Spectrum Pharmaceuticals Inc.
06/30/2022 | Press release | Distributed by Public on 06/30/2022 14:27
Initial Registration Statement for Employee Benefit Plan (Form S-8)
S-8
As filed with the Securities and Exchange Commission on June 30, 2022
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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 incorporation or organization) |
(I.R.S. Employer Identification No.) |
|
| 11500 South Eastern Avenue, Suite 220, Henderson, Nevada | 89052 | |
| (Address of Principal Executive Offices) | (Zip Code) |
Spectrum Pharmaceuticals, Inc. 2018 Long-Term Incentive Plan
(Full title of the plan)
11500 South Eastern Avenue, Suite 220
Henderson, Nevada 89052
(702) 835-6300
(Name, address and telephone number, including area code, of agent for service)
Copy to:
Teri O'Brien, Esq.
Latham & Watkins LLP
12670 High Bluff Drive
San Diego, California 92130
(858) 523-5410
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | Accelerated filer | ☐ | |||
| Non-accelerated filer | ☒ | Smaller reporting company | ☒ | |||
| Emerging growth company | ☐ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
INTRODUCTORY NOTES
This Registration Statement registers an aggregate of 18,000,000 shares of Common Stock consisting of (i) an additional 12,600,000 shares of Common Stock reserved for issuance under the 2018 Plan that were added to the 2018 Plan pursuant to the share reserve increase approved by the Company's board of directors (the "Board") on January 27, 2022 and the Company's stockholders on June 21, 2022 and (ii) 5,400,000 shares of Common Stock reserved for issuance under the 2018 Plan that were added to the 2018 Plan pursuant to the share reserve increase approved by the Board on April 23, 2022 and the Company's stockholders on June 21, 2022.
This Registration Statement is being filed for the purpose of registering additional securities of the same class as other securities for which registration statements on Form S-8 relating to an employee benefit plan are effective. The Registrant previously registered shares of Common Stock for issuance under the 2018 Plan on a Registration Statement on Form S-8, filed with the Securities and Exchange Commission (the "Commission") on June 22, 2020 (File No. 333-239349), a Registration Statement on Form S-8, filed with the Commission on June 18, 2018 (File No. 333-225704), a Post-Effective Amendment No. 1 to Registration Statement on Form S-8, filed with the Commission on June 18, 2018 (File No. 333-160312), and a Post-Effective Amendment No. 1 to Registration Statement on Form S-8, filed with the Commission on June 18, 2018 (Registration No. 333-202761) (collectively, the "Prior Registration Statements"). Pursuant to General Instruction E to Form S-8, the contents of the Prior Registration Statements, with respect to the securities offered by the 2018 Plan, are hereby incorporated by reference into this Registration Statement.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed with the Commission by the Registrant are incorporated by reference in this Registration Statement:
(a) The Registrant's Annual Report on Form 10-K for its fiscal year ended December 31, 2021, filed with the Commission on March 17, 2022;
(b) The Registrant's Quarterly Report on Form 10-Q for its fiscal quarter ended March 31, 2022, filed with the Commission on May 12, 2022;
(c) The Registrant's Current Reports on Form 8-K, filed with the Commission on May 17, 2022,June 10, 2022, and June 23, 2022, and on Form 8-K/A, filed with the Commission on May 17, 2022; and
(d) The description of the Common Stock contained in the Registration of Securities of Certain Successor Issuers filed pursuant to Section 12(g) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), on Form 8-B on June 27, 1997, including any amendment or reports filed for the purpose of updating such description.
All reports and other documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act on or after the date of this Registration Statement and prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, are incorporated by reference in this Registration Statement and are a part hereof from the date of filing of such reports and other documents, except as to any portion of any such report or other document furnished under Items 2.02 or 7.01 of Form 8-K that is not deemed filed under such provisions. Any statement contained in a report or other document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed report or other document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.
Item 8. Exhibits.
The following is a list of exhibits filed as part of this Registration Statement, which are incorporated herein:
SIGNATURES
Pursuant to the requirements of the Securities Act, 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 Henderson, State of Nevada, on this 30th day of June, 2022.
| SPECTRUM PHARMACEUTICALS, INC. | ||
| By: |
/s/ Nora Brennan |
|
| Nora Brennan | ||
| Chief Financial Officer |
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints, jointly and severally, Nora Brennan and Keith McGahan as his or her attorneys-in-fact, each with the power of substitution, for him or her in any and all capacities, to sign any amendments to this Registration Statement on Form S-8 (including post-effective amendments), and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Commission, hereby ratifying and confirming all that each of said attorneys-in-fact, or his or her substitute or substitutes, may do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
|
Signature |
Title |
Date |
||
|
/s/ Thomas J. Riga |
President, Chief Executive Officer and Director | June 30, 2022 | ||
| Thomas J. Riga | (Principal Executive Officer) | |||
|
/s/ Nora Brennan |
Chief Financial Officer | June 30, 2022 | ||
| Nora Brennan | (Principal Financial and Accounting Officer) | |||
|
/s/ William L. Ashton |
Chairman of the Board and Director | June 30, 2022 | ||
| William L. Ashton | ||||
|
/s/ Brittany K. Bradrick |
Director | June 30, 2022 | ||
| Brittany K. Bradrick | ||||
|
/s/ Seth H.Z. Fischer |
Director | June 30, 2022 | ||
| Seth H.Z. Fischer | ||||
|
/s/ Jeffrey L. Vacirca |
Director | June 30, 2022 | ||
| Jeffrey L. Vacirca, M.D., FACP | ||||
|
/s/ Juhyun Lim |
Director | June 30, 2022 | ||
| Juhyun Lim |