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
December 5, 2005
Date of Report (Date of earliest event reported)
SPECTRUM PHARMACEUTICALS, INC.
(Exact name of registrant as specified in its charter)
| |
|
|
|
|
| Delaware
|
|
000-28782
|
|
93-0979187 |
| (State or other Jurisdiction
|
|
(Commission File Number)
|
|
(IRS Employer |
| of Incorporation)
|
|
|
|
Identification Number) |
| |
|
|
|
|
| 157 Technology Drive |
|
|
|
|
| Irvine, California
|
|
|
|
92618 |
| (Address of principal executive offices)
|
|
|
|
(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
December 5, 2005, the Compensation Committee of the Board of
Directors (“Compensation Committee”) of Spectrum Pharmaceuticals, Inc. (the “Company”)
approved a series of restricted stock grants under the Company’s 2003 Amended and Restated
Incentive Award Plan (the “Plan”), including grants of 5,000 shares of restricted stock to each
non-employee director of the Company. In addition, the Compensation Committee approved grants under the Plan of 20,000 shares of restricted stock to Shyam Kumaria,
Vice President Finance, and 30,000 shares of restricted stock to Luigi Lenaz, Chief Scientific
Officer. No purchase price was payable for the shares of restricted stock approved. The shares of
restricted stock will vest in four cumulative annual installments of 25% each on January 1, 2006,
January 1, 2007, January 1, 2008 and January 1, 2009, subject to the grant recipient’s continued
employment or service with the Company through the specified vesting date. Vesting is accelerated
upon the happening of certain events, including upon a change in
control of the Company in certain circumstances. Unvested shares of restricted stock are subject to forfeiture immediately upon the
recipient’s termination of employment or service with the Company, provided that the Compensation
Committee has the discretion to waive such forfeiture restrictions at any time. Additional terms
of each grant are set forth in a Restricted Stock Agreement between the Company and the recipient.
The Compensation Committee has the discretion to make future awards under the Plan
(including additional restricted stock grants) and has the discretion to determine the terms and
conditions of such grants consistent with the Plan, including the identity of grantees, the type of
each award granted, the size of each award, the purchase price to be paid (if any) for shares of
common stock subject to each award, the vesting schedule (if any) applicable to each award and the
forfeiture restrictions (if any) applicable to each award.
- 2 -