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<TITLE>Spectrum Pharmaceuticals, Inc.</TITLE>
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<P align="center" style="font-size: 10pt"><B>As filed with the
Securities and Exchange Commission on October&nbsp;19, 2004</B>



<P align="right" style="font-size: 10pt"><B>Registration No.&nbsp;333-_________</B>



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<P align="center" style="font-size: 14pt"><B>SECURITIES AND EXCHANGE COMMISSION</B>

<DIV align="center" style="font-size: 12pt"><B>WASHINGTON, D.C. 20549<BR>
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<DIV align="center" style="font-size: 18pt"><B>FORM S-8</B></DIV>

<DIV align="center" style="font-size: 12pt"><B>REGISTRATION STATEMENT</B></DIV>


<DIV align="center" style="font-size: 12pt"><B>UNDER</B></DIV>


<DIV align="center" style="font-size: 12pt"><B>THE SECURITIES ACT OF 1933</B>
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<DIV align="center" style="font-size: 24pt"><B>SPECTRUM
PHARMACEUTICALS, INC.</B></DIV>
<DIV align="center" style="font-size: 10pt"><B>(Exact Name of Registrant as Specified in Its Charter)</B>
</DIV>
<DIV align="center">
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<TR valign="bottom">
    <TD align="center" valign="top"><B>Delaware</B>
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top"><B>93-079187</B></TD>
</TR>

<TR valign="bottom">
    <TD align="center" valign="top"><B>(State or Other Jurisdiction of</B>
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top"><B>(I.R.S. Employer</B></TD>
</TR>

<TR valign="bottom">
    <TD align="center" valign="top"><B>Incorporation or Organization)</B>
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top"><B>Identification Number)</B></TD>
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<DIV align="center" style="font-size: 10pt"><B>157 Technology Dr.<BR>
Irvine, California 92618</B><BR>
(Address of Principal Executive Offices including Zip Code)
</DIV>
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<DIV align="center" style="font-size: 10pt"><B>SPECTRUM PHARMACEUTICALS, INC</B>
</DIV>

<DIV align="center" style="font-size: 10pt"><B>2003 AMENDED AND RESTATED</B></DIV>


<DIV align="center" style="font-size: 10pt"><B>INCENTIVE AWARD PLAN</B></DIV>


<DIV align="center" style="font-size: 10pt"><B>(Full Title of the Plan)</B></DIV>

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    <TD align="center" valign="top">
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top"><B>Copy to:</B></TD>
</TR>

<TR valign="bottom">
    <TD align="center" valign="top"><B>Rajesh C. Shrotriya</B>
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top"><B>Alan W. Pettis</B></TD>
</TR>

<TR valign="bottom">
    <TD align="center" valign="top"><B>Chief Executive Officer and President</B>
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top"><B>Gavin Stuttard</B></TD>
</TR>

<TR valign="bottom">
    <TD align="center" valign="top"><B>Spectrum Pharmaceuticals, Inc.</B>
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top"><B>Latham &#038; Watkins LLP</B></TD>
</TR>

<TR valign="bottom">
    <TD align="center" valign="top"><B>157 Technology Drive</B>
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top"><B>650 Town Center Drive, Twentieth Floor</B></TD>
</TR>

<TR valign="bottom">
    <TD align="center" valign="top"><B>Irvine, California 92618</B>
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top"><B>Costa Mesa, California 92626</B></TD>
</TR>

<TR valign="bottom">
    <TD align="center" valign="top"><B>(949)&nbsp;788-6700</B>
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top"><B>(714)&nbsp;540-1235</B></TD>
</TR>

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<DIV align="center" style="font-size: 10pt"><HR size="1" noshade width="30%" align="center"></DIV>


<DIV align="center" style="font-size: 10pt"><B>(Name, Address, Including Zip Code, and Telephone Number,</B></DIV>


<DIV align="center" style="font-size: 10pt"><B>Including Area Code, of Agent for Service)</B>
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    <TD width="5%">&nbsp;</TD>
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    <TD colspan="17" align="center"><HR size="1" noshade>
<B>CALCULATION OF REGISTRATION FEE</B>
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<TR style="font-size: 8pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
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    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Proposed</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>&nbsp;</B></TD>
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<TR style="font-size: 8pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Proposed</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Maximum</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>&nbsp;</B></TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Amount</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Maximum</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Aggregate</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Amount of</B></TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="center"><B>Title of Securities to</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>to be</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Offering Price</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Offering</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Registration</B></TD>
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<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="center"><B>be Registered</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Registered<SUP>(1)</SUP></B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Per Share<SUP>(2)</SUP></B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Price<SUP>(2)</SUP></B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Fee</B><HR size="1" noshade></TD>
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    <TD><DIV style="margin-left:10px; text-indent:-10px">Common stock par value $0.001 per share</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">3,469,771</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">5.24</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">18,181,600.04</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">2,303.61</TD>
    <TD>&nbsp;</TD>
</TR>

<TR style="font-size: 1px">
    <TD><DIV style="margin-left:10px; text-indent:-10px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
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    <TD>&nbsp;</TD>
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<P align="left" style="font-size: 10pt; margin-left:17px; text-indent:-17px">(1)&nbsp;In the event of a stock split, stock dividend, or similar transaction
involving the Registrant&#146;s common stock, in order to prevent dilution, the
number of shares registered shall automatically be increased to cover the
additional shares in accordance with Rule&nbsp;416(a) under the Securities Act.
Includes  associated preferred stock purchase rights under the Company&#146;s
Rights Agreement dated as of December&nbsp;13, 2000, as amended. Prior to the
occurrence of  certain events, the preferred stock purchase rights will not
be exercisable or evidenced separately from the Registrant&#146;s common stock.


<P align="left" style="font-size: 10pt; margin-left:17px; text-indent:-17px">(2)&nbsp;Estimated solely for the purpose of calculating the registration fee
pursuant to Rule&nbsp;457(h) under the Securities Act of 1933, as amended (the
&#147;Securities  Act&#148;), and represents the weighted average exercise price of
$5.28 as to previously granted options exercisable for 1,500,500 shares of
common stock and  $5.21, the average of the high and low sales prices of
the common stock, as reported on the NASDAQ Stock Market on October&nbsp;14,
2004, as to 1,969,271 shares  available for future grants under the Plan.



<P align="center" style="font-size: 10pt"><B>Proposed issuances to commence as soon after the effective date of the Registration</B>



<DIV align="center" style="font-size: 10pt"><B>Statement as practicable.</B>
</DIV>


<P>
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<P align="center" style="font-size: 10pt">&nbsp;
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<A name="toc"><DIV align="CENTER" style="page-break-before:always"><U><B>TABLE OF CONTENTS</B></U></DIV></A>

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</TR>
<TR><TD colspan="9"><A HREF="#000">PART I INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS</A></TD></TR>
<TR><TD colspan="9"><A HREF="#001"> PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT</A></TD></TR>
<TR><TD></TD><TD colspan="8"><A HREF="#002">Item&nbsp;3. Incorporation of Documents by Reference</A></TD></TR>
<TR><TD></TD><TD colspan="8"><A HREF="#003">Item&nbsp;4. Description of Securities</A></TD></TR>
<TR><TD></TD><TD colspan="8"><A HREF="#004">Item&nbsp;5. Interests of Named Experts and Counsel</A></TD></TR>
<TR><TD></TD><TD colspan="8"><A HREF="#005">Item&nbsp;6. Indemnification of Directors and Officers</A></TD></TR>
<TR><TD></TD><TD colspan="8"><A HREF="#006">Item&nbsp;7. Exemption from Registration Claimed</A></TD></TR>
<TR><TD></TD><TD colspan="8"><A HREF="#007">Item&nbsp;8. Exhibits</A></TD></TR>
<TR><TD></TD><TD colspan="8"><A HREF="#008">Item&nbsp;9. Undertakings</A></TD></TR>
<TR><TD colspan="9"><A HREF="#009">SIGNATURES</A></TD></TR>
<TR><TD colspan="9"><A HREF="#010">INDEX TO EXHIBITS</A></TD></TR>
<TR><TD colspan="9"><A HREF="a02448exv5w1.htm">EXHIBIT 5.1</A></TD></TR>
<TR><TD colspan="9"><A HREF="a02448exv23w2.htm">EXHIBIT 23.2</A></TD></TR>
</TABLE>
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<P align="center" style="font-size: 10pt"><B>INTRODUCTION</B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;This Registration Statement on Form S-8 is filed by Spectrum
Pharmaceuticals, Inc. (the &#147;Company&#148;) relating to &#091; &#093; shares of the Company&#146;s
common stock, par value $0.001 per share, issuable to eligible employees,
directors and consultants of the Company and its subsidiaries under the
Spectrum Pharmaceuticals, Inc. 2003 Amended and Restated Incentive Award Plan
(the &#147;Plan&#148;).

