INFORMATION STATEMENT PURSUANT TO SECTION 14(c)
OF THE SECURITIES EXCHANGE ACT OF 1934
[X] Filed by Registrant
[ ] Filed by a Party other than the Registrant
Check the appropriate box:
[X] Preliminary Information Statement
[ ] Confidential, for use of the Commission only (as permitted by
Rule 14c-5(d)(2))
[ ] Definitive Information Statement
Commission File No. 33-40848-A
SPECTRUM PHARMACEUTICAL CORPORATION
(Name of Registrant as Specified in Its Charter)
IRS Employer Identification No. 65-0260247
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[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identifying the filing for which the offsetting fee
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SPECTRUM PHARMACEUTICAL CORPORATION
16910 Dallas Parkway, Suite 100
Dallas, Texas 75248
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To Be Held July 9, 1999
NOTICE IS HEREBY GIVEN that the 1999 Annual Meeting of Shareholders
(the "Meeting") of Spectrum Pharmaceutical Corporation, a Florida corporation
(the "Company"), will be held at the Company's office at 16910 Dallas Parkway,
Suite 100, Dallas, Texas, on Friday, July 9, 1999, at 10:00 a.m., local time, or
at such other time and place to which the Meeting may be adjourned.
An Information Statement for the Meeting is enclosed.
The Meeting is for the following purposes:
(1) To elect one director to serve until the next Annual Meeting of
Shareholders or until his successor is duly elected and qualified;
(2) To approve an amendment to the Company's Certificate of Incorporation to
effect a One for Ten (10 reverse split of the Company's common stock now
issued and outstanding and to increase the number of authorized shares of
common stock from 25 million to 50 million;
(3) To approve an amendment to the Company's Certificate of Incorporation to
change its name to Spectrum Acquisition Corp.; and
(4) To transact any other business that may properly come before the Meeting or
any adjournments thereof.
The close of business on June 28, 1999, has been fixed as the record
date for determining shareholders entitled to notice of and to vote at the
Meeting or any adjournments thereof. For a period of at least 10 days prior to
the Meeting, a complete list of shareholders entitled to vote at the Meeting
will be open to examination by any shareholder during ordinary business hours at
the Company's office.
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY.
Information concerning the matters to be acted upon at the Meeting is
set forth in the accompanying Information Statement.
By Order of the Board of Directors
Kevin B. Halter, Jr., Secretary
Dallas, Texas
July 1, 1999
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SPECTRUM PHARMACEUTICAL CORPORATION
16910 Dallas Parkway, Suite 100
Dallas, Texas 75248
INFORMATION STATEMENT
For
ANNUAL MEETING OF SHAREHOLDERS
To Be Held July 9, 1999
This Information Statement is first being mailed on July 1, 1999, to
shareholders of Spectrum Pharmaceutical Corporation, a Florida corporation (the
"Company"), by the Board of Directors in connection with the Annual Meeting of
Shareholders (the "Meeting") to be held at the offices of the Company at 16910
Dallas Parkway, Suite 100, Dallas, Texas, on Friday, July 9, 1999, at 10:00
a.m., local time, or at such other time and place to which the Meeting may be
adjourned.
The purposes of the Meeting are: (i) to elect one director to serve
until the next Annual Meeting of Shareholders or until his successor is duly
elected and qualified; (ii) to approve an amendment to the Company's Certificate
of Incorporation to effect a One for Ten (10) reverse split of the Company's
common stock now issued and outstanding and to increase the number of authorized
shares of common stock from 25 million to 50 million; (iii) to change the name
of the corporation to Spectrum Acquisition Corp.; and (iv) such other matters as
may properly come before the Meeting or any adjournments thereof.
RECORD DATE AND VOTING SECURITIES
The record date for determining shareholders entitled to vote at the
Meeting was the close of business on June 28, 1999 (the "Record Date"), at which
time the Company had issued and outstanding 24,911,165 shares of Common Stock,
par value $.001 per share (the "Common Stock"). The shares of Common Stock
constitute the only outstanding voting securities of the Company entitled to be
voted at the Meeting.
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US
A PROXY. THE COMPANY HAS BEEN ADVISED THAT SHAREHOLDERS OWNING AN AGGREGATE OF
22,472,634 SHARES OF COMMON STOCK (CONSTITUTING MORE THAN 90% OF THE ISSUED AND
OUTSTANDING SHARES OF COMMON STOCK OF THE COMPANY AS OF JUNE 28, 1999) INTEND TO
VOTE IN FAVOR OF ALL MATTERS DESCRIBED HERE IN AND TO BE ACTED UPON AT THE
MEETING, THEREBY ASSURING THEIR ADOPTION.
