spectrum13g-020810.htm
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
SCHEDULE
13G
(RULE
13d - 102)
Information
to be included in statements filed pursuant
to
Rules 13d-1(b), (c) and (d) and amendments thereto filed
pursuant
to 13d-2(b)
(AMENDMENT
NO. )*
Spectrum Pharmaceuticals,
Inc.
(Name
of Issuer)
Common Stock, $0.001 par
value
(Title
of Class of Securities)
84763A108
(CUSIP
Number)
January 27,
2010
(Date
of Event which Requires Filing of this Statement)
Check
the appropriate box to designate the rule
pursuant
to which this Schedule is filed:
[
] Rule 13d-1(b)
[x] Rule
13d-1(c)
[
] Rule 13d-1(d)
*The
remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of
securities,
and for any subsequent amendment containing information
which
would alter disclosures provided in a prior cover page.
The
information required on the remainder of this cover page shall not be deemed to
be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934
("Act") or otherwise subject to the liabilities of that section of the Act but
shall be subject to all other provisions of the Act (however, see the
Notes).
(Continued
on the Following Pages)
CUSIP
No. 84763A108
1.NAME OF REPORTING PERSONS
|
|
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES
ONLY)
|
|
|
Luxor
Capital Partners, LP
|
2.CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP*
(a)[x]
(b)[ ]
3.SEC USE ONLY
4.CITIZENSHIP OR PLACE OF
ORGANIZATION
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING
PERSON WITH
5.SOLE VOTING POWER
0
6.SHARED VOTING POWER
842,180
7.SOLE DISPOSITIVE POWER
8.SHARED DISPOSITIVE POWER
842,180
9.AGGREGATE AMOUNT BENEFICIALLY OWNED BY
EACH
REPORTING PERSON
842,180
10.CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11)
EXCLUDES CERTAIN SHARES*[ ]
11.PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11)
1.7%
12.TYPE OF REPORTING PERSON*
*SEE
INSTRUCTIONS BEFORE FILLING OUT!
CUSIP
No. 84763A108
1.NAME OF REPORTING PERSONS
|
|
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES
ONLY)
|
2.CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP*
(a)[x]
(b)[ ]
3.SEC USE ONLY
4.CITIZENSHIP OR PLACE OF
ORGANIZATION
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING
PERSON WITH
5.SOLE VOTING POWER
0
6.SHARED VOTING POWER
24,944
7.SOLE DISPOSITIVE POWER
8.SHARED DISPOSITIVE POWER
24,944
9.AGGREGATE AMOUNT BENEFICIALLY OWNED BY
EACH
REPORTING PERSON
24,944
10.CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11)
EXCLUDES CERTAIN SHARES*[ ]
11.PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11)
0.1%
12.TYPE OF REPORTING PERSON*
*SEE
INSTRUCTIONS BEFORE FILLING OUT!
CUSIP
No. 84763A108
1.NAME OF REPORTING PERSONS
|
|
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES
ONLY)
|
2.CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP*
(a)[x]
(b)[ ]
3.SEC USE ONLY
4.CITIZENSHIP OR PLACE OF
ORGANIZATION
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING
PERSON WITH
5.SOLE VOTING POWER
0
6.SHARED VOTING POWER
313,080
7.SOLE DISPOSITIVE POWER
8.SHARED DISPOSITIVE POWER
313,080
9.AGGREGATE AMOUNT BENEFICIALLY OWNED BY
EACH
REPORTING PERSON
313,080
10.CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11)
EXCLUDES CERTAIN SHARES*[ ]
11.PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11)
0.6%
12.TYPE OF REPORTING PERSON*
*SEE
INSTRUCTIONS BEFORE FILLING OUT!
