As filed with the Securities and Exchange Commission on July 20, 2009

Registration No. 333-                  

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM S-8

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

SPECTRUM PHARMACEUTICALS, INC.

(Exact name of registrant as specified in its charter)

Delaware		93-0979187
(State or other jurisdiction of		(I.R.S. Employer
incorporation or organization)		Identification Number)

(Address of Principal Executive Offices; Zip Code)

(Full title of the plan)

(Name and address of agent for service)

(Telephone number, including area code, of agent for service)

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer o		Accelerated filer o		Non-accelerated filer o		Smaller reporting company þ
				(Do not check if a smaller reporting company)

Proposed

Proposed

Maximum

Maximum

Amount of

Title of Each Class of

Amount to be

Offering Price

Aggregate

Registration Fee

Securities to be Registered

Registered (1)(2)

Per Share (3)

Offering Price (3)

(3)

Common Stock, $0.001 par value (3)

6,530,229 shares

$4.02

$26,251,521

$1,464.83

(1)		In the event of a stock split, stock dividend, or similar transaction involving the Registrant’s common stock, in order to prevent dilution, the number of shares registered shall automatically be increased to cover the additional shares pursuant to the anti-dilution adjustment provisions of the Registrant’s 2003 Amended and Restated Incentive Award Plan (the “Plan”), and in accordance with Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”). Includes associated preferred stock purchase rights under the Registrant’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.
(2)		3,469,771 shares of common stock available for issuance under the Plan were previously registered on a Registration Statement on Form S-8 on October 19, 2004 (Registration No. 333-119833).
(3)		The calculation of the registration fee is based on the weighted average exercise price of the issued and outstanding options relating to the shares of common stock registered hereby at the date of grant, which is $4.02.

 

 

EXPLANATORY NOTE

     This Registration Statement has been prepared in accordance with General Instruction E to Form S-8 and relates to an additional 6,530,229 shares of common stock of Spectrum Pharmaceuticals, Inc. (the “Registrant”) reserved for issuance under the Registrant’s 2003 Amended and Restated Incentive Plan (the “Plan”). 3,469,771 shares of the Registrant’s common stock have been previously registered for issuance under the Plan pursuant to a Registration Statement on Form S-8 filed on October 19, 2004 ( Registration No. 333-119833).

PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

     The contents of the Registrant’s Registration Statement on Form S-8 (Registration No. 333-119833), which has been filed by the Registrant with the Securities and Exchange Commission, are incorporated herein by reference.

Item 8. Exhibits.

     The following exhibits are filed as part of this Registration Statement:

Exhibit
Number		Exhibit
4.1		Amended Certificate of Incorporation, as filed. (Filed as Exhibit 3.1 to Form 10-Q, as filed with the Securities and Exchange Commission on August 8, 2006, and incorporated herein by reference.)
4.2		Form of Amended and Restated Bylaws of the Registrant. (Filed as Exhibit 3.1 to Form 10-Q, as filed with the Securities and Exchange Commission on August 16, 2004, and incorporated herein by reference.)
4.3		Rights Agreement, dated as of December 13, 2000, between the Registrant and ComputerShare Trust Company, N.A. (formerly U.S. Stock Transfer Corporation), as Rights Agent, which includes as Exhibit A thereto the form of Certificate of Designation for the Series B Junior Participating Preferred Stock, as Exhibit B thereto the Form of Rights Certificate and as Exhibit C thereto a Summary of Terms of Stockholder Rights Plan. (Filed as Exhibit 4.1 to Form 8-A12G, as filed with the Securities and Exchange Commission on December 26, 2000, and incorporated herein by reference.)
4.4		Amendment No. 1 to the Rights Agreement dated as of December 13, 2000 by and between the Registrant and ComputerShare Trust Company, N.A. (formerly U.S. Stock Transfer Corporation). (Filed as Exhibit 4.1 to Form 10-Q, as filed with the Securities and Exchange Commission on August 14, 2003, and incorporated herein by reference.)
4.5		Amendment No. 2 to the Rights Agreement dated as of December 13, 2000 by and between the Registrant and ComputerShare Trust Company, N.A. (formerly U.S. Stock Transfer Corporation). (Filed as Exhibit 4.1 to Form 10-Q, as filed with the Securities and Exchange Commission on May 17, 2004, and incorporated herein by reference.)
4.6		Amendment No. 3 to the Rights Agreement dated as of December 13, 2000 by and between the Registrant and ComputerShare Trust Company, N.A. (formerly U.S. Stock Transfer Corporation). (Filed as Exhibit 4.2 to Form 10-Q, as filed with the Securities and Exchange Commission on May 17, 2004, and incorporated herein by reference.)
4.7		Fourth Amendment to Rights Agreement dated July 7, 2006. (Filed as Exhibit 4.1 to Form 8-K, as filed with the Securities and Exchange Commission on July 12, 2006, and incorporated herein by reference).
4.8		Amendment No. 5 to the Rights Agreement dated as of December 13, 2000 by and between the Registrant and ComputerShare Trust Company, N.A. (formerly U.S. Stock Transfer

Exhibit
Number		Exhibit
		Corporation). (Filed as Exhibit 4.2 to Form 10-Q, as filed with the Securities and Exchange Commission on November 3, 2006, and incorporated herein by reference.)
5.1 +		Opinion of Stradling Yocca Carlson & Rauth, a Professional Corporation.
23.1 +		Consent of Kelly and Company.
23.2 +		Consent of Stradling Yocca Carlson & Rauth, a Professional Corporation. (contained in Exhibit 5.1).
24.1 +		Power of Attorney (contained on page II-1 of this registration statement).
99.1		Spectrum Pharmaceuticals, Inc. 2003 Amended and Restated Incentive Award Plan (Filed as Exhibit 10.1 to Form 8-K, as filed with the Securities and Exchange Commission on June 29, 2009.)