METHOD OF VOTING
To be elected, a candidate for director must receive the affirmative
vote of the holders of a plurality of the issued and outstanding shares of
Common Stock represented in person or by proxy at the Meeting. Approval of
Proposals Two and Three will require the affirmative vote of the holders of the
majority of the shares of Common Stock entitled to vote and represented at the
Meeting in person or by proxy. Abstentions will have the effect of a vote
against the proposal. Non-votes (as defined below) will have no effect on the
voting of any of the proposals. A "non-vote" occurs when a nominee holding
shares for a beneficial owner has voted on certain matters at the Annual Meeting
pursuant to discretionary authority or instructions from the beneficial owner
but may not have received instructions or exercised discretionary voting power
with respect to other matters.
A quorum will consist of a majority of the shares of Common Stock entitled to
vote at the Annual Meeting.
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PROPOSAL ONE: ELECTION OF DIRECTOR
The Board of Directors of the Company has nominated Kevin B. Halter,
Jr. for election as the sole member of the Board of Directors, to serve until
the next Annual Meeting of Stockholders or until his successor is elected and
qualified. This nominee is currently serving as a director and has consented to
his nomination and, so far as the Company is aware, will serve as a director if
elected. For information regarding his background and business experience see
"DIRECTORS AND EXECUTIVE OFFICERS" below.
DIRECTORS AND EXECUTIVE OFFICERS
The following sets forth certain information regarding the background and
business experience of the Company's Board of Directors and the Company's
executive officer:
Name Age Current Positions
Kevin B. Halter, Jr. 38 President, Secretary
and sole Director
Kevin B. Halter, Jr. has served as a Director of the Company since June 2, 1999.
He has also served as President and Secretary of the Company since June 2, 1999.
Mr. Halter has served as President of Securities Transfer Corporation, a stock
transfer company registered with the Securities and Exchange Commission since
1987. Prior to June 2, 1999, Dr. Howard I Wortheim served as President,
Secretary and sole director of the Company since 1991. On June 2, 1999, in
connection with his sale of control of the Company, Dr. Wortheim resigned all
positions with the Company and Kevin B. Halter, Jr. was selected by the Board of
Directors to replace him.
SHARE OWNERSHIP BY PRINCIPAL SHAREHOLDERS AND MANAGEMENT
The following table sets forth information, as of June 28, 1999,
regarding the beneficial ownership of the Common Stock of the Company by: (i)
each person known by the Company to beneficially own more than 5% of the
outstanding shares of Common Stock; (ii) each director and executive officer of
the Company; and (iii) the directors and executive officers of the Company as a
group. The persons named in the table have sole voting and investment power with
respect to all shares of Common Stock owned by them, unless otherwise noted.
Amount and Nature
Name of Beneficial of Beneficial Percent
Owner or Group Ownership of Class
Halter Capital Corporation 18,000,000 72.3%
16910 Dallas Parkway, Suite 100
Dallas, Texas 75248
Kevin B. Halter, Jr. zero ----
All Directors and Executive Officers zero ----
as a group (one in number)
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EXECUTIVE COMPENSATION
The Company paid no cash compensation of any type or in any amount to any of its
directors or officers at any time during the past five years.
BACKGROUND
Spectrum Pharmaceutical Corporation (the "Company") is a publicly owned
corporation (with more than 300 stockholders) which currently has no assets and
no liabilities. This company was incorporated on May 29, 1990 as Interamerican
Pharmaceutical Corporation under the laws of the State of Florida; subsequently
in April 1991 its name was changed to Spectrum Pharmaceutical Corporation. The
current business purpose of the Company is to seek out and obtain a merger
partner, thereby benefiting its stockholders by merging with an existing
business which is either profitable or is likely to be profitable in the near
future. Its organizational costs and limited operational expenses have been paid
by its principal shareholders since it has never had any significant operations
or revenues. Currently the Company's stock is listed for trading on the NASD
Over-the-Counter Bulletin Board, although there have been no trades of the stock
in 1999.
On June 2, 1999, Halter Capital Corporation and four others, pursuant to a Stock
Purchase Agreement with Howard I. Wertheim (the "Seller"), acquired from the
Seller 22,472,634 shares (approximately 90% of the Company's issued and
outstanding shares of common stock). On June 2, 1999, Howard I. Wertheim
resigned as an officer and director of the Company and caused Kevin B. Halter,
Jr. to be elected to fill the vacancies that had been created by these
resignations.
PROPOSAL TWO: REVERSE STOCK SPLIT OF COMMON STOCK AND INCREASE IN THE
NUMBER OF AUTHORIZED SHARES OF COMMON STOCK .