CUSIP
No. 84763A108
1.NAME OF REPORTING PERSONS
|
|
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES
ONLY)
|
|
|
Luxor
Capital Partners Offshore Master Fund,
LP
|
2.CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP*
(a)[x]
(b)[ ]
3.SEC USE ONLY
4.CITIZENSHIP OR PLACE OF
ORGANIZATION
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING
PERSON WITH
5.SOLE VOTING POWER
0
6.SHARED VOTING POWER
1,366,982
7.SOLE DISPOSITIVE POWER
8.SHARED DISPOSITIVE POWER
1,366,982
9.AGGREGATE AMOUNT BENEFICIALLY OWNED BY
EACH
REPORTING PERSON
1,366,982
10.CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11)
EXCLUDES CERTAIN SHARES*[ ]
11.PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11)
2.8%
12.TYPE OF REPORTING PERSON*
*SEE
INSTRUCTIONS BEFORE FILLING OUT!
CUSIP
No. 84763A108
1.NAME OF REPORTING PERSONS
|
|
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES
ONLY)
|
|
|
Luxor
Capital Partners Offshore, Ltd.
|
2.CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP*
(a)[x]
(b)[ ]
3.SEC USE ONLY
4.CITIZENSHIP OR PLACE OF
ORGANIZATION
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING
PERSON WITH
5.SOLE VOTING POWER
0
6.SHARED VOTING POWER
1,366,982
7.SOLE DISPOSITIVE POWER
8.SHARED DISPOSITIVE POWER
1,366,982
9.AGGREGATE AMOUNT BENEFICIALLY OWNED BY
EACH
REPORTING PERSON
1,366,982
10.CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11)
EXCLUDES CERTAIN SHARES*[ ]
11.PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11)
2.8%
12.TYPE OF REPORTING PERSON*
*SEE
INSTRUCTIONS BEFORE FILLING OUT!
CUSIP
No. 84763A108
1.NAME OF REPORTING PERSONS
|
|
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES
ONLY)
|
|
|
Luxor
Spectrum Offshore Master Fund, LP
|
2.CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP*
(a)[x]
(b)[ ]
3.SEC USE ONLY
4.CITIZENSHIP OR PLACE OF
ORGANIZATION
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING
PERSON WITH
5.SOLE VOTING POWER
0
6.SHARED VOTING POWER
208,115
7.SOLE DISPOSITIVE POWER
8.SHARED DISPOSITIVE POWER
208,115
9.AGGREGATE AMOUNT BENEFICIALLY OWNED BY
EACH
REPORTING PERSON
208,115
10.CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11)
EXCLUDES CERTAIN SHARES*[ ]
11.PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11)
0.4%
12.TYPE OF REPORTING PERSON*
*SEE
INSTRUCTIONS BEFORE FILLING OUT!
CUSIP
No. 84763A108
1.NAME OF REPORTING PERSONS
|
|
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES
ONLY)
|
|
|
Luxor
Spectrum Offshore, Ltd.
|
2.CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP*
(a)[x]
(b)[ ]
3.SEC USE ONLY
4.CITIZENSHIP OR PLACE OF
ORGANIZATION
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING
PERSON WITH
5.SOLE VOTING POWER
0
6.SHARED VOTING POWER
208,115
7.SOLE DISPOSITIVE POWER
8.SHARED DISPOSITIVE POWER
208,115
9.AGGREGATE AMOUNT BENEFICIALLY OWNED BY
EACH
REPORTING PERSON
208,115
10.CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11)
EXCLUDES CERTAIN SHARES*[ ]
11.PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11)
0.4%
12.TYPE OF REPORTING PERSON*
*SEE
INSTRUCTIONS BEFORE FILLING OUT!
CUSIP
No. 84763A108
1.NAME OF REPORTING PERSONS
|
|
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES
ONLY)
|
2.CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP*
(a)[x]
(b)[ ]
3.SEC USE ONLY
4.CITIZENSHIP OR PLACE OF
ORGANIZATION
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING
PERSON WITH
5.SOLE VOTING POWER
0
6.SHARED VOTING POWER
2,790,602
7.SOLE DISPOSITIVE POWER
8.SHARED DISPOSITIVE POWER
2,790,602
9.AGGREGATE AMOUNT BENEFICIALLY OWNED BY
EACH
REPORTING PERSON
2,790,602
10.CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11)
EXCLUDES CERTAIN SHARES*[ ]
11.PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11)
5.7%
12.TYPE OF REPORTING PERSON*
*SEE
INSTRUCTIONS BEFORE FILLING OUT!