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<DIV align="left"><A NAME="000"></A></DIV>

<P align="center" style="font-size: 10pt"><B>PART I</B>


<P align="center" style="font-size: 10pt"><B>INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS</B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We
are not filing or including in this Form&nbsp;S-8 in
accordance with the rules and regulations of the Securities and Exchange
Commission (the &#147;Commission&#148;) the information called for
in Part&nbsp;I of Form S-8 (by incorporation by reference or otherwise).

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<DIV align="left"><A NAME="001"></A></DIV>

<P align="center" style="font-size: 10pt"><B>PART II</B>


<P align="center" style="font-size: 10pt"><B>INFORMATION REQUIRED IN THE REGISTRATION STATEMENT</B>


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<DIV align="left"><A NAME="002"></A></DIV>

<P align="left" style="font-size: 10pt"><B>Item&nbsp;3. Incorporation of Documents by Reference.</B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The following documents which we filed with the Commission are
incorporated by reference into this registration statement:


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">(a)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Our annual report on Form 10-K for the fiscal year ended
December&nbsp;31, 2003, filed on March&nbsp;29, 2004, as amended by Form
10-K/A filed on April&nbsp;29, 2004;</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">(b)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Our quarterly reports on Form 10-Q for the quarters ended
March&nbsp;31, 2004 and June&nbsp;30, 2004, filed on May&nbsp;17, 2004 and August
16, 2004, respectively;</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">(c)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Our current reports on Form 8-K filed on April&nbsp;21, 2004,
April&nbsp;23, 2004, September&nbsp;16, 2004 and October&nbsp;6, 2004;</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">(d)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>The description of our common stock contained in our
registration statement on Form&nbsp;8-B filed with the Commission on June&nbsp;27, 1997, pursuant to the
Securities Exchange Act of 1934, as amended (the &#147;Exchange Act&#148;),
as amended by the description of securities to be registered
contained in our registration statement on Form S-3, Registration
No.&nbsp;333-115759, and including any subsequent amendments or
reports that may be filed for the purpose of amending such description; and</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">(e)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>The description of our Rights to Purchase Series&nbsp;B Junior
Participating Preferred Stock contained in the Registration of
Certain Classes of Securities filed pursuant to Section 12(g) of the
Exchange Act on Form 8-A on December&nbsp;26, 2000, including any
amendments or reports that may be filed for the purpose of updating such
description.</TD>
</TR>

</TABLE>


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In addition, all documents which we file pursuant to Sections&nbsp;13(a),
13(c), 14 and 15(d) of the Exchange Act 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, shall be deemed to be incorporated by
reference herein and to be a part of this registration statement from the date
of the filing of such documents. Any statement contained in a 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 in this registration statement, or in any
other subsequently filed document which also is or is deemed to be incorporated
by reference in this registration statement, modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this registration
statement.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The consolidated financial statements of the Company, incorporated by
reference in this registration statement from the Company&#146;s Annual Report on
Form 10-K as of December&nbsp;31, 2002 and December&nbsp;31, 2003 and for the fiscal
years then ended have been audited by Kelly
&#038; Company, independent public accounting firm, as stated in their report,
which is incorporated herein by reference, and have


<P align="center" style="font-size: 10pt">2
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">

<P align="left" style="font-size: 10pt">been so incorporated in reliance upon the report of such firm given upon
their authority as experts in accounting and auditing.



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The consolidated financial statements of the Company incorporated by
reference in this registration statement from the Company&#146;s Annual Report on
Form 10-K the fiscal year ended December&nbsp;31,
2001 have been audited by Arthur Andersen LLP, independent public accountants,
as indicated in their report with respect thereto, and are included herein in
reliance upon the authority of said firm as experts in giving said report.
Arthur Andersen LLP has not consented to the inclusion of their report in the
registration statement and in reliance upon Rule&nbsp;437a of the Securities Act we
have not therefore filed their consent. Because Arthur Andersen LLP has not
consented to the inclusion of their report in the registration statement, it
may become more difficult for you to seek remedies against Arthur Andersen LLP
in connection with any material misstatement or omission that may be contained
in our consolidated financial statements and schedules for such periods. In
particular, and without limitation, you will not be able to recover against
Arthur Andersen LLP under Section&nbsp;11 of the Securities Act for any untrue
statement of a material fact contained in the financial statements audited by
Arthur Andersen LLP or any omission of a material fact required to be
stated
in those financial statements.

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<DIV align="left"><A NAME="003"></A></DIV>

<P align="left" style="font-size: 10pt"><B>Item&nbsp;4. Description of Securities.</B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Company&#146;s Common Stock, par value $0.001 (the &#147;Common Stock&#148;), is
registered pursuant to Section&nbsp;12 of the Exchange Act, and, therefore, the
description of securities is omitted in accordance with the rules and
regulations of the Commission.

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<DIV align="left"><A NAME="004"></A></DIV>

<P align="left" style="font-size: 10pt"><B>Item&nbsp;5. Interests of Named Experts and Counsel.</B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Not applicable.

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<DIV align="left"><A NAME="005"></A></DIV>

<P align="left" style="font-size: 10pt"><B>Item&nbsp;6. Indemnification of Directors and Officers.</B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;145(a) of the General Corporation Law of the State of Delaware
(the &#147;DGCL&#148;) provides that a Delaware corporation may indemnify any person who
was or is a party or is threatened to be made a party to any threatened,
pending or completed action, suit or proceeding, whether civil, criminal,
administrative or investigative (other than an action by or in the right of the
corporation) by reason of the fact that such person is or was a director,
officer, employee or agent of the Company, or is or was serving at
the request of the Company as a director, officer, employee or agent
of another corporation or enterprise, against
expenses, judgments, fines and amounts paid in settlement actually and
reasonably incurred by such person in connection with such action, suit or
proceeding if he acted in good faith and in a manner he reasonably believed to
be in or not opposed to the best interests of the corporation, and, with
respect to any criminal action or proceeding, had no cause to believe his
conduct was unlawful.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;145(b) of the DGCL provides that a Delaware corporation may
indemnify any person who was or is a party or is threatened to be made a party
to any threatened, pending or completed action or suit by or in the right of
the corporation to procure a judgment in its favor by reason of the fact that
such person acted in any of the capacities set forth above, against expenses
actually and reasonably incurred by such person in connection with the defense
or settlement of such action or suit if he or she acted in good faith and in a
manner that he or she reasonably believed to be in or not opposed to the best
interests of the corporation, except that no indemnification may be made in
respect of any claim, issue or matter as to which such person shall have been
adjudged to be liable to the corporation unless and only to the extent that the
Court of Chancery or the court in which such action or suit was brought shall
determine that despite the adjudication of liability, but in view of all the
circumstances of the case, such person is fairly and reasonably entitled to be
indemnified for such expenses which the Court of Chancery or such other court
shall deem proper.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;145 of the DGCL further provides that to the extent a director or
officer of a corporation has been successful in the defense of any action, suit
or proceeding referred to in subsections (a)&nbsp;and (b)&nbsp;or in the defense of any
claim, issue or matter therein, he shall be indemnified against expenses
actually and reasonably incurred by him in connection therewith; that
indemnification provided for by Section&nbsp;145 shall not be deemed exclusive of
any other rights to which the indemnified party may be entitled; and that the
corporation may purchase and maintain insurance on behalf of a director or
officer of the corporation against any liability asserted against such officer
or director and incurred by him or her in any such capacity or arising out of
his or her status as such, whether or not the corporation would have the power
to indemnify him or her against such liabilities under Section&nbsp;145.


