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
March 17, 2006
Date of Report (Date of earliest event reported)
SPECTRUM PHARMACEUTICALS, INC.
(Exact name of registrant as specified in its charter)
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Delaware
(State or other Jurisdiction
of Incorporation)
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000-28782
(Commission File Number)
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93-0979187
(IRS Employer
Identification Number) |
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157 Technology Drive
Irvine, California
(Address of principal executive offices)
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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))
TABLE OF CONTENTS
Item 1.01 Entry Into Material Definitive Agreement
On March 17, 2006, Spectrum Pharmaceuticals, Inc. (the “Company”) entered into an asset
purchase agreement (the “Purchase Agreement”), by and among the Company, Targent Inc. (“Targent”)
and certain stockholders of Targent (the “Stockholders”), pursuant to which the Company will
acquire all of the oncology drug product assets of Targent. Other than in respect of the Purchase
Agreement, there are no material relationships between the Company, on the one hand, and Targent
and the Stockholders, on the other hand. In exchange for the acquired assets of Targent, the
Company has agreed to issue to Targent, or its stockholders, an aggregate amount of 600,000 shares
of the Company’s common stock at closing, as defined in the Purchase Agreement (the “Closing”). In
addition, Targent is eligible to receive payments, in the form of the Company’s common stock and/or
cash, upon achievement of certain regulatory and sales milestones, if any. At the option of the
Company, any amounts due in cash under the Purchase Agreement may be paid by issuing shares of the
Company’s common stock having a value, determined as provided in the Purchase Agreement, equal to
the cash payment amount.
The Company has made customary representations and warranties and covenants in the Purchase
Agreement. In addition, pursuant to the terms of the Purchase Agreement, each party has agreed to
indemnify the other for an agreed upon period following the acquisition for damages arising from,
among other things, such party’s breach of its representations, warranties or covenants under the
Purchase Agreement, subject to the limitations contained in the Purchase Agreement. The Closing is
subject to a number of conditions, including the unanimous approval of Targent’s stockholders and
other customary conditions.
Concurrently with the issuance of the shares at Closing, the Company will enter into a
registration rights agreement with Targent, which requires the Company to file a registration
statement covering the resale of one-third of all shares issued to Targent pursuant to the Purchase
Agreement.
The foregoing description of the Purchase Agreement and the transactions contemplated thereby
is qualified in its entirety by reference to the press release attached as Exhibit 99.1 hereto, and
incorporated herein by reference.
In connection with the Purchase Agreement, the Company also entered into a voting agreement
(the “Voting Agreement”), dated March 17, 2006, by and among the Company and certain stockholders
of Targent (the “Voting Agreement Stockholders”), which provides that the Voting Agreement
Stockholders will vote all of the shares of Targent’s voting stock that they own in favor of the
Purchase Agreement and the transactions contemplated therein.
The foregoing description of the Voting Agreement and the transactions contemplated thereby is
qualified in its entirety by reference to the press release attached as Exhibit 99.1 hereto, and
incorporated herein by reference.
Item 3.02 Unregistered Sales of Equity Securities.
Pursuant to the terms of the Purchase Agreement, the Company will issue, upon Closing, an
aggregate amount of 600,000 shares of the Company’s common stock. Upon the completion of certain
milestones contained in the Purchase Agreement, the Company will issue up to an aggregate amount of
650,000 additional shares of the Company’s common stock, and may issue additional shares of common
stock in lieu of cash payments. Such shares will be issued without registration in reliance upon
the exemption provided by Section 4(2) of the Securities Act of 1933, as amended, based in part
upon the following: the issuance does not involve any public offering; we made no solicitation in
connection with this transaction, other than communication with Targent and its stockholders; we
obtained representations from Targent and its stockholders regarding its and their investment
intent, experience and sophistication; Targent has received or had access to adequate information
about Spectrum in order to make an informed investment decision; Targent and its stockholders have
represented that they are each an “accredited investor” within the meaning of Rule 501 of
Regulation D under the Act; Spectrum reasonably believes that Targent and its stockholders are
sophisticated within the meaning of Section 4(2) of the Act; and the common stock will be
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