CUSIP
No. 84763A108
1.NAME OF REPORTING PERSONS
|
|
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES
ONLY)
|
2.CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP*
(a)[x]
(b)[ ]
3.SEC USE ONLY
4.CITIZENSHIP OR PLACE OF
ORGANIZATION
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING
PERSON WITH
5.SOLE VOTING POWER
0
6.SHARED VOTING POWER
2,790,602
7.SOLE DISPOSITIVE POWER
8.SHARED DISPOSITIVE POWER
2,790,602
9.AGGREGATE AMOUNT BENEFICIALLY OWNED BY
EACH
REPORTING PERSON
2,790,602
10.CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11)
EXCLUDES CERTAIN SHARES*[ ]
11.PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11)
5.7%
12.TYPE OF REPORTING PERSON*
*SEE
INSTRUCTIONS BEFORE FILLING OUT!
CUSIP
No. 84763A108
1.NAME OF REPORTING PERSONS
|
|
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES
ONLY)
|
2.CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP*
(a)[x]
(b)[ ]
3.SEC USE ONLY
4.CITIZENSHIP OR PLACE OF
ORGANIZATION
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING
PERSON WITH
5.SOLE VOTING POWER
0
6.SHARED VOTING POWER
2,755,301
7.SOLE DISPOSITIVE POWER
8.SHARED DISPOSITIVE POWER
2,755,301
9.AGGREGATE AMOUNT BENEFICIALLY OWNED BY
EACH
REPORTING PERSON
2,755,301
10.CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11)
EXCLUDES CERTAIN SHARES*[ ]
11.PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11)
5.6%
12.TYPE OF REPORTING PERSON*
*SEE
INSTRUCTIONS BEFORE FILLING OUT!
CUSIP
No. 84763A108
1.NAME OF REPORTING PERSONS
|
|
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES
ONLY)
|
2.CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP*
(a)[x]
(b)[ ]
3.SEC USE ONLY
4.CITIZENSHIP OR PLACE OF
ORGANIZATION
United States
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5.SOLE VOTING POWER
6.SHARED VOTING POWER
7.SOLE DISPOSITIVE POWER
8.SHARED DISPOSITIVE POWER
9.AGGREGATE AMOUNT BENEFICIALLY OWNED BY
EACH
REPORTING PERSON
10.CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11)
EXCLUDES CERTAIN SHARES*[ ]
11.PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11)
5.7%
12.TYPE OF REPORTING PERSON*
IN, HC
*SEE
INSTRUCTIONS BEFORE FILLING OUT!
This
Schedule 13G reflects the beneficial ownership of the Reporting Persons (as
defined below) as of January 27, 2010.
ITEM
1(a). NAME OF ISSUER:
Spectrum
Pharmaceuticals, Inc. (the "Issuer")
ITEM
1(b). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE
OFFICES:
157 Technology Drive
Irvine,
California 92618
ITEM
2(a). NAME OF PERSON
FILING:
The
names of the persons filing this statement on Schedule 13G are (collectively,
the “Reporting Persons”):
|
·
|
Luxor
Capital Partners, LP, a Delaware limited partnership (the “Onshore
Fund”);
|
|
·
|
Luxor
Spectrum, LLC, a Delaware limited liability company (the “Spectrum Onshore
Fund”);
|
|
·
|
Luxor
Wavefront, LP, a Delaware limited partnership (the “Wavefront
Fund”);
|
|
·
|
Luxor
Capital Partners Offshore Master Fund, LP, a Cayman Islands limited
partnership (the “Offshore Master
Fund”);
|
|
·
|
Luxor
Capital Partners Offshore, Ltd., a Cayman Islands exempted company (the
“Offshore Feeder Fund”);
|
|
·
|
Luxor
Spectrum Offshore Master Fund, LP, a Cayman Islands limited Partnership
(the “Spectrum Offshore Master
Fund”);
|
|
·
|
Luxor
Spectrum Offshore, Ltd., a Cayman Islands exempted company (the “Spectrum
Offshore Feeder Fund”);
|
|
·
|
Luxor
Capital Group, LP, a Delaware limited partnership (“Luxor Capital
Group”);
|
|
·
|
Luxor
Management, LLC, a Delaware limited liability company (“Luxor
Management”);
|
|
·
|
LCG
Holdings, LLC, a Delaware limited liability company (“LCG Holdings”);
and
|
|
·
|
Christian
Leone, a United States Citizen (“Mr.