<P align="center" style="font-size: 10pt">3
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">

<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;102(b)(7) of the DGCL provides that a certificate of incorporation
may include a provision which eliminates or limits the personal liability of a
director to the corporation or its stockholders for monetary damages
for breach of fiduciary duty as a director, except for liability (i)&nbsp;for
any breach of the director&#146;s duty of loyalty to the company or its
stockholders, (ii)&nbsp;for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii)&nbsp;under Section&nbsp;174
of the DGCL, relating to prohibited dividends or distributions or the
repurchase or redemption of stock or (iv)&nbsp;for any transaction from which the
director derives an improper personal benefit. Our Certificate of
Incorporation includes such a provision. As a result of this provision, the
Company and its stockholders may be unable to obtain monetary damages from a
director for breach of his or her duty of care.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The bylaws of the Company provide for indemnification of the Company&#146;s
directors and officers to the fullest extent permitted by law. Insofar as
indemnification for liabilities under the Securities Act may be permitted to
directors, officers or controlling persons of the Company pursuant to the
Company&#146;s Certificate of Incorporation, bylaws and the DGCL, the Company has
been informed that in the opinion of the Commission such indemnification is
against public policy as expressed in such Act and is therefore unenforceable.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We have entered into indemnity agreements with each of our directors and
officers. These indemnity agreements require that the Company indemnify each
director and officer for amounts that he is or becomes obligated to pay because
of any claim or claims made against him by reason of the fact that he is or was
a director or officer of the Company, by reason of any action (or failure to
act) taken by him or any action (or failure to act) on his part while acting as
a director or officer of the Company, or by reason of the fact that he is or
was serving at the request of the Company as a director, officer,
employee or agent of another corporation or enterprise. Under the
DGCL, absent such an indemnity agreement, indemnification of a director or
officer is discretionary rather than mandatory (except in the case of a
proceeding in which a director or officer is successful on the merits). The
indemnity agreements require the Company to advance the expenses incurred by a
director or officer, upon receipt of his request, provided that the director or
officer undertakes to repay the advance to the extent that it is ultimately
determined that he is not entitled to be indemnified by the Company under the
provisions of the indemnity agreements, the bylaws of the Company, applicable
law or otherwise. Absent the indemnity agreements, indemnification that might
be made available to directors and officers could be changed by amendments to
the Company&#146;s Certificate of Incorporation and Bylaws.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We have a policy of liability insurance that insures the directors and
officers against the cost of defense, settlement or payment of a judgment
under certain circumstances.

<!-- link2 "Item&nbsp;7. Exemption from Registration Claimed" -->
<DIV align="left"><A NAME="006"></A></DIV>

<P align="left" style="font-size: 10pt"><B>Item&nbsp;7. Exemption from Registration Claimed.</B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Not Applicable.

<!-- link2 "Item&nbsp;8. Exhibits" -->
<DIV align="left"><A NAME="007"></A></DIV>

<P align="left" style="font-size: 10pt"><B>Item&nbsp;8. Exhibits.</B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;See Index to Exhibits on Page 7.

<!-- link2 "Item&nbsp;9. Undertakings" -->
<DIV align="left"><A NAME="008"></A></DIV>

<P align="left" style="font-size: 10pt"><B>Item&nbsp;9. Undertakings.</B>



<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">(a)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>The undersigned registrant hereby undertakes:</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">(1)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:</TD>
</TR>

</TABLE>


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="6%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">(i)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933 (the &#147;Securities Act&#148;);</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="6%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">(ii)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>To reflect in the prospectus any facts or events
arising after the effective date of this 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. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the
total dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high
end of the estimated maximum offering range may be reflected
in the form of prospectus filed with the Commission pursuant
to Rule 424(b) if, in the aggregate, the changes in volume</TD>
</TR>

</TABLE>

<P align="center" style="font-size: 10pt">4
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">


<P><TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">


<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="6%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>and
price represent no more than 20&nbsp;percent change in the maximum
aggregate offering price set forth in the &#147;Calculation of
Registration Fee&#148; table in the effective registration
statement;</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="6%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">(iii)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>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;</TD>
</TR>

</TABLE>


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right"><I>&nbsp;</I></TD>
    <TD width="1%"><I>&nbsp;</I></TD>
    <TD><I>provided, however</I>, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply
if the information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed with or
furnished to the Commission by the registrant pursuant to Section&nbsp;13 or
Section 15(d) of the Exchange Act that are incorporated by reference in
the registration statement.</TD>
</TR>

</TABLE>


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(2)&nbsp;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.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(3)&nbsp;To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of
the offering.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant&#146;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&#146;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.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;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
registrant 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 of the registrant
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 registrant 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.


<P align="center" style="font-size: 10pt">5
</DIV>

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<H5 align="left" style="page-break-before:always"><A HREF="#toc">Table of Contents</A></H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">
<!-- link1 "SIGNATURES" -->
<DIV align="left"><A NAME="009"></A></DIV>

<P align="center" style="font-size: 10pt"><B>SIGNATURES</B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Pursuant to the requirements of the Securities Act of 1933, the
registrant, Spectrum Pharmaceuticals, Inc., a Delaware corporation, 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 Irvine, State of California, on this 18&nbsp;day of October&nbsp;2004.

<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="46%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="42%">&nbsp;</TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom">
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" valign="top" align="left">SPECTRUM PHARMACEUTICALS, INC.</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">By:</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">/s/ Rajesh C. Shrotriya</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>

<TD align="left" valign="top"><HR size="1" noshade width="30%"></TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Rajesh C. Shrotriya<br>
Chairman, Chief Executive Officer and President</TD>
</TR>

<!-- End Table Body -->
</TABLE>
</DIV>



<P align="center" style="font-size: 10pt"><B>POWER OF ATTORNEY</B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Each person whose signature appears below hereby authorizes and appoints
Rajesh Shrotriya and Shyam Kumaria, or either of them, as attorneys-in-fact and
agents with full power of substitution and resubstitution, to sign on his
behalf, individually and in the capacities stated below, and to file any and
all amendments, including post-effective amendments, to this Registration
Statement and other documents in connection therewith, with the Commission,
granting to said attorneys-in-fact and agents full power and authority to
perform any other act on behalf of the undersigned required to be done in the
premises.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities as of October&nbsp;18, 2004.

<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="48%">&nbsp;</TD>
    <TD width="4%">&nbsp;</TD>
    <TD width="48%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="center"><B>Signature</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center"><B>Title</B><HR size="1" noshade></TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom">

<TD align="center" valign="bottom"><DIV style="margin-left:0px; text-indent:-0px">/s/
Rajesh C. Shrotriya, M.D.<HR size="1" noshade>Rajesh C. Shrotriya, M.D.
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="bottom">Chairman, Chief Executive Officer, President and<br>
Director (principal executive officer)</TD>
</TR>

<TR valign="bottom">
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">

<TD align="center" valign="bottom"><DIV style="margin-left:0px; text-indent:-0px">/s/
Shyam Kumaria<HR size="1" noshade>
Shyam Kumaria
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="bottom">Vice President Finance (principal financial officer and<br>
principal accounting officer)</TD>
</TR>

<TR valign="bottom">
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">

<TD align="center" valign="middle"><DIV style="margin-left:0px; text-indent:-0px">/s/
Ann C. Kessler, Ph.D<HR size="1" noshade>
Ann C. Kessler, Ph.D
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="middle">Director</TD>
</TR>

<TR valign="bottom">
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">

<TD align="center" valign="middle"><DIV style="margin-left:0px; text-indent:-0px">/s/
Armin M. Kessler<HR size="1" noshade>
Armin M. Kessler
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="middle">Director</TD>
</TR>

<TR valign="bottom">
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">

<TD align="center" valign="middle"><DIV style="margin-left:0px; text-indent:-0px">/s/
Anthony E. Maida<HR size="1" noshade>
Anthony E. Maida
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="middle">Director</TD>
</TR>

<TR valign="bottom">
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">

<TD align="center" valign="middle"><DIV style="margin-left:0px; text-indent:-0px">/s/
Dilip M. Mehta, M.D., Ph.D.<HR size="1" noshade>
Dilip M. Mehta, M.D., Ph.D.
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="middle">Director</TD>
</TR>

<TR valign="bottom">
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">

<TD align="center" valign="middle"><DIV style="margin-left:0px; text-indent:-0px">/s/
Julius A. Vida, Ph.D.<HR size="1" noshade>
Julius A. Vida, Ph.D.
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="middle">Director</TD>
</TR>

