As filed with the Securities and Exchange Commission on May 28, 1999
File No. 33-40848-A
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM S-8
Registration Statement Under the Securities Act of 1933
SPECTRUM PHARMACEUTICAL CORPORATION
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(Exact Name of Registrant as Specified in its Charter)
State of Florida 65-026047
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(State of Incorporation) (IRS Employer ID No.)
36 Valley View, Irvine, California 92612
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(Address of Principal Executive Offices)
AGREEMENT FOR SERVICES
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(Full Title of the Plan)
Richard Braucher, 16910 Dallas Parkway, Suite100, Dallas, Texas 75248
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(Name and Address of Agent For Service)
(972) 248-1922
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(Telephone Number, Including Area Code, of Agent For Service)
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following line: _____
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CALCULATION OF REGISTRATION FEE
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Proposed Maximum Proposed Maximum
Title of Securities Offering Price Per Aggregate Offering
to be Registered Amount to be Share (1) Price Amount of
Registered Registration Fee
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<S> <C> <C> <C> <C>
Common Stock 18,000,000 shares $0.001 $18,000.00 $2.00
par value $.001
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(1) Estimated pursuant to Rule 457(c) of the Securities Act of 1933 solely for
the purpose of calculating the registration fee.
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PART I Compensation Agreement for Sole Officer and Director
There follows a true, correct and complete copy of the Compensation Agreement
for Sole Officer and Director, dated May 3, 1999:
COMPENSATION AGREEMENT FOR SOLE OFFICER AND DIRECTOR
WHEREAS, Howard I. Wertheim (herein "President") is the sole officer and
director of Spectrum Pharmaceutical Corporation, a Florida corporation (the
"Company") and the President has undertaken various activities in order to
preserve and maintain the Company's existence and the value of its assets, to
settle an adverse or defensive lawsuit which could have forced the Company into
bankruptcy, to clarify the Company's legal obligations to various parties and
obtain settlements of claims of various types made against the Company and to
otherwise attempt to maximize the potential of the Company and its intellectual
property rights, and has taken steps to position the Company so that it is more
attractive as a potential merger partner (all at a time that the President is
not otherwise being compensated by the Company).
WHEREAS, on April 13, 1999 the President, individually and as President of the
Company, entered into a Consulting Agreement with Kevin B. Halter, Jr. of
Dallas, Texas (the "Consultant") whereby, at no present expense for the Company,
the Consultant agreed to: (a) pay several outstanding bills which the Company
then owed, totaling approximately $6000; (b) to cause the preparation and filing
of all delinquent reports then due to the Securities and Exchange Commission;
and (c) to assist in finding a potential merger partner for the Company. In
consideration of these, the Company obligated itself to file a Form S-8
registration (as prepared by the Consultant) and thereafter issue 125,000 shares
of the Company's common stock to the Consultant.
NOW, THEREFORE, in recognition of the numerous and various activities which the
President has already undertaken on behalf of the Company and to encourage him
to continue to pursue said activities for the benefit of the Company and all of
its stockholders, the Board of Directors of the Company has decided and does
hereby award to Howard I. Wertheim as compensation for past services actually
rendered by the President, Eighteen Million (18,000,000) Shares of the Common
Stock of the Company (par value $.001 per share), having determined that the
present worth of said shares and of those services is Eighteen Thousand Dollars
($18,000), and agrees to deliver stock certificates evidencing said shares and
issued in the name of Howard I. Wertheim as soon after as the Company's
Consultant can prepare and file a Form S-8 registration statement with the
Securities and Exchange Commission.
Executed at Irvine, California and effective as of May 3, 1999.
Executive: /s/ Howard I. Wertheim Spectrum Pharmaceutical Corporation
BY: /s/ Howard I. Wertheim
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Howard I. Wertheim
President and sole Director
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PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference.
The following documents are incorporated by reference into this Registration
Statement:
1. The Company's Annual Report on Form 10-KSB for the year ended March 31,
1999 filed by the Company under the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), with the Commission.