Leone”).
|
Luxor
Capital Group acts as the investment manager of the Onshore Fund, the Spectrum Onshore
Fund, the Wavefront Fund, the Offshore Master Fund, the Offshore Feeder
Fund, the Spectrum Offshore Master Fund and the Spectrum Offshore Feeder Fund
(collectively, the “Funds”) and to an account it separately Manages (the
“Separately Managed Account”). The Offshore Master Fund is a
subsidiary of the Offshore Feeder Fund, and the Spectrum Offshore Master Fund is
a subsidiary of the Spectrum Offshore Feeder Fund. Luxor Management
is the general partner of Luxor Capital Group. Mr. Leone is the
managing member of Luxor Management. LCG Holdings is the general
partner of the Onshore Fund, the Offshore Master Fund, the Wavefront Fund, the
Spectrum Offshore Master Fund, and the managing member of the Spectrum Onshore
Fund. Mr. Leone is the managing member of LCG
Holdings.
Luxor
Capital Group, Luxor Management and Mr. Leone may each be deemed to have voting
and dispositive power with respect to the shares of Common Stock (as defined
below) held by the Funds and the Separately Managed Account. LCG
Holdings may be deemed to have voting and dispositive power with respect to the
shares of Common Stock held by the Onshore Fund, the Spectrum Onshore Fund,
the Wavefront Fund, the Offshore Master Fund and the Spectrum Offshore Master
Fund.
ITEM
2(b). ADDRESS OF PRINCIPAL BUSINESS OFFICE
OR, IF NONE, RESIDENCE:
The business address of each of the
Onshore Fund, the Spectrum Onshore
Fund, the Wavefront Fund, Luxor Capital Group, Luxor Management, LCG
Holdings and Mr. Leone is 767 Fifth Avenue, 19th Floor, New York, New York
10153.
The
business address of each of the Offshore Master Fund, the Offshore Feeder Fund,
the Spectrum Offshore Master Fund and the Spectrum Offshore Feeder Fund is c/o
M&C Corporate Services Limited, P.O. Box 309 GT, Ugland House, South Church
Street, George Town, Grand Cayman, Cayman Islands.
ITEM
2(c). CITIZENSHIP:
Mr. Leone is a citizen of the United
States.
Each of the Spectrum Onshore
Fund, Luxor Management and LCG Holdings is a limited liability company
formed under the laws of the State of Delaware.
Each of the Onshore Fund, the Wavefront
Fund, and Luxor Capital Group is a limited partnership formed under the laws of
the State of Delaware.
Each of the Offshore Feeder Fund and
the Spectrum Offshore Feeder Fund is a company formed under the laws of the
Cayman Islands.
Each of the Offshore Master Fund and
the Spectrum Offshore Master Fund is a limited partnership formed under the laws
of the Cayman Islands.
ITEM
2(d). TITLE OF CLASS OF
SECURITIES:
Common
Stock, $0.001 par value (the “Common Stock”)
ITEM
2(e). CUSIP NUMBER:
84763A108
ITEM
3. IF THIS STATEMENT IS
FILED PURSUANT TO RULE 13d-1(b),
OR 13d-2(b) OR
(c), CHECK WHETHER THE PERSON FILING IS
A:
(a) [
] Broker or dealer registered under Section 15 of the Exchange
Act.
(b) [
] Bank as defined in Section 3(a)(6) of the Exchange Act.
(c) [
] Insurance company defined in Section 3(a)(19) of the Exchange
Act.
(d) [
] Investment company registered under Section 8 of the Investment Company
Act.
(e) [
] An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E).
(f) [
] An employee benefit plan or endowment fund in accordance with Rule
13d-1(b)(1)(ii)(F).