<!-- End Table Body -->
</TABLE>
</DIV>



<P align="center" style="font-size: 10pt">6
</DIV>

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<H5 align="left" style="page-break-before:always"><A HREF="#toc">Table of Contents</A></H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">


<!-- link1 "INDEX TO EXHIBITS" -->
<DIV align="left"><A NAME="010"></A></DIV>

<P align="center" style="font-size: 10pt"><B>INDEX TO EXHIBITS</B>


<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="8%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="87%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="left"><B>EXHIBIT</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">4.1
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Registration Rights Agreement dated as of November&nbsp;19, 1999, by and among the
Registrant, Strong River Investments, Inc. and Montrose Investments Ltd. (Filed
as Exhibit&nbsp;4.1 to Form&nbsp;8-K, as filed with the Securities and Exchange Commission
on December&nbsp;7, 1999, and incorporated herein by reference.)</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">4.2
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Closing Warrant issued by the Registrant to Montrose Investments Ltd., dated as
of November&nbsp;19, 1999. (Filed as Exhibit&nbsp;4.1 to Form&nbsp;8-K, as filed with the
Securities and Exchange Commission on December&nbsp;7, 1999, and incorporated herein
by reference.)</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">4.3
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Closing Warrant issued by the Registrant to Strong River Investments, Inc.,
dated as of November&nbsp;19, 1999. (Filed as Exhibit&nbsp;4.1 to Form&nbsp;8-K, as filed with
the Securities and Exchange Commission on December&nbsp;7, 1999, and incorporated
herein by reference.)</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">4.4
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Warrant issued by the Registrant to Brighton Capital, Ltd., dated as of November
19, 1999. (Filed as Exhibit&nbsp;4.14 to the Registration Statement on Form&nbsp;S-3 (No.
333-37180), as filed with the Securities and Exchange Commission on May&nbsp;16,
2000, and incorporated herein by reference.)</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">4.5
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Registration Rights Agreement dated as of February&nbsp;25, 2000, by and among the
Registrant, Montrose Investments Ltd. and Strong River Investments, Inc. (Filed
as Exhibit&nbsp;4.2 to Form&nbsp;8-K, as filed with the Securities and Exchange Commission
on April&nbsp;3, 2000, and incorporated herein by reference.)</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">4.6
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Closing Warrant issued by the Registrant to Montrose Investments Ltd., dated as
of February&nbsp;25, 2000. (Filed as Exhibit&nbsp;4.3 to Form&nbsp;8-K, as filed with the
Securities and Exchange Commission on April&nbsp;3, 2000, and incorporated herein by
reference.)</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">4.7
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Closing Warrant issued by the Registrant to Strong River Investments, Inc.,
dated as of February&nbsp;25, 2000. (Filed as Exhibit&nbsp;4.4 to Form&nbsp;8-K, as filed with
the Securities and Exchange Commission on April&nbsp;3, 2000, and incorporated herein
by reference.)</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">4.8
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Warrant issued by the Registrant to Brighton Capital, Ltd., dated as of February
25, 2000. (Filed as Exhibit&nbsp;4.15 to the Registration Statement on Form&nbsp;S-3 (No.
333-37180), as filed with the Securities and Exchange Commission on May&nbsp;16,
2000, and incorporated herein by reference.)</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">4.9
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Registration Rights Agreement dated as of April&nbsp;6, 2000, by and among the
Registrant, Strong River Investments, Inc. and Montrose Investments, Ltd.
(Filed as Exhibit&nbsp;4.2 to Form&nbsp;8-K, as filed with the Securities and Exchange
Commission on April&nbsp;21, 2000, and incorporated herein by reference.)</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">4.10
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Class&nbsp;A Warrant issued by the Registrant to Montrose Investments Ltd., dated as
of April&nbsp;6, 2000. (Filed as Exhibit&nbsp;4.4 to Form&nbsp;8-K, as filed with the
Securities and Exchange Commission on April&nbsp;21, 2000, and incorporated herein by
reference.)</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">4.11
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Class&nbsp;A Warrant issued by the Registrant to Strong River Investments, Inc.,
dated as of April&nbsp;6, 2000. (Filed as Exhibit&nbsp;4.5 to Form&nbsp;8-K, as filed with the
Securities and Exchange Commission on April&nbsp;21, 2000, and incorporated herein by
reference.)</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">4.12
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Warrant issued by the Registrant to Brighton Capital, Ltd., dated as of April&nbsp;6,
2000. (Filed as Exhibit&nbsp;4.16 to the Registration Statement on Form&nbsp;S-3 (No.
333-37180), as filed with the Securities and Exchange Commission on May&nbsp;16,
2000, and incorporated herein by reference.)</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">4.13
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Registration Rights Agreement dated as of April&nbsp;28, 2000, by and among the
Registrant, Royal Canadian Growth Fund and Dlouhy Investments Inc. (Filed as
Exhibit&nbsp;4.2 to Form&nbsp;8-K, as filed with the Securities and Exchange Commission on
May&nbsp;25, 2000, and incorporated herein by reference.)</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">4.14
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Warrant issued by the Registrant to Royal Canadian Growth Fund, dated as of</TD>
</TR>

<!-- End Table Body -->
</TABLE>
</DIV>



<P align="center" style="font-size: 10pt">7
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always"><A HREF="#toc">Table of Contents</A></H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">

<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="8%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="87%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="left"><B>EXHIBIT</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">May
1, 2000. (Filed as Exhibit&nbsp;4.3 to Form&nbsp;8-K, as filed with the Securities and
Exchange Commission on May&nbsp;25, 2000, and incorporated herein by reference.)</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">4.15
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Warrant issued by the Registrant to Dlouhy Investments Inc., dated as of May&nbsp;1,
2000. (Filed as Exhibit&nbsp;4.4 to Form&nbsp;8-K, as filed with the Securities and
Exchange Commission on May&nbsp;25, 2000, and incorporated herein by reference.)</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">4.16
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Registration Rights Agreement dated as of September&nbsp;21, 2000, by and among the
Registrant, Strong River Investments, Inc. and Montrose Investments Ltd. (Filed
as Exhibit&nbsp;4.4 to Form&nbsp;8-K, as filed with the Securities and Exchange Commission
on November&nbsp;13, 2000, and incorporated herein by reference.)</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">4.17
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Warrant issued by the Registrant to Montrose Investments Ltd., dated as of
September&nbsp;21, 2000. (Filed as Exhibit&nbsp;4.7 to Form&nbsp;8-K, as filed with the
Securities and Exchange Commission on November&nbsp;13, 2000, and incorporated herein
by reference.)</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">4.18
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Warrant issued by the Registrant to Strong River Investments, Inc., dated as of
September&nbsp;21, 2000. (Filed as Exhibit&nbsp;4.8 to Form&nbsp;8-K, as filed with the
Securities and Exchange Commission on November&nbsp;13, 2000, and incorporated herein
by reference.)</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">4.19
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Registration Rights Agreement dated as of September&nbsp;29, 2000, by and among the
Registrant, Strong River Investments, Inc. and Montrose Investments Ltd. (Filed
as Exhibit&nbsp;4.12 to Form&nbsp;8-K, as filed with the Securities and Exchange
Commission on November&nbsp;13, 2000, and incorporated herein by reference.)</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">4.20
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Closing Warrant issued by the Registrant to Montrose Investments, Ltd., dated as
of September&nbsp;29, 2000. (Filed as Exhibit&nbsp;4.13 to Form&nbsp;8-K, as filed with the
Securities and Exchange Commission on November&nbsp;13, 2000, and incorporated herein
by reference.)</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">4.21
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Closing Warrant issued by the Registrant to Strong River Investments, Inc.,
dated as of September&nbsp;29, 2000. (Filed as Exhibit&nbsp;4.14 to Form&nbsp;8-K, as filed
with the Securities and Exchange Commission on November&nbsp;13, 2000, and
incorporated herein by reference.)</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">4.22
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Form of Warrants issued by the Registrant to Brighton Capital, Ltd., dated
between September&nbsp;18, 2000 and May&nbsp;18, 2001. (Filed as Exhibit&nbsp;4.32 to Form
10-K, as filed with the Securities and Exchange Commission on April&nbsp;2, 2002, and
incorporated herein by reference.)</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">4.23
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Rights Agreement, dated as of December&nbsp;13, 2000, between the Registrant and U.S.
Stock Transfer Corporation, as Rights Agent, which includes as Exhibit&nbsp;A thereto
the form of Certificate of Designation for the Series&nbsp;B Junior Participating
Preferred Stock, as Exhibit&nbsp;B thereto the Form of Rights Certificate and as
Exhibit&nbsp;C thereto a Summary of Terms of Stockholder Rights Plan. (Filed as
Exhibit&nbsp;4.1 to Form&nbsp;8-A12G, as filed with the Securities and Exchange Commission
on December&nbsp;26, 2000, and incorporated herein by reference.)</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">4.24
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Registration Rights Agreement dated as of December&nbsp;18, 2000, by and between the
Registrant and Societe Generale. (Filed as Exhibit&nbsp;4.4 to Form&nbsp;8-K, as filed
with the Securities and Exchange Commission on December&nbsp;28, 2000, and
incorporated herein by reference.)</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">4.25
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Warrant issued by the Registrant to Societe Generale, dated as of December&nbsp;18,
2000. (Filed as Exhibit&nbsp;4.6 to Form&nbsp;8-K, as filed with the Securities and
Exchange Commission on December&nbsp;28, 2000, and incorporated herein by reference.)</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">4.26
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Warrant issued by the Registrant to Brighton Capital, Ltd., dated as of December
18, 2000. (Filed as Exhibit&nbsp;4.36 to Form&nbsp;10-K, as filed with the Securities and
Exchange Commission on April&nbsp;2, 2002, and incorporated herein by reference.)</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">4.27
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Warrant issued by the Registrant to CroMedica Global, Inc., dated as of January
25, 2001. (Filed as Exhibit&nbsp;4.37 to Form&nbsp;10-K, as filed with the Securities and
Exchange Commission on April&nbsp;2, 2002, and incorporated herein by reference.)</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">4.28
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Warrant issued by the Registrant to IAT ReInsurance Syndicate Ltd., dated as of
March&nbsp;8, 2001. (Filed as Exhibit&nbsp;10.2 to Form&nbsp;8-K, as filed with the Securities</TD>
</TR>

