As filed with the Securities and Exchange Commission on May 4, 2007
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
SPECTRUM PHARMACEUTICALS, INC.
(Exact Name of Registrant as Specified in Its Charter)
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Delaware
(State or Other Jurisdiction of
Incorporation or Organization)
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93-079187
(I.R.S. Employer
Identification No.) |
157 Technology Drive
Irvine, California 92618
(949) 788-6700
(Address, Including Zip Code and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)
Rajesh C. Shrotriya, M.D.
Chief Executive Officer
157 Technology Drive
Irvine, California 92618
(949) 788-6700
(Name, Address, Including Zip Code and Telephone Number, Including Area Code, of Agent for Service)
Copies to:
James J. Moloney, Esq.
Gibson, Dunn & Crutcher LLP
4 Park Plaza
Irvine, California 92614-8557
(949) 451-3800
Approximate date of commencement of proposed sale to the public: From time to time or at one
time after the effective date of the Registration Statement.
If the only securities being registered on this Form are being offered pursuant to dividend or
interest reinvestment plans, please check the following box. o
If any of the securities being registered on this Form are to be offered on a delayed or
continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities
offered only in connection with dividend or interest reinvestment plans, check the following box. þ
If this Form is filed to register additional securities for an offering pursuant to Rule
462(b) under the Securities Act, please check the following box and list the Securities Act
registration statement number of the earlier effective registration statement of the same offering. þ File No. 333-121612
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities
Act, check the following box and list the Securities Act registration statement number of the
earlier effective registration statement for the same offering. o
If this Form is a registration statement pursuant to General Instruction I.D. or a
post-effective amendment thereto that shall become effective upon filing with the Commission
pursuant to Rule 462(e) under the Securities Act, check the following box. o
If this Form is a post-effective amendment to a registration statement filed pursuant to
General Instruction I.D. filed to register additional securities or additional classes of
securities pursuant to Rule 413(b) under the Securities Act, check the following box. o
CALCULATION OF REGISTRATION FEE
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Proposed maximum |
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Amount to |
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aggregate |
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Title of each class of |
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be registered |
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offering price |
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Amount of |
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securities to be registered |
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(1)(2)(3) |
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(1)(2)(3) |
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registration fee |
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Common Stock, $0.001 par value per share (4) |
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$1,568,125 |
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$1,568,125 |
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$48.14 |
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Exclusive of accrued interest and dividends, if any, and
estimated solely for the purpose of calculating the registration
fee pursuant to Rule 457(o). |
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In no event will the aggregate maximum offering price of all
securities issued pursuant to this Registration Statement exceed
$1,568,125. Such amount represents the offering price of any Common
Stock. |
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The $1,568,125 aggregate amount being registered is in addition to the
$30,520,000 remaining available, from the aggregate amount originally
registered of $100,000,000, under the Registrant’s Registration
Statement on Form S-3 (File No. 333-121612). |
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Subject to footnote (2), there is being registered hereunder an
indeterminate number of shares of the Registrant’s common stock as may
be sold by the Registrant. Common Stock includes associated preferred
stock purchase rights under the Company’s Rights Agreement dated as of
December 13, 2000, as amended. Prior to the occurrence of certain
events, the preferred stock purchase rights will not be exercisable or
evidenced separately from the Registrant’s common stock. |
TABLE OF CONTENTS
EXPLANATORY NOTE AND INCORPORATION BY REFERENCE
This registration statement is being filed with respect to the registration of additional
shares of common stock, par value $0.001 per share, of the registrant, Spectrum Pharmaceuticals,
Inc., pursuant to Rule 462(b) under the Securities Act of 1933, as amended. The registrant hereby
incorporates by reference into this registration statement on Form S-3 in its entirety the
registration statement on Form S-3 (File No. 333-121612) declared effective on January 24, 2005 by
the Securities and Exchange Commission (the “SEC”), including each of the documents filed by
Spectrum Pharmaceuticals with the SEC and incorporated or deemed to be incorporated by reference
therein.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it
has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and
has duly caused this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Irvine, State of California, on May 4, 2007.
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SPECTRUM PHARMACEUTICALS, INC
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By: |
/s/ RAJESH C. SHROTRIYA, M.D.
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Rajesh C. Shrotriya, M.D. |
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Chairman, Chief Executive Officer and President |
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Pursuant to the requirements of the Securities Act of 1933, this Registration Statement
has been signed by the following persons in the capacities and on the dates indicated.
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Title |
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Date |
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/s/ RAJESH C. SHROTRIYA, M.D.
Rajesh C. Shrotriya, M.D.
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Chairman of the Board, Chief Executive
Officer President and Director
(Principal Executive Officer)
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May 4, 2007 |
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/s/ SHYAM K. KUMARIA
Shyam K. Kumaria
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Vice President Finance
(Principal Financial and Accounting Officer)
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May 4, 2007 |
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/s/ RICHARD D. FULMER, MBA
Richard Fulmer
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Director
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May 4, 2007 |
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/s/ STUART M. KRASSNER, SC.D., PSY.D.
Stuart M. Krassner, Sc.D., Psy.D.
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Director
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May 4, 2007 |
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/s/ ANTHONY E. MAIDA, III, MA, MBA
Anthony E. Maida, III
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Director
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May 4, 2007 |
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/s/ DILIP J. MEHTA, M.D., PH.D.
Dilip J. Mehta, M.D., Ph.D.
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Director
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May 4, 2007 |
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/s/
JULIUS A. VIDA, PH.D.
Julius A. Vida
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Director
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May 4, 2007 |