(g) [
] A parent holding company or control person in accordance with Rule
13d-1(b)(1)(ii)(G).
(h) [
] A savings association as defined in Section 3(b)of the Federal Deposit
Insurance Act.
(i) [
] A church plan that is excluded from the definition of an investment
company under Section 3(c)(14)
of the
Investment Company Act;
(j) [
] Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
If
this statement is filed pursuant to Rule 13d-1(c), check this box
[x]
ITEM
4. OWNERSHIP.
Provide
the following information regarding the aggregate number and
percentage
of the class of securities of the issuer identified in Item 1.
(a) Amount
beneficially owned:
(i) The Onshore Fund individually beneficially owns 842,180
shares of Common Stock.
(ii) The
Spectrum
Onshore Fund individually beneficially owns 24,944 shares of
Common Stock.
(iii) The
Wavefront Fund individually beneficially owns 313,080 shares of
Common Stock.
(iv) The
Offshore Master Fund individually beneficially owns 1,366,982 shares of
Common Stock. The Offshore Feeder Fund, as the owner of a controlling
interest in the Offshore Master Fund, may be deemed to beneficially own the
shares of Common Stock held by the Offshore Master Fund.
(v) The
Spectrum Offshore Master Fund individually beneficially owns 208,115
shares of Common Stock. The Spectrum Offshore Feeder Fund, as the
owner of a controlling interest in the Spectrum Offshore Master Fund, may be
deemed to beneficially own the shares of Common Stock held by the Spectrum
Offshore Master Fund.
(vi) Luxor Capital Group, as the investment manager of the
Funds, may be deemed to beneficially own the 2,755,301 shares of Common Stock
beneficially owned by them, and an additional 35,301 shares of Common Stock held
in the Seperately Managed Account.
(vii) Luxor Management and Mr. Leone may each be deemed to
be the beneficial owners of the 2,790,602 shares of
Common Stock beneficially owned by Luxor Capital Group.
(viii) LCG Holdings
may be deemed to be the beneficial owner of the 2,755,301 shares of
Common Stock
owned by the Onshore Fund, the Spectrum Onshore Fund, the Wavefront Fund,
the Offshore Master Fund and the Spectrum Offshore Master Fund.
(ix)
Mr. Leone may be deemed to be the beneficial owner of the 2,790,602 shares of Common
Stock beneficially owned by Luxor Capital Group.
(x)
Collectively, the Reporting Persons beneficially own 2,790,602 shares of Common
Stock.
(i) The Onshore
Fund's individual beneficial ownership of 842,180 shares of Common
Stock
represents 1.7% of all of the outstanding shares of Common Stock based on the
48,798,364 shares of Common Stock reported as outstanding
as of November 6, 2009 in the Issuer’s Form 10-Q for the period ended
September 30, 2009 filed on November 12, 2009.
(ii)
The Spectrum
Onshore Fund’s individual beneficial ownership of 24,944 shares of Common
Stock represents 0.1% of all of the outstanding shares of Common
Stock.
(iii)
The Wavefront Fund’s individual beneficial ownership of 313,080 shares of Common
Stock represents 0.6% of all of the outstanding shares of Common
Stock.
(iv)
Each of the Offshore Master Fund’s and the Offshore Feeder Fund’s individual
beneficial ownership of 1,366,982 shares of Common
Stock represents 2.8% of all of the outstanding shares of Common
Stock.
(v)
Each of the Spectrum Offshore Fund’s and the Spectrum Offshore Feeder Fund’s
individual beneficial ownership of 208,115 shares of Common
Stock represents 0.4% of all of the outstanding shares of Common
Stock.
(vi)
LCG Holdings’ beneficial ownership of the 2,755,301 shares of Common
Stock represents 5.6% of all of the outstanding shares of Common
Stock.
(vii)
Luxor Capital Group’s, Luxor Management’s and Mr. Leone’s beneficial ownership
of 2,790,602 shares of Common
Stock represents 5.7% of all of the outstanding shares of Common
Stock.