<!-- End Table Body -->
</TABLE>
</DIV>



<P align="center" style="font-size: 10pt">8
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always"><A HREF="#toc">Table of Contents</A></H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">

<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="8%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="87%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="left"><B>EXHIBIT</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">and Exchange Commission on March&nbsp;14, 2001, and incorporated herein by
reference.)</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">4.29
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Warrant issued by the Registrant to Montrose Investments Ltd., dated as of May
18, 2001. (Filed as Exhibit&nbsp;4.1 to Form&nbsp;8-K, as filed with the Securities and
Exchange Commission May&nbsp;21, 2001, and incorporated herein by reference.)</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">4.30
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Warrant issued by the Registrant to Strong River Investments, Inc., dated as of
May&nbsp;18, 2001. (Filed as Exhibit&nbsp;4.2 to Form&nbsp;8-K, as filed with the Securities
and Exchange Commission on May&nbsp;21, 2001, and incorporated herein by reference.)</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">4.31
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Form of Warrant issued by the Registrant to Gruntal &#038; Co., L.L.C., dated as of
August&nbsp;10, 2001 (Filed as Exhibit&nbsp;4.44 to form 10-K, as filed with the
Securities and Exchange Commission on April&nbsp;2, 2002, and incorporated herein by
reference.)</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">4.32
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Form of Warrants issued by the Registrant to Cantor Fitzgerald &#038; Co, dated as of
December&nbsp;6, 2001 and December&nbsp;13, 2001. (Filed as Exhibit&nbsp;A to Schedule&nbsp;1 to
Exhibit&nbsp;1.1 to Form&nbsp;8-K, as filed with the Securities and Exchange Commission on
October&nbsp;24, 2001, and incorporated herein by reference.)</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">4.33
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Warrant issued by the Registrant to Jefferies &#038; Company, Inc., dated as of
December&nbsp;13, 2001. (Filed as Exhibit&nbsp;4.46 to Form&nbsp;10-K, as filed with the
Securities and Exchange Commission on April&nbsp;2, 2002, and incorporated herein by
reference.)</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">4.34
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Form of Warrant issued by the Registrant to certain purchasers, dated as of
March&nbsp;13, 2002. (Filed as Exhibit&nbsp;4.47 to Form&nbsp;10-K, as filed with the
Securities and Exchange Commission on April&nbsp;2, 2002, and incorporated herein by
reference.)</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">4.35
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Form of Warrant issued by the Registrant to certain purchasers, dated as of June
5, 2002. (Filed as Exhibit&nbsp;4.1 to Form&nbsp;8-K, as filed with the Securities and
Exchange Commission on June&nbsp;7, 2002, and incorporated herein by reference.)</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">4.36
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Form of Warrant issued by the Registrant to certain purchasers, dated as of June
7, 2002. (Filed as Exhibit&nbsp;4.1 to Form&nbsp;8-K, as filed with the Securities and
Exchange Commission on June&nbsp;19, 2002, and incorporated herein by reference.)</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">4.37
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Warrant Repurchase Agreement by and between the Registrant and BNC Bach
International, Ltd., dated as of July&nbsp;31, 2002. (Filed as Exhibit&nbsp;10.3 to Form
10-Q for the quarterly period ended September&nbsp;30, 2002, as filed with the
Securities and Exchange Commission on November&nbsp;13, 2002, and incorporated herein
by reference.)</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">4.38
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Form of Warrant issued by the Registrant to five purchasers, dated as of
November&nbsp;21, 2002, to purchase up to an aggregate of 107,870 shares of our
common stock. (Filed as Exhibit&nbsp;4.1 to Form&nbsp;8-K, as filed with the Securities
and Exchange Commission on November&nbsp;26, 2002, and incorporated herein by
reference.)</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">4.39
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Form of Warrant issued by the Registrant to certain purchasers, dated as of
December&nbsp;13, 2002, to purchase up to an aggregate of 65,550 shares of our common
stock. (Filed as Exhibit&nbsp;4.1 to Form&nbsp;8-K, as filed with the Securities and
Exchange Commission on December&nbsp;13, 2002, and incorporated herein by reference.)</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">4.40
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Form of Warrant issued by the Registrant to three purchasers, dated as of
January&nbsp;16, 2003, to purchase up to an aggregate of 55,555 shares of our common
stock. (Filed as Exhibit&nbsp;4.1 to Form&nbsp;8-K, as filed with the Securities and
Exchange Commission on January&nbsp;17, 2003, and incorporated herein by reference.)</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">4.41
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Form of Series&nbsp;D-1 Warrant. (Filed as Exhibit&nbsp;4.1 to Form&nbsp;8-K, as filed with
the Securities and Exchange Commission on May&nbsp;16, 2003 and incorporated herein
by reference.)</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">4.42
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Form of Series&nbsp;D-2 Warrant. (Filed as Exhibit&nbsp;4.2 to Form&nbsp;8-K, as filed with
the Securities and Exchange Commission on May&nbsp;16, 2003 and incorporated herein
by reference.)</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">4.43
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Series&nbsp;D-3 Warrant. (Filed as Exhibit&nbsp;4.3 to Form&nbsp;8-K, as filed with the
Securities and Exchange Commission on May&nbsp;16, 2003 and incorporated herein by
reference.)</TD>
</TR>

<!-- End Table Body -->
</TABLE>
</DIV>



<P align="center" style="font-size: 10pt">9
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always"><A HREF="#toc">Table of Contents</A></H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">