The Board of Directors has approved and recommends that the stockholders of the
Company approve amending Article IV of the Company's Certificate of
Incorporation so that it will read in its entirety as follows:
"The amount of total authorized capital stock the
Corporation shall have the authority to issue is 50,000,000
shares of Common Stock, each having a par value of $.001,
all of the same class. Each one share of the corporation's
Common Stock issued and outstanding immediately prior to the
effective date of this Amendment shall be and hereby is
automatically changed without further action into one-one
tenth (1/10) of a fully paid and nonassessable share of
the Corporation's Common Stock, provided that no factional
shares shall be issued pursuant to such change. The
Corporation shall issue to each stockholder who would
otherwise be entitled to receive a fractional share one full
share of the Corporation's Common Stock."
Summary of the Proposed Reverse Split
The Board of Directors has adopted a resolution declaring the advisability of,
and submits to the stockholders for approval, a proposal to amend the Company's
Certificate of Incorporation to effect a reverse split (the "Reverse Split") of
the Company's issued and outstanding Common Stock as of 5:00 p.m. Eastern
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Daylight Time, on the effective date of the amendment on the basis that each Ten
(10) shares of Common Stock then outstanding will be converted into one share of
Common Stock. No fraction of a share of Common Stock will be issued as a result
of such exchange. In lieu thereof all fractional shares which would otherwise be
issuable as a result of the exchange described above will be rounded up to the
nearest whole share and any stockholder who would otherwise be entitled to a
fraction of a share will be issued one full share in lieu thereof. The proposal
may be abandoned by the Board of Directors at any time prior to the date and
time at which the Reverse Split is scheduled to become effective (the "Effective
Date") if for any reason the Board of Directors deems it advisable to abandon
the proposal.
The effect of the Reverse Split on the holders of Common Stock will be as
follows:
(i) Holders of fewer than ten (10) shares of Common Stock on the Effective
Date will have their shares automatically converted in the Reverse
Split into the right to receive one full shares.
(ii) Holders of ten (10) or more shares of Common Stock on the Effective
Date will have their shares automatically converted in the Reverse
Split into the number of whole shares equal to the number of their
shares divided by ten (10) and the right to receive one full share in
lieu of any fractional share.
As a result of this reverse split some holders of round lots will become odd lot
holders and, as a result thereof, the costs associated with selling their shares
are likely to increase.
Amendment to the Certificate of Incorporation
An amendment to the Company's Certificate of Incorporation in substantially the
form set forth above, assuming approval of the Reverse Split by the stockholders
at the Annual Meeting, will be filed with the Secretary of State of Florida as
soon as practical after the date of Annual Meeting and the Reverse Split will
become effective as of 5:00 p.m. Eastern Daylight Time, on the date of such
filing. It is expected that such filing will take place within 72 hours after
the conclusion of the Annual Meeting. Without any further action on the part of
the Company, the Company's stockholders will have their shares of issued and
outstanding Common Stock converted, on the Effective Date, into the right to
receive the number of whole shares equal to the number of their shares divided
by ten (10) plus one whole share in lieu of any fractional share.
Effect of the Proposed Reverse Split; Increase in Number of Authorized Shares.
The proposed Reverse Split will be effected by an amendment to the Certificate
of Incorporation in substantially the form set forth above. Stockholders have no
right to dissent from the proposed Reverse Split under Florida law.
On the Effective Date, each stockholder of record will continue as a stockholder
of the Company with respect to the whole share or shares resulting from the
Reverse Split. Each such stockholder will continue to share in the future growth
and earnings of the Company, if any, to the extent of his or her ownership of
shares of Common Stock following the Reverse Split.
The Company currently has authorized capital stock of 25,000,000 shares. After
the adoption of the proposed amendment to the Company's Certificate of
Incorporation, the number of shares in the Company's authorized capital stock
will be 50,000,000 shares of Common Stock. As of the Record Date the number of
issued and outstanding shares of Common Stock was 24,911,165. Based upon the
Company's best estimates, the number of issued and outstanding shares of Common
Stock will be reduced as a result of the Reverse Split from 24,911,165 to
approximately 2,500,000. Although the number of shares of Common Stock
outstanding will decrease, the number of authorized shares of Common Stock
available for
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issuance without further action by the stockholders will increase to more than
47 million shares, a number which should be adequate for any future anticipated
use by the Company. The Board of Directors will have discretion to determine
when and upon which terms such shares may be issued. The Board of Directors has
no present agreements, commitments or plans to issue additional shares of Common
Stock.
Reasons For the Reverse Split and Increase in Number of Authorized Shares
The Board of Directors believes that the reverse stock split will enable the
Company to more readily find an acceptable merger partner for the Company since
many existing operating businesses would object to merging or consolidating with
the Company if the number of its issued and outstanding shares (24,911,165 now)
and the number of its authorized shares (25,000,000) are virtually identical and
leave an insufficient number of authorized but unissued shares to enter into
future beneficial transactions that might involve the issuance of shares of the
Company's common stock. The Board has also determined that it is in the best
interest of the Company to increase the number of authorized shares. After the
reverse split is effective there will be approximately 2,500,000 shares issued
and outstanding and there will be more than 47,000,000 authorized shares that
can be used to accomplish transaction beneficial to the Company and its
shareholders. In the opinion of the Company's Board of Directors fifty million
shares of authorized Common Stock is adequate for all corporate purposes that
the Company might consider at this time.