(viii)
Collectively, the Reporting Persons’ beneficial ownership of 2,790,602 shares of Common
Stock represents 5.7% of all of the outstanding shares of Common
Stock.
(c) Number
of shares as to which such person has:
|
(i)
|
Sole
power to vote or to direct the vote of Common
Stock:
|
Not
applicable.
|
(ii)
|
Shared
power to vote or to direct the vote of Common
Stock:
|
The
Onshore Fund, Luxor Capital Group, LCG Holdings, Luxor Management and Mr. Leone
have shared power to vote or direct the vote of the 842,180 shares of Common
Stock individually beneficially owned by the Onshore Fund.
The
Spectrum Onshore
Fund, Luxor Capital Group, LCG Holdings, Luxor Management and Mr. Leone
have shared power to vote or direct the vote of the 24,944 shares of Common
Stock individually beneficially owned by the Spectrum Onshore
Fund.
The
Wavefront Fund, Luxor Capital Group, LCG Holdings, Luxor Management and Mr.
Leone have shared power to vote or direct the vote of the 313,080 shares of Common
Stock individually beneficially owned by the Wavefront Fund.
The
Offshore Master Fund, the Offshore Feeder Fund, Luxor Capital Group, LCG
Holdings, Luxor Management and Mr. Leone have shared power to vote or direct the
vote of the 1,366,982 shares of Common Stock
individually beneficially owned by the Offshore Master Fund.
The
Spectrum Offshore Master Fund, the Spectrum Offshore Feeder Fund, Luxor Capital
Group, LCG Holdings, Luxor Management and Mr. Leone have shared power to vote or
direct the vote of the 208,115 shares of Common
Stock individually beneficially owned by the Spectrum Offshore Master
Fund.
Luxor
Capital Group, Luxor Management and Mr. Leone have shared power to vote or
direct the vote of the 35,301 shares of Common
Stock held in the Separately Managed Account.
|
(iii)
|
Sole
power to dispose or to direct the disposition of Common
Stock:
|
Not
applicable.
|
(iv)
|
Shared
power to dispose or to direct the disposition of Common
Stock:
|
The
Onshore Fund, Luxor Capital Group, LCG Holdings, Luxor Management and Mr. Leone
have shared power to dispose or direct the disposition of the 842,180 shares of Common
Stock individually beneficially owned by the Onshore Fund.
The
Spectrum Onshore
Fund, Luxor Capital Group, LCG Holdings, Luxor Management and Mr. Leone
have shared power to dispose or direct the disposition of the 24,944 shares of Common
Stock individually beneficially owned by the Spectrum Onshore
Fund.
The
Wavefront
Fund, Luxor Capital Group, LCG Holdings, Luxor Management and Mr. Leone
have shared power to dispose or direct the disposition of the 313,080 shares of Common
Stock individually beneficially owned by the Wavefront
Fund.
The
Offshore Master Fund, the Offshore Feeder Fund, Luxor Capital Group, LCG
Holdings, Luxor Management and Mr. Leone have shared power to dispose or direct
the disposition of the 1,366,982 shares of Common
Stock individually beneficially owned by the Offshore Master
Fund.
The
Spectrum Offshore Master Fund, the Spectrum Offshore Feeder Fund, Luxor Capital
Group, LCG Holdings, Luxor Management and Mr. Leone have shared power to dispose
or direct the disposition of the 208,115 shares of Common
Stock individually beneficially owned by the Spectrum Offshore Master
Fund.
Luxor
Capital Group, Luxor Management and Mr. Leone have shared power to dispose or
direct the disposition of the 35,301 shares of Common
Stock held in the Separately Managed Account.
ITEM
5. OWNERSHIP OF FIVE
PERCENT OR LESS OF A CLASS.
If this statement is being filed to
report the fact that as of the date hereof the Reporting Persons have ceased to
be the beneficial owner of more than five percent of the class of securities,
check the following [ ].
ITEM
6. OWNERSHIP OF MORE THAN FIVE
PERCENT ON BEHALF OF ANOTHER
PERSON.
Not
applicable.
ITEM
7. IDENTIFICATION AND
CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED
ON BY
THE PARENT HOLDING COMPANY.