2. All other reports filed pursuant to Section 13(a) or 15(d) of the Exchange
Act since the end of the fiscal year covered by said Annual Report.
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or
15(d) of the Exchange Act, subsequent to the date hereof and prior to the filing
of a post-effective amendment which indicates that all securities offered hereby
have been sold or which de-registers all securities covered hereby then
remaining unsold, shall be deemed to be incorporated by reference herein and to
be part hereof from the date of filing of such documents. Any statement
contained in the documents incorporated, or deemed to be incorporated, by
reference herein or therein shall be deemed to be modified or superseded for
purposes of this Registration Statement and the prospectus which is a part
hereof (the "Prospectus") to the extent that a statement contained herein or
therein or in any other subsequently filed document which also is, or is deemed
to be, incorporated by reference herein or therein modified or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or supersede, to constitute a part of this Registration
Statement and the Prospectus.
The description of the Company's common stock which is contained in the
Company's registration statement filed under Section 12 of the Securities
Exchange Act of 1934, including any amendments or reports filed for the purpose
of updating such description.
Item 4. Description of Securities.
The Company's Common Stock is registered under Section 12 of the Exchange Act.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Section 607.0850 of the Florida Business Corporation Act permits provisions in
the articles, bylaws or resolutions approved by shareholders which permit
corporations to indemnify their present and former officers and directors in
certain circumstances. The Company's bylaws provide for the indemnification of
officers, directors, agents and employees of the Company to the fullest extent
permitted by the Florida Business Corporation Act. Pursuant to Section 607.0850
of the Florida Business Corporation Act, the Company generally has the power to
indemnify its present and former directors, officers, employees and agents
against expenses incurred by them in connection with any suit to which they are,
or are threatened to be made, a party by reason of their serving in such
positions so long as they acted in good faith and in a manner they reasonably
believed to be in, or not opposed to, the best interests of the Company, and
with respect to any criminal action, they had no reasonable cause to believe
their conduct was unlawful. The Company also has the power to purchase and
maintain insurance for such persons. The Florida Business Corporation Act also
expressly provides that the power to indemnify authorized thereby is not
exclusive of any rights granted under any certificate of incorporation, bylaw,
agreement, vote of stockholders or disinterested directors, or otherwise.
The above discussion of the Company's bylaws and of the Florida Business
Corporation Act is not intended to be exhaustive and is qualified in its
entirety by such bylaws and the Florida Business Corporation Act.
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Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers, and controlling persons of the Company
pursuant to the foregoing provisions or otherwise, the Company has been advised
that in the opinion of the Securities and Exchange Commission, such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
3.1 Articles of Incorporation of Spectrum Pharmaceutical Corporation
3.2 Bylaws of Spectrum Pharmaceutical Corporation
5.1 Opinion of Richard Braucher, Esq. regarding legality (including consent)
23.1 Consent of S. W. Hatfield, Certified Public Accountant
Item 9. Undertakings.
(A) The undersigned Company hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post effective amendment to the Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933 (the "Securities Act");
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
Registration Statement;
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the Registration Statement or any
material change to such information in the Registration Statement;
Provided, however, that paragraphs (1) (i) and (1) (ii), above, are
inapplicable if the information required to be included thereunder is contained
in periodic reports filed by the Company pursuant to the Exchange Act with the
Commission that are incorporated by reference into the Registration Statement.
(2) That, for the purpose of determining any liability under the Securities
Act, each such post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
(B) Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the Company has
been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the registrant of expenses incurred or
paid by a director, officer or controlling person in the successful defense of
any action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
Company will, unless in the opinion of its counsel the matter has been settled
by controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the final adjudication
of such issue.