<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="8%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="87%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="left"><B>EXHIBIT</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">4.44
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Registration Rights Agreement dated as of May&nbsp;7, 2003, by and among the
Registrant and the persons listed on Schedule&nbsp;1 attached thereto. (Filed as
Exhibit&nbsp;4.4 to Form&nbsp;8-K, as filed with the Securities and Exchange Commission on
May&nbsp;16, 2003 and incorporated herein by reference.)</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">4.45
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Amendment No.&nbsp;1 to the Rights Agreement dated as of December&nbsp;13, 2000 by and
between the Registrant and U.S. Stock Transfer Corporation. (Filed as Exhibit
4.1 to Form&nbsp;10-Q, as filed with the Securities and Exchange Commission on August
14, 2003, and incorporated herein by reference.)</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">4.46
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Registration Rights Agreement dated as of August&nbsp;13, 2003, by and among the
Registrant and the persons listed on Schedule&nbsp;1 attached thereto. (Filed as
Exhibit&nbsp;4.1 to Form&nbsp;8-K, as filed with the Securities and Exchange Commission on
August&nbsp;15, 2003 and incorporated herein by reference.)</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">4.47
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Form of Series&nbsp;2003-1 Warrant (Filed as Exhibit&nbsp;4.2 to Form&nbsp;8-K, as filed with
the Securities and Exchange Commission on August&nbsp;15, 2003 and incorporated
herein by reference.)</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">4.48
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Form of Series&nbsp;E-1 Warrant (Filed as Exhibit&nbsp;4.1 to Form&nbsp;8-K, as filed with the
Securities and Exchange Commission on September&nbsp;30, 2003 and incorporated herein
by reference.)</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">4.49
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Form of Series&nbsp;E-2 Warrant (Filed as Exhibit&nbsp;4.2 to Form&nbsp;8-K, as filed with the
Securities and Exchange Commission on September&nbsp;30, 2003 and incorporated herein
by reference.)</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">4.50
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Series&nbsp;E-3 Warrant (Filed as Exhibit&nbsp;4.3 to Form&nbsp;8-K, as filed with the
Securities and Exchange Commission on September&nbsp;30, 2003 and incorporated herein
by reference.)</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">4.51
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Registration Rights Agreement dated as of September&nbsp;26, 2003, by and among the
Registrant and the persons listed on Schedule&nbsp;1 attached thereto. (Filed as
Exhibit&nbsp;4.4 to Form&nbsp;8-K, as filed with the Securities and Exchange Commission on
September&nbsp;30, 2003 and incorporated herein by reference.)</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">4.52
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Amendment No.&nbsp;2 to the Rights Agreement dated as of December&nbsp;13, 2000 by and
between the Registrant and U.S. Stock Transfer Corporation. (Filed as Exhibit
4.1 to Form&nbsp;10-Q, as filed with the Securities and Exchange Commission on May
17, 2004 and incorporated herein by reference.)</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">4.53
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Amendment No.&nbsp;3 to the Rights Agreement dated as of December&nbsp;13, 2000 by and
between the Registrant and the U.S. Stock Transfer Corporation. (Filed as
Exhibit&nbsp;4.2 to Form&nbsp;10-Q, as filed with the Securities and Exchange Commission
on May&nbsp;17, 2004 and incorporated herein by reference.)</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">4.54
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Warrant issued by the Registrant to a consultant, dated as of September&nbsp;17,
2003. (Filed as Exhibit&nbsp;4.3 to Form&nbsp;10-Q, as filed with the Securities and
Exchange Commission on May&nbsp;17, 2004 and incorporated herein by reference.)</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">4.55
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Warrant issued by the Registrant to a consultant, dated as of April&nbsp;21, 2004.
(Filed as Exhibit&nbsp;4.4 to Form&nbsp;10-Q, as filed with the Securities and Exchange
Commission on May&nbsp;17, 2004 and incorporated herein by reference.)</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">4.56
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Investor Rights Agreement, dated as of April&nbsp;20, 2004, by and among the
Registrant and the persons listed on Schedule&nbsp;1 attached thereto. (Filed as
Exhibit&nbsp;4.1 to Form&nbsp;8-K, as filed with the Securities and Exchange Commission on
April&nbsp;23, 2004, and incorporated herein by reference.)</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">4.57
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Form of Warrant, dated as of April&nbsp;21, 2004. (Filed as Exhibit&nbsp;4.2 to Form&nbsp;8-K,
as filed with the Securities and Exchange Commission on April&nbsp;23, 2004, and
incorporated herein by reference.)</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">5.1&#043;
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Opinion of Latham &#038; Watkins LLP</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">10.1
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Spectrum Pharmaceuticals, Inc. 2003 Amended and Restated Incentive Award Plan
(Filed as Annex to the Definitive Proxy Statement dated June&nbsp;4, 2004, as filed
with the Securities and Exchange Commission on June&nbsp;7, 2004 and incorporated
herein by reference.)</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">23.1&#043;
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Consent of Latham &#038; Watkins LLP (included in Exhibit&nbsp;5.1)</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">23.2&#043;
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Consent of Kelly &#038; Company</TD>
</TR>

<!-- End Table Body -->
</TABLE>
</DIV>



<P align="center" style="font-size: 10pt">10
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always"><A HREF="#toc">Table of Contents</A></H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">

<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="8%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="87%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="left"><B>EXHIBIT</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">24&#043;
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Power of Attorney (included in the signature page to this Registration Statement)</TD>
</TR>