The
Offshore Master Fund is a subsidiary of the Offshore Feeder Fund. The
shares owned directly by the Offshore Master Fund may be deemed to be owned
indirectly by the Offshore Feeder Fund. The Spectrum Offshore Master
Fund is a subsidiary of the Spectrum Offshore Feeder Fund. The shares
owned directly by the Spectrum Offshore Master Fund may be deemed to be owned
indirectly by the Spectrum Offshore Feeder Fund.
ITEM
8. IDENTIFICATION AND
CLASSIFICATION OF MEMBERS OF THE GROUP.
See
Exhibit B.
ITEM
9. NOTICE OF DISSOLUTION OF
GROUP.
Not
applicable.
ITEM
10. CERTIFICATION.
By
signing below the undersigned certifies that, to the best of its or his
knowledge and belief, the securities referred to above were not acquired and are
not held for the purpose of or with the effect of changing or influencing the
control of the issuer of the securities and were not acquired and are not held
in connection with or as a participant in any transaction having that purpose or
effect.
SIGNATURE
After
reasonable inquiry and to the best of its knowledge and belief, each
of the undersigned certifies that the information set forth in this statement is
true, complete, and correct.
Dated: February
8, 2010
LUXOR
CAPITAL PARTNERS, LP
By:
LCG Holdings, LLC, as General Partner
By: /s/ Norris Nissim
Norris
Nissim,
General
Counsel
LUXOR
SPECTRUM, LLC
By:
LCG Holdings, LLC, as Managing Member
By: /s/ Norris Nissim
Norris
Nissim,
General
Counsel
LUXOR
WAVEFRONT, LP
By:
LCG Holdings, LLC, as General Partner
By: /s/ Norris Nissim
Norris
Nissim,
General
Counsel
LUXOR
CAPITAL PARTNERS OFFSHORE MASTER FUND, LP
By:
LCG Holdings, LLC, as General Partner
By: /s/ Norris Nissim
Norris
Nissim,
General
Counsel
LUXOR
CAPITAL PARTNERS OFFSHORE, LTD.
By:
Luxor Capital Group, LP, as investment manager
By: /s/ Norris Nissim
Norris
Nissim,
General
Counsel
LUXOR
SPECTRUM OFFSHORE MASTER FUND, LP
By:
LCG Holdings, LLC, as General Partner
By: /s/ Norris Nissim
Norris
Nissim,
General
Counsel
LUXOR
SPECTRUM OFFSHORE, LTD.
By:
Luxor Capital Group, LP, as investment manager
By: /s/ Norris Nissim
Norris
Nissim,
General
Counsel
LUXOR
CAPITAL GROUP, LP
By:
Luxor Management, LLC, as General Partner
By: /s/ Norris Nissim
Norris
Nissim,
General
Counsel
LCG
HOLDINGS, LLC
By:
/s/ Norris Nissim
Norris
Nissim,
General
Counsel
LUXOR
MANAGEMENT, LLC
By:
/s/ Norris Nissim
Norris
Nissim,
General
Counsel
/s/
Adam Miller
Adam Miller, as Attorney-in-Fact
For Christian Leone
EXHIBIT
A
JOINT
FILING AGREEMENT
The
undersigned hereby agree that the statement on Schedule 13G with respect to the
Common Stock of Spectrum Pharmaceuticals, Inc. dated as of February 8, 2010, and
any amendments thereto signed by each of the undersigned shall be, filed on
behalf of each of the undersigned pursuant to and in accordance with the
provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as
amended.
Dated: February
8, 2010
LUXOR
CAPITAL PARTNERS, LP
By:
LCG Holdings, LLC, as General Partner
By: /s/ Norris Nissim
Norris
Nissim,
General
Counsel
LUXOR
SPECTRUM, LLC
By:
LCG Holdings, LLC, as Managing Member
By: /s/ Norris Nissim
Norris
Nissim,
General
Counsel
LUXOR
WAVEFRONT, LP
By:
LCG Holdings, LLC, as General Partner
By: /s/ Norris Nissim
Norris
Nissim,
General
Counsel
LUXOR
CAPITAL PARTNERS OFFSHORE MASTER FUND, LP
By:
LCG Holdings, LLC, as General Partner
By: /s/ Norris Nissim
Norris
Nissim,
General
Counsel
LUXOR
CAPITAL PARTNERS OFFSHORE, LTD.
