuticals,			Business			Pro Forma				Pro Forma
	Inc.			Note 1			Adjustments			Note 2	Combined
Revenues:
Licensing and milestone revenues	$	20,676			—			—			$	20,676
Product sales		8,049		$	11,765		$	(342	)	(A)		19,472
Total revenues		28,725			11,765			(342	)			40,148
Operating expenses:
Cost of product sold		1,193			3,132			(87	)	(A)		4,238
Research and development		26,683			7,565			(309	)	(A)		33,939
Acquired in-process research and development		4,700			—			(4,700	)	(B)		—
Selling, general and administrative		15,161			8,692			(320	)	(A)		23,533
Amortization of purchased intangibles		158			692			2,850		(C)		3,700
Total operating expenses		47,895			20,081			(2,566	)			65,410
Loss from operations		(19,170	)		(8,316	)		2,224				(25,262	)
Other income, net		1,165			—			—				1,165
Net loss before minority interest		(18,005	)		(8,316	)		2,224				(24,097	)
Minority interest		2,538			—			(2,538	)	(D)		—
Net loss attributable to common stockholders	$	(15,467	)	$	(8,316	)	$	(314	)		$	(24,097	)
Basic and diluted net loss per common share	$	(0.49	)								$	(0.76	)
Shares used in calculation of basic and diluted net loss per common share		31,551,152										31,551,152

UNAUDITED PRO FORMA CONDENSED
COMBINED STATEMENT OF OPERATIONS FOR THE
THREE MONTHS ENDED MARCH 31, 2009
(In thousands, except per share amounts)

	Spectrum			Zevalin
	Pharmaceuticals,			Business		Pro Forma			Note	Pro Forma
	Inc.			Note 1		Adjustments			2	Combined
Revenues:
Licensing and milestone revenues	$	2,125			—		—			$	2,125
Product sales		12,038			—		—				12,038
Total revenues		14,163			—		—				14,163
Operating expenses:
Cost of product sold		1,834			—		—				1,834
Research and development		5,654			—		—				5,654
Selling, general and administrative		6,351			—		—				6,351
Amortization of purchased intangibles		950			—		—				950
Total operating expenses		14,789			—		—				14,789
Loss from operations		(626	)		—		—				(626	)
Other income, net		104			—		—				104
Net loss before minority interest		(522	)		—		—				(522	)
Minority interest		1,146			—		(1,146	)	(D)		—
Net income/(loss) attributable to common stockholders	$	624		$	—	$	(1,146	)		$	(522	)
Basic net income/(loss) per common share	$	0.02								$	(0.02	)
Shares used in calculation of basic net income/(loss) per common share		32,439,523									32,439,523
Diluted net income/(loss) per common share	$	0.02								$	(0.02	)
Shares used in calculation of diluted net income/(loss) per common share		32,644,425									32,644,425

Notes to Unaudited Pro Forma
Condensed Combined Statements of Operations

Note 1. The Zevalin Business

On December 15, 2008, Spectrum Pharmaceuticals, Inc. (“Spectrum” or “the Company”) closed a transaction to enter into a 50/50-owned joint venture (the “Joint Venture”) whose purpose was to commercialize and develop Zevalin (ibritumomab tiuxetan), or Zevalin (the “Zevalin Business”) in the United States. From December 15, 2008 through March 15, 2009, the Joint Venture was conducted through a newly-formed Delaware limited liability company, RIT Oncology, LLC (“RIT”), of which Spectrum and CTI were each issued a 50% membership interest upon the closing of the Joint Venture transaction. CTI sold its 50% membership interest to Spectrum on March 15, 2009, resulting in Spectrum becoming the 100% owner and sole member of RIT.

The allocation of the initial capitalization at December 15, 2008, was based on the relative fair values of the intangible assets acquired, as determined by an independent valuation consultant, and the obligations assumed, and included developed technology, core technology and acquired in-process research and development.

The developed technology asset relates to intellectual property and rights thereon related to Zevalin as approved by the FDA for relapsed or refractory low- grade, follicular, or B-cell NHL. The core technology asset represented the value of the intellectual property and rights thereon expected to be leveraged in the development of label expansions for Zevalin. Developed and core technologies will be amortized over the term of the patents related to such technologies. We estimated aggregate amortization expense related to these acquired intangible assets to be $3.7 million annually.

In-process research and development (IPRD) of $4.7 million was evaluated utilizing the present value of the estimated after-tax cash flows expected to be generated by purchased undeveloped technology related to the Zevalin Business or label expansions for indications that have not been approved by the FDA. Since, at the effective time of the acquisition of Zevalin, the IPRD had not reached technological feasibility, such amount has been charged to expense as of the acquisition of the Zevalin Business.

Note 2. Pro Forma Adjustments

The pro forma amounts and adjustments included in the unaudited pro forma condensed combined financial statements are as follows:

(A)	Adjustment to reverse Zevalin Business amounts recorded in Spectrum’s consolidated financial statements for the year ended December 31, 2008 during the joint venture period.
(B)	Adjustment to reverse the $4.7 million write-off of in-process research and development (IPR&D), described above, as of the formation date, as though the transactions had occurred on January 1, 2008.
(C)	Adjustment to record a total of $3.7 million amortization for the acquired intangible assets, described above, for the year ended December 31, 2008.
(D)	To eliminate CTI’s minority interest recorded in recorded in Spectrum’s historical consolidated financial statements.
	There is no income tax adjustment related to the pro forma adjustments due to the assumption that the tax benefit generated by the Zevalin Business losses would require a full valuation allowance.