<!-- End Table Body -->
</TABLE>
</DIV>



<P align="left" style="font-size: 10pt">&#043; Filed herewith




<P align="center" style="font-size: 10pt">11
</DIV>


</BODY>
</HTML>
[{"type": "S-8", "sequence": "1", "filename": "a02448sv8.htm", "description": "FORM S-8", "secsgml_size_bytes": 86308}]
{"company-data": {"conformed-name": "SPECTRUM PHARMACEUTICALS INC", "cik": "0000831547", "assigned-sic": "2834", "irs-number": "930979187", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-119833", "film-number": "041086077"}, "business-address": {"street1": "157 TECHNOLOGY DR", "city": "IRVINE", "state": "CA", "zip": "92618", "phone": "9497886700"}, "mail-address": {"street1": "157 TECHNOLOGY DR", "city": "IRVINE", "state": "CA", "zip": "92618"}, "former-company": [{"former-conformed-name": "NEOTHERAPEUTICS INC", "date-changed": "19960819"}, {"former-conformed-name": "AMERICUS FUNDING CORP", "date-changed": "19920703"}]}
Spectrum Pharmaceuticals, Inc.
Table of Contents
As filed with the
Securities and Exchange Commission on October 19, 2004
Registration No. 333-_________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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
93-079187
(State or Other Jurisdiction of
(I.R.S. Employer
Incorporation or Organization)
Identification Number)
157 Technology Dr.
Irvine, California 92618
(Address of Principal Executive Offices including Zip Code)
SPECTRUM PHARMACEUTICALS, INC
2003 AMENDED AND RESTATED
INCENTIVE AWARD PLAN
(Full Title of the Plan)
Copy to:
Rajesh C. Shrotriya
Alan W. Pettis
Chief Executive Officer and President
Gavin Stuttard
Spectrum Pharmaceuticals, Inc.
Latham & Watkins LLP
157 Technology Drive
650 Town Center Drive, Twentieth Floor
Irvine, California 92618
Costa Mesa, California 92626
(949) 788-6700
(714) 540-1235
(Name, Address, Including Zip Code, and Telephone Number,
Including Area Code, of Agent for Service)
CALCULATION OF REGISTRATION FEE
Proposed
Proposed
Maximum
Amount
Maximum
Aggregate
Amount of
Title of Securities to
to be
Offering Price
Offering
Registration
be Registered
Registered
(1)
Per Share
(2)
Price
(2)
Fee
Common stock par value $0.001 per share
3,469,771
$
5.24
$
18,181,600.04
$
2,303.61
(1) In the event of a stock split, stock dividend, or similar transaction
involving the Registrant's common stock, in order to prevent dilution, the
number of shares registered shall automatically be increased to cover the
additional shares in accordance with Rule 416(a) under the Securities Act.
Includes  associated preferred stock purchase rights under the Company's
Rights Agreement dated as of December 13, 2000, as amended. Prior to the
occurrence of  certain events, the preferred stock purchase rights will not
be exercisable or evidenced separately from the Registrant's common stock.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h) under the Securities Act of 1933, as amended (the
"Securities  Act"), and represents the weighted average exercise price of
$5.28 as to previously granted options exercisable for 1,500,500 shares of
common stock and  $5.21, the average of the high and low sales prices of
the common stock, as reported on the NASDAQ Stock Market on October 14,
2004, as to 1,969,271 shares  available for future grants under the Plan.
Proposed issuances to commence as soon after the effective date of the Registration
Statement as practicable.
TABLE OF CONTENTS
PART I INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
Item 4. Description of Securities
Item 5. Interests of Named Experts and Counsel
Item 6. Indemnification of Directors and Officers
Item 7. Exemption from Registration Claimed
Item 8. Exhibits
Item 9. Undertakings
SIGNATURES
INDEX TO EXHIBITS
EXHIBIT 5.1
EXHIBIT 23.2
Table of Contents
INTRODUCTION
This Registration Statement on Form S-8 is filed by Spectrum
Pharmaceuticals, Inc. (the "Company") relating to [ ] shares of the Company's
common stock, par value $0.001 per share, issuable to eligible employees,
directors and consultants of the Company and its subsidiaries under the
Spectrum Pharmaceuticals, Inc. 2003 Amended and Restated Incentive Award Plan
(the "Plan").
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
We
are not filing or including in this Form S-8 in
accordance with the rules and regulations of the Securities and Exchange
Commission (the "Commission") the information called for
in Part I of Form S-8 (by incorporation by reference or otherwise).
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents which we filed with the Commission are
incorporated by reference into this registration statement:
(a)
Our annual report on Form 10-K for the fiscal year ended
December 31, 2003, filed on March 29, 2004, as amended by Form
10-K/A filed on April 29, 2004;
(b)
Our quarterly reports on Form 10-Q for the quarters ended
March 31, 2004 and June 30, 2004, filed on May 17, 2004 and August
16, 2004, respectively;
(c)
Our current reports on Form 8-K filed on April 21, 2004,
April 23, 2004, September 16, 2004 and October 6, 2004;
(d)
The description of our common stock contained in our
registration statement on Form 8-B filed with the Commission on June 27, 1997, pursuant to the
Securities Exchange Act of 1934, as amended (the "Exchange Act"),
as amended by the description of securities to be registered
contained in our registration statement on Form S-3, Registration
No. 333-115759, and including any subsequent amendments or
reports that may be filed for the purpose of amending such description; and
(e)
The description of our Rights to Purchase Series B Junior
Participating Preferred Stock contained in the Registration of
Certain Classes of Securities filed pursuant to Section 12(g) of the
Exchange Act on Form 8-A on December 26, 2000, including any
amendments or reports that may be filed for the purpose of updating such
description.
In addition, all documents which we file pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act 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, shall be deemed to be incorporated by
reference herein and to be a part of this registration statement from the date
of the filing of such documents. Any statement contained in a 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 in this registration statement, or in any
other subsequently filed document which also is or is deemed to be incorporated
by reference in this registration statement, modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this registration
statement.
The consolidated financial statements of the Company, incorporated by
reference in this registration statement from the Company's Annual Report on
Form 10-K as of December 31, 2002 and December 31, 2003 and for the fiscal
years then ended have been audited by Kelly
& Company, independent public accounting firm, as stated in their report,
which is incorporated herein by reference, and have
2
Table of Contents
been so incorporated in reliance upon the report of such firm given upon
their authority as experts in accounting and auditing.
The consolidated financial statements of the Company incorporated by
reference in this registration statement from the Company's Annual Report on
Form 10-K the fiscal year ended December 31,
2001 have been audited by Arthur Andersen LLP, independent public accountants,
as indicated in their report with respect thereto, and are included herein in
reliance upon the authority of said firm as experts in giving said report.
Arthur Andersen LLP has not consented to the inclusion of their report in the
registration statement and in reliance upon Rule 437a of the Securities Act we
have not therefore filed their consent. Because Arthur Andersen LLP has not
consented to the inclusion of their report in the registration statement, it
may become more difficult for you to seek remedies against Arthur Andersen LLP
in connection with any material misstatement or omission that may be contained
in our consolidated financial statements and schedules for such periods. In
particular, and without limitation, you will not be able to recover against
Arthur Andersen LLP under Section 11 of the Securities Act for any untrue
statement of a material fact contained in the financial statements audited by
Arthur Andersen LLP or any omission of a material fact required to be
stated
in those financial statements.
Item 4. Description of Securities.
The Company's Common Stock, par value $0.001 (the "Common Stock"), is
registered pursuant to Section 12 of the Exchange Act, and, therefore, the
description of securities is omitted in accordance with the rules and
regulations of the Commission.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Section 145(a) of the General Corporation Law of the State of Delaware
(the "DGCL") provides that a Delaware corporation may indemnify any person who
was or is a party or is threatened to be made a party to any threatened,
pending or completed action, suit or proceeding, whether civil, criminal,
administrative or investigative (other than an action by or in the right of the
corporation) by reason of the fact that such person is or was a director,
officer, employee or agent of the Company, or is or was serving at
the request of the Company as a director, officer, employee or agent
of another corporation or enterprise, against
expenses, judgments, fines and amounts paid in settlement actually and
reasonably incurred by such person in connection with such action, suit or
proceeding if he acted in good faith and in a manner he reasonably believed to
be in or not opposed to the best interests of the corporation, and, with
respect to any criminal action or proceeding, had no cause to believe his
conduct was unlawful.
Section 145(b) of the DGCL provides that a Delaware corporation may
indemnify any person who was or is a party or is threatened to be made a party
to any threatened, pending or completed action or suit by or in the right of
the corporation to procure a judgment in its favor by reason of the fact that
such person acted in any of the capacities set forth above, against expenses
actually and reasonably incurred by such person in connection with the defense
or settlement of such action or suit if he or she acted in good faith and in a
manner that he or she reasonably believed to be in or not opposed to the best
interests of the corporation, except that no indemnification may be made in
respect of any claim, issue or matter as to which such person shall have been
adjudged to be liable to the corporation unless and only to the extent that the
Court of Chancery or the court in which such action or suit was brought shall
determine that despite the adjudication of liability, but in view of all the
circumstances of the case, such person is fairly and reasonably entitled to be
indemnified for such expenses which the Court of Chancery or such other court
shall deem proper.
Section 145 of the DGCL further provides that to the extent a director or
officer of a corporation has been successful in the defense of any action, suit
or proceeding referred to in subsections (a) and (b) or in the defense of any
claim, issue or matter therein, he shall be indemnified against expenses
actually and reasonably incurred by him in connection therewith; that
indemnification provided for by Section 145 shall not be deemed exclusive of
any other rights to which the indemnified party may be entitled; and that the
corporation may purchase and maintain insurance on behalf of a director or
officer of the corporation against any liability asserted against such officer
or director and incurred by him or her in any such capacity or arising out of
his or her status as such, whether or not the corporation would have the power
to indemnify him or her against such liabilities under Section 145.
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Section 102(b)(7) of the DGCL provides that a certificate of incorporation