By:
Luxor Capital Group, LP, as investment manager
By: /s/ Norris Nissim
Norris
Nissim,
General
Counsel
LUXOR
SPECTRUM OFFSHORE MASTER FUND, LP
By:
LCG Holdings, LLC, as General Partner
By: /s/ Norris Nissim
Norris
Nissim,
General
Counsel
LUXOR
SPECTRUM OFFSHORE, LTD.
By:
Luxor Capital Group, LP, as investment manager
By: /s/ Norris Nissim
Norris
Nissim,
General
Counsel
LUXOR
CAPITAL GROUP, LP
By:
Luxor Management, LLC, as General Partner
By: /s/ Norris Nissim
Norris
Nissim,
General
Counsel
LCG
HOLDINGS, LLC
By:
/s/ Norris Nissim
Norris
Nissim,
General
Counsel
LUXOR
MANAGEMENT, LLC
By:
/s/ Norris Nissim
Norris
Nissim,
General
Counsel
/s/
Adam Miller
Adam Miller, as Attorney-in-Fact
For Christian Leone
EXHIBIT
B
Luxor
Capital Partners, LP
Luxor
Spectrum, LLC
Luxor
Wavefront, LP
Luxor
Capital Partners Offshore Master Fund, LP
Luxor
Capital Partners Offshore, Ltd.
Luxor
Spectrum Offshore Master Fund, LP
Luxor
Spectrum Offshore, Ltd.
Luxor
Capital Group, LP
LCG
Holdings, LLC
Luxor
Management, LLC
Christian
Leone
EXHIBIT
C
POWER
OF ATTORNEY
The
undersigned hereby makes, constitutes and appoints each of Adam Miller and Elena
Cimador as the undersigned’s true and lawful authorized representative,
attorney-in-fact and agent, each with the power individually to execute for and
on behalf of the undersigned and to file with and deliver to the United States
Securities and Exchange Commission and any other authority or party required or
entitled to receive the same: (a) any Forms 3, 4 and 5, and any amendments
thereto, in accordance with Section 16(a) of the Securities Exchange Act of
1934, as amended (the “1934 Act”), and the rules promulgated thereunder; and (b)
any Schedule 13D or Schedule 13G, and any amendments thereto, on behalf of the
undersigned in accordance with Section 13 of the 1934 Act and the rules
promulgated thereunder.
The
undersigned also hereby grants to each such attorney-in-fact the full power and
authority to do and perform all and every act and thing whatsoever requisite,
necessary and proper to be done in the exercise of any of the rights and powers
herein granted, hereby ratifying and confirming all that such attorney-in-fact
shall lawfully do or cause to be done by virtue of this power of attorney and
the rights and powers herein granted. The undersigned acknowledges that each of
the foregoing attorneys-in-fact, in serving in such capacity at the request of
the undersigned, is not assuming any of the undersigned's responsibilities to
comply with Section 16 or Section 13 or any other provision of the 1934 Act or
the rules promulgated thereunder.
This
Power of Attorney shall remain in full force and effect until earlier revoked by
the undersigned in a signed writing delivered to the foregoing
attorneys-in-fact.
IN
WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of January 20, 2006.
/s/ Christian
Leone
Christian
Leone
ACKNOWLEDGEMENT
IN NEW YORK STATE
STATE
OF NEW
YORK )
: ss.:
COUNTY
OF NEW YORK)
On January 20, 2006, before me, the
undersigned personally appeared, Christian Leone, personally known to me or
proved to me on the basis of satisfactory evidence to be the individual whose
name is subscribed to the within instrument and acknowledged to me that he
executed the same in his capacity, and that by his signature on the instrument,
the individual, or the person upon behalf of which the individual acted,
executed the instrument.
/s/ Michael J.
Sadler
Michael J.
Sadler
Notary Public
[Notary
Stamp and Seal]