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-8 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 this 20^th day of July, 2009.

POWER OF ATTORNEY

     The undersigned directors and officers of Spectrum Pharmaceuticals, Inc. hereby constitute and appoint Rajesh C. Shrotriya, M.D. and Shyam K. Kumaria and each of them, as his true and lawful attorneys-in-fact and agents, with full power to act without the other and with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to this registration statement, and new registration statements relating to this Form S-8, and to file the same with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or either of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

     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 date indicated.

Signature		Title		Date
/s/ Rajesh C. Shrotriya, M.D.		Chairman of the Board,		July 20, 2009
Rajesh C. Shrotriya, M.D.		Chief Executive Officer, and President (Principal Executive Officer)
/s/ Shyam K. Kumaria		Vice President Finance		July 20, 2009
Shyam K. Kumaria		(Principal Financial and Accounting Officer)
/s/ Mitchell P. Cybulski		Director		July 20, 2009
Mitchell P. Cybulski
/s/ Richard D. Fulmer		Director		July 20, 2009
Richard D. Fulmer
/s/ Stuart M. Krassner, Sc.D., Psy.D.		Director		July 20, 2009
Stuart M. Krassner, Sc.D., Psy.D.
/s/ Anthony E. Maida, III		Director		July 20, 2009
Anthony E. Maida, III
/s/ Julius A. Vida, Ph.D.		Director		July 20, 2009
Julius A. Vida, Ph.D.

EXHIBIT INDEX

Exhibit
Number		Exhibit
4.1		Amended Certificate of Incorporation, as filed. (Filed as Exhibit 3.1 to Form 10-Q, as filed with the Securities and Exchange Commission on August 8, 2006, and incorporated herein by reference.)
4.2		Form of Amended and Restated Bylaws of the Registrant. (Filed as Exhibit 3.1 to Form 10-Q, as filed with the Securities and Exchange Commission on August 16, 2004, and incorporated herein by reference.)
4.3		Rights Agreement, dated as of December 13, 2000, between the Registrant and ComputerShare Trust Company, N.A. (formerly U.S. Stock Transfer Corporation), as Rights Agent, which includes as Exhibit A thereto the form of Certificate of Designation for the Series B Junior Participating Preferred Stock, as Exhibit B thereto the Form of Rights Certificate and as Exhibit C thereto a Summary of Terms of Stockholder Rights Plan. (Filed as Exhibit 4.1 to Form 8-A12G, as filed with the Securities and Exchange Commission on December 26, 2000, and incorporated herein by reference.)
4.4		Amendment No. 1 to the Rights Agreement dated as of December 13, 2000 by and between the Registrant and ComputerShare Trust Company, N.A. (formerly U.S. Stock Transfer Corporation). (Filed as Exhibit 4.1 to Form 10-Q, as filed with the Securities and Exchange Commission on August 14, 2003, and incorporated herein by reference.)
4.5		Amendment No. 2 to the Rights Agreement dated as of December 13, 2000 by and between the Registrant and ComputerShare Trust Company, N.A. (formerly U.S. Stock Transfer Corporation). (Filed as Exhibit 4.1 to Form 10-Q, as filed with the Securities and Exchange Commission on May 17, 2004, and incorporated herein by reference.)
4.6		Amendment No. 3 to the Rights Agreement dated as of December 13, 2000 by and between the Registrant and ComputerShare Trust Company, N.A. (formerly U.S. Stock Transfer Corporation). (Filed as Exhibit 4.2 to Form 10-Q, as filed with the Securities and Exchange Commission on May 17, 2004, and incorporated herein by reference.)
4.7		Fourth Amendment to Rights Agreement dated July 7, 2006. (Filed as Exhibit 4.1 to Form 8-K, as filed with the Securities and Exchange Commission on July 12, 2006, and incorporated herein by reference).
4.8		Amendment No. 5 to the Rights Agreement dated as of December 13, 2000 by and between the Registrant and ComputerShare Trust Company, N.A. (formerly U.S. Stock Transfer Corporation). (Filed as Exhibit 4.2 to Form 10-Q, as filed with the Securities and Exchange Commission on November 3, 2006, and incorporated herein by reference.)
5.1 +		Opinion of Stradling Yocca Carlson & Rauth, a Professional Corporation.
23.1 +		Consent of Kelly and Company.
23.2 +		Consent of Stradling Yocca Carlson & Rauth, a Professional Corporation (contained in Exhibit 5.1).
24.1 +		Power of Attorney (contained on page II-1 of this registration statement).
99.1		Spectrum Pharmaceuticals, Inc. 2003 Amended and Restated Incentive Award Plan. (Filed as Exhibit 10.1 to Form 8-K, as filed with the Securities and Exchange Commission on June 29, 2009.)