Exchange of Stock Certificates
It is expected that the amendment of the Company's Certificate of Incorporation
effecting the Reverse Split will be filed within 72 hours after the Annual
Meeting. Pursuant to the terms of such amendment, the Reverse Split will become
effective at 5:00 p.m., Eastern Daylight Time, on the Effective Date.
As soon as practicable after the Effective Date, the Company will send letters
of transmittal to all stockholders of record on the Effective Date for use in
transmitting stock certificates to the Company's transfer agent, Securities
Transfer Corporation, in Dallas, Texas. Upon proper completion and execution of
the letter of transmittal and its return to the transfer agent, together with
the stockholder's old stock certificates, each stockholder will receive a new
certificate representing the number of whole shares of Common Stock into which
his/her existing shares of Common Stock have been converted as a result of the
Reverse Split. Please see "Effect of the Proposed Reverse Split", above.
Federal Income Tax Consequences of the Proposed Stock Split
The Company believes that the proposed Reverse Split will not result in any
adverse tax consequences either to the Company or its stockholders. As a result
of the Reverse Split, a stockholder will increase his or her basis in each share
of the Common Stock owned from the amount that was paid for the share to an
amount representing ten (10) times the amount paid. Since the stockholder will
own fewer shares after the Reverse Split, any realized gain or loss will be
identical to the gain or loss which would have been realized by the stockholder
if the split had not occurred.
STOCKHOLDERS ARE ADVISED TO CONSULT THEIR OWN TAX ADVISORS REGARDING THIS
TRANSACTION.
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PROPOSAL THREE: CHANGE THE CORPORATION'S NAME.
The Board of Directors has approved and recommends that the stockholders of the
Company approve amending Article I of the Company's Certificate of Incorporation
so that it will read in its entirety as follows:
"THE NAME OF THIS CORPORATION SHALL BE:
SPECTRUM ACQUISITION CORP.
Because the corporation no longer has any plans to develop any products or
services related to the medical or pharmaceutical fields and because it is
likely that any corporation which may in the future wish to merge or otherwise
affiliate itself with the Company will not be in the medical or pharmaceutical
fields, the Board of Directors believes that it is in the best interests of the
Company and its shareholders to change the Company's name at this time.
Vote Required for Approval
At least a majority of the issued and outstanding shares of Common Stock of the
Company must be voted in favor of the two proposals to amend the Certificate of
Incorporation. Abstentions and broker non-votes will have the effect of a vote
against a proposal. It is the current intention of the Company's principal
shareholder, Halter Capital Corporation, and four other shareholders to vote in
favor of all of the proposals described herein. These shareholders currently own
more than 90% of the Common Stock of the Company.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 and the disclosure
requirements of Item 405 of Regulation S-K require the Company's officers and
directors, and persons who own more than 10% of a registered class of the
Company's equity securities, to file reports of ownership and changes in
ownership with the Securities and Exchange Commission. Officers, directors and
greater than 10% stockholders are required by a regulation of the Securities and
Exchange Commission to furnish the Company copies of all Section 16(a ) forms
they file. Based solely on a review of the copies of such forms furnished to the
Company, or written representations that no Forms 5 were required, the Company
believes that during fiscal year ending March 31, 1999 all Section 16(a) filing
requirements applicable to its greater than 10% beneficial owners, directors and
officers were complied with.
ANNUAL REPORT TO STOCKHOLDERS
The Company's Annual Report on Form 10-KSB for its fiscal year ending March 31,
1999, as filed with the Securities and Exchange Commission, is being mailed to
each registered shareholder with the Information Statement but nothing contained
therein shall be considered as material used in a proxy solicitation.
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OTHER BUSINESS
The Board of Directors knows of no matters other than those described herein
that will be presented for consideration at the Meeting.
MISCELLANEOUS
All costs incurred in the preparation and mailing of this Information Statement
will be borne by the Company. The Company may make arrangements with brokerage
houses and other custodians, nominees and fiduciaries for the forwarding of
information materials to the beneficial owners of shares of Common Stock held of
record by such persons, and the Company may reimburse such brokerage houses and
other custodians, nominees and fiduciaries for their out-of-pocket expenses
incurred in connection therewith.
By Order of the Board of Directors
Kevin B. Halter., Jr., Secretary
Dallas, Texas
July 1, 1999
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