(C) The Company hereby undertakes that, for purposes of determining any
liability under the Securities Act, each filing of
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the Company's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act ) that is
incorporated by reference in the Registration Statement shall be deemed to be a
new Registration Statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(D) The Company hereby undertakes to deliver or cause to be delivered with the
prospectus, to each person to whom the prospectus is sent or given, the latest
annual report to security holders that is incorporated by reference in the
prospectus and furnished pursuant to and meeting the requirements of Rule 14a-3
or Rule 14c-3 under the Exchange Act; and, where interim financial information
required to be presented by Article 3 of Regulation S-X are not set forth in the
prospectus, to deliver, or cause to be delivered to each person to whom the
prospectus is sent or given, the latest quarterly report that is specifically
incorporated by reference in the prospectus to provide such interim financial
information.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Company
certifies that is has reasonable grounds to believe that it meets all 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, on the 26th day of May, 1999, in the City of Irvine, State of
California.
SPECTRUM PHARMACEUTICAL CORPORATION
BY: /s/ Howard I. Wertheim
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Howard I. Wertheim, President and sole Director
(Chief Executive Officer)
EXHIBIT 5.1 LEGAL OPINION AND CONSENT TO ITS INCLUSION IN
REGISTRATION STATEMENT
May 28, 1999
Board of Directors of Spectrum Pharmaceutical Corporation
Re: Form S-8 Registration Statement relating to the registration of 18,000,000
shares of the common stock pursuant to Compensation Agreement dated May 3, 1999.
Gentlemen:
I am acting as counsel for Spectrum Pharmaceutical Corporation, a Florida
corporation (herein the "Company"), in connection with the filing under the
Securities Act of 1933,as amended, of a Registration Statement for the Company
on Form S-8 with the Securities and Exchange Commission ("SEC") (herein the
"Registration Statement"), covering the issuance of 18,000,000 shares (herein
the "Shares") of the Company's Common Stock, par value $.001 per share (herein
the "Common Stock") which will be issued pursuant to Compensation Agreement for
Sole Officer and Director dated May 3, 1999 between the Company and Howard I.
Wertheim whereby Mr. Wertheim will receive 18,000,000 Shares.
In that connection, I have examined the Form S-8 Registration Statement to be
filed with the SEC. I have also examined and am familiar with the originals or
authenticated copies of said compensation agreement, all corporate documents,
records and instruments that I have deemed necessary to enable me to render the
opinion expressed herein.
I have assumed that all signatures on documents reviewed are genuine, that all
such documents submitted as originals are accurate and complete, that all
documents submitted as copies are true and correct copies of the originals, that
all information submitted and reviewed was accurate and complete, and that all
persons executing and delivering such documents were competent to do so. In
addition, I have assumed that the Shares will not be issued for consideration
which is less than the par value thereof and that the consideration, in the form
of services, has been fully rendered in the past and thus constitutes valid and
lawful consideration for the Shares.
Based on the foregoing and having due regard for the legal considerations
relevant in the circumstances, I am of the opinion that the Shares, when issued
as described in the Registration Statement, will be validly issued and will be
fully paid and nonassessable.
I hereby consent to the filing of this opinion as an exhibit to the Registration
Statement and its use as a part thereof.
/s/ Richard Braucher
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Richard Braucher
Counsel for Spectrum Pharmaceutical Corporation
EXHIBIT 23.1
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We consent to the use, by incorporation by reference, in the Form S-8
Registration Statement under The Securities Act of 1933 of Spectrum
Pharmaceutical Corporation (a Florida corporation) (Registrant) of our report
dated May 14, 1999 on the financial statements of Spectrum Pharmaceutical
Corporation as of March 31, 1999 and 1998 and for each of the two years then
ended and for the period from May 29, 1990 (date of inception) through March 31,
1999 accompanying the financial statements contained in the Registrant's Annual
Report on Form 10-KSB as of and for the period ended March 31, 1999, and to the
use of our name and statements with respect to us as appearing under the heading
"Experts".
S. W. HATFIELD, CPA
Dallas, Texas
May 28, 1999