may include a provision which eliminates or limits the personal liability of a
director to the corporation or its stockholders for monetary damages
for breach of fiduciary duty as a director, except for liability (i) for
any breach of the director's duty of loyalty to the company or its
stockholders, (ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) under Section 174
of the DGCL, relating to prohibited dividends or distributions or the
repurchase or redemption of stock or (iv) for any transaction from which the
director derives an improper personal benefit. Our Certificate of
Incorporation includes such a provision. As a result of this provision, the
Company and its stockholders may be unable to obtain monetary damages from a
director for breach of his or her duty of care.
The bylaws of the Company provide for indemnification of the Company's
directors and officers to the fullest extent permitted by law. Insofar as
indemnification for liabilities under the Securities Act may be permitted to
directors, officers or controlling persons of the Company pursuant to the
Company's Certificate of Incorporation, bylaws and the DGCL, the Company has
been informed that in the opinion of the Commission such indemnification is
against public policy as expressed in such Act and is therefore unenforceable.
We have entered into indemnity agreements with each of our directors and
officers. These indemnity agreements require that the Company indemnify each
director and officer for amounts that he is or becomes obligated to pay because
of any claim or claims made against him by reason of the fact that he is or was
a director or officer of the Company, by reason of any action (or failure to
act) taken by him or any action (or failure to act) on his part while acting as
a director or officer of the Company, or by reason of the fact that he is or
was serving at the request of the Company as a director, officer,
employee or agent of another corporation or enterprise. Under the
DGCL, absent such an indemnity agreement, indemnification of a director or
officer is discretionary rather than mandatory (except in the case of a
proceeding in which a director or officer is successful on the merits). The
indemnity agreements require the Company to advance the expenses incurred by a
director or officer, upon receipt of his request, provided that the director or
officer undertakes to repay the advance to the extent that it is ultimately
determined that he is not entitled to be indemnified by the Company under the
provisions of the indemnity agreements, the bylaws of the Company, applicable
law or otherwise. Absent the indemnity agreements, indemnification that might
be made available to directors and officers could be changed by amendments to
the Company's Certificate of Incorporation and Bylaws.
We have a policy of liability insurance that insures the directors and
officers against the cost of defense, settlement or payment of a judgment
under certain circumstances.
Item 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Exhibits.
See Index to Exhibits on Page 7.
Item 9. Undertakings.
(a)
The undersigned registrant hereby undertakes:
(1)
To file, during any period in which offers or sales are being made, a
post-effective amendment to this 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 this 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. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the
total dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high
end of the estimated maximum offering range may be reflected
in the form of prospectus filed with the Commission pursuant
to Rule 424(b) if, in the aggregate, the changes in volume
4
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and
price represent no more than 20 percent change in the maximum
aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective 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 (a)(1)(i) and (a)(1)(ii) do not apply
if the information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed with or
furnished to the Commission by the registrant pursuant to Section 13 or
Section 15(d) of the Exchange Act that are incorporated by reference in
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.
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of
the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant'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.
(c) 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
registrant 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 of the registrant
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 registrant 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.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant, Spectrum Pharmaceuticals, Inc., a Delaware corporation, 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 Irvine, State of California, on this 18 day of October 2004.
SPECTRUM PHARMACEUTICALS, INC.
By:
/s/ Rajesh C. Shrotriya
Rajesh C. Shrotriya
Chairman, Chief Executive Officer and President
POWER OF ATTORNEY
Each person whose signature appears below hereby authorizes and appoints
Rajesh Shrotriya and Shyam Kumaria, or either of them, as attorneys-in-fact and
agents with full power of substitution and resubstitution, to sign on his
behalf, individually and in the capacities stated below, and to file any and
all amendments, including post-effective amendments, to this Registration
Statement and other documents in connection therewith, with the Commission,
granting to said attorneys-in-fact and agents full power and authority to
perform any other act on behalf of the undersigned required to be done in the
premises.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities as of October 18, 2004.
Signature
Title
/s/
Rajesh C. Shrotriya, M.D.
Rajesh C. Shrotriya, M.D.
Chairman, Chief Executive Officer, President and
Director (principal executive officer)
/s/
Shyam Kumaria
Shyam Kumaria
Vice President Finance (principal financial officer and
principal accounting officer)
/s/
Ann C. Kessler, Ph.D
Ann C. Kessler, Ph.D
Director
/s/
Armin M. Kessler
Armin M. Kessler
Director
/s/
Anthony E. Maida
Anthony E. Maida
Director
/s/
Dilip M. Mehta, M.D., Ph.D.
Dilip M. Mehta, M.D., Ph.D.
Director
/s/
Julius A. Vida, Ph.D.
Julius A. Vida, Ph.D.
Director
6
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INDEX TO EXHIBITS
EXHIBIT
4.1
Registration Rights Agreement dated as of November 19, 1999, by and among the
Registrant, Strong River Investments, Inc. and Montrose Investments Ltd. (Filed
as Exhibit 4.1 to Form 8-K, as filed with the Securities and Exchange Commission
on December 7, 1999, and incorporated herein by reference.)
4.2
Closing Warrant issued by the Registrant to Montrose Investments Ltd., dated as
of November 19, 1999. (Filed as Exhibit 4.1 to Form 8-K, as filed with the
Securities and Exchange Commission on December 7, 1999, and incorporated herein
by reference.)
4.3
Closing Warrant issued by the Registrant to Strong River Investments, Inc.,
dated as of November 19, 1999. (Filed as Exhibit 4.1 to Form 8-K, as filed with
the Securities and Exchange Commission on December 7, 1999, and incorporated
herein by reference.)
4.4
Warrant issued by the Registrant to Brighton Capital, Ltd., dated as of November
19, 1999. (Filed as Exhibit 4.14 to the Registration Statement on Form S-3 (No.
333-37180), as filed with the Securities and Exchange Commission on May 16,
2000, and incorporated herein by reference.)
4.5
Registration Rights Agreement dated as of February 25, 2000, by and among the
Registrant, Montrose Investments Ltd. and Strong River Investments, Inc. (Filed
as Exhibit 4.2 to Form 8-K, as filed with the Securities and Exchange Commission
on April 3, 2000, and incorporated herein by reference.)
4.6
Closing Warrant issued by the Registrant to Montrose Investments Ltd., dated as
of February 25, 2000. (Filed as Exhibit 4.3 to Form 8-K, as filed with the
Securities and Exchange Commission on April 3, 2000, and incorporated herein by
reference.)
4.7
Closing Warrant issued by the Registrant to Strong River Investments, Inc.,
dated as of February 25, 2000. (Filed as Exhibit 4.4 to Form 8-K, as filed with
the Securities and Exchange Commission on April 3, 2000, and incorporated herein
by reference.)
4.8
Warrant issued by the Registrant to Brighton Capital, Ltd., dated as of February
25, 2000. (Filed as Exhibit 4.15 to the Registration Statement on Form S-3 (No.
333-37180), as filed with the Securities and Exchange Commission on May 16,
2000, and incorporated herein by reference.)
4.9
Registration Rights Agreement dated as of April 6, 2000, by and among the
Registrant, Strong River Investments, Inc. and Montrose Investments, Ltd.
(Filed as Exhibit 4.2 to Form 8-K, as filed with the Securities and Exchange
Commission on April 21, 2000, and incorporated herein by reference.)
4.10
Class A Warrant issued by the Registrant to Montrose Investments Ltd., dated as
of April 6, 2000. (Filed as Exhibit 4.4 to Form 8-K, as filed with the
Securities and Exchange Commission on April 21, 2000, and incorporated herein by
reference.)
4.11
Class A Warrant issued by the Registrant to Strong River Investments, Inc.,
dated as of April 6, 2000. (Filed as Exhibit 4.5 to Form 8-K, as filed with the
Securities and Exchange Commission on April 21, 2000, and incorporated herein by
reference.)
4.12
Warrant issued by the Registrant to Brighton Capital, Ltd., dated as of April 6,
2000. (Filed as Exhibit 4.16 to the Registration Statement on Form S-3 (No.
333-37180), as filed with the Securities and Exchange Commission on May 16,
2000, and incorporated herein by reference.)
4.13
Registration Rights Agreement dated as of April 28, 2000, by and among the
Registrant, Royal Canadian Growth Fund and Dlouhy Investments Inc. (Filed as
Exhibit 4.2 to Form 8-K, as filed with the Securities and Exchange Commission on
May 25, 2000, and incorporated herein by reference.)
4.14
Warrant issued by the Registrant to Royal Canadian Growth Fund, dated as of
7
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EXHIBIT
May
1, 2000. (Filed as Exhibit 4.3 to Form 8-K, as filed with the Securities and
Exchange Commission on May 25, 2000, and incorporated herein by reference.)
4.15
Warrant issued by the Registrant to Dlouhy Investments Inc., dated as of May 1,
2000. (Filed as Exhibit 4.4 to Form 8-K, as filed with the Securities and
Exchange Commission on May 25, 2000, and incorporated herein by reference.)
4.16
Registration Rights Agreement dated as of September 21, 2000, by and among the
Registrant, Strong River Investments, Inc. and Montrose Investments Ltd. (Filed
as Exhibit 4.4 to Form 8-K, as filed with the Securities and Exchange Commission
on November 13, 2000, and incorporated herein by reference.)
4.17
Warrant issued by the Registrant to Montrose Investments Ltd., dated as of
September 21, 2000. (Filed as Exhibit 4.7 to Form 8-K, as filed with the
Securities and Exchange Commission on November 13, 2000, and incorporated herein
by reference.)
4.18
Warrant issued by the Registrant to Strong River Investments, Inc., dated as of
September 21, 2000. (Filed as Exhibit 4.8 to Form 8-K, as filed with the
Securities and Exchange Commission on November 13, 2000, and incorporated herein
by reference.)
4.19
Registration Rights Agreement dated as of September 29, 2000, by and among the
Registrant, Strong River Investments, Inc. and Montrose Investments Ltd. (Filed
as Exhibit 4.12 to Form 8-K, as filed with the Securities and Exchange
Commission on November 13, 2000, and incorporated herein by reference.)
4.20
Closing Warrant issued by the Registrant to Montrose Investments, Ltd., dated as
of September 29, 2000. (Filed as Exhibit 4.13 to Form 8-K, as filed with the
Securities and Exchange Commission on November 13, 2000, and incorporated herein
by reference.)
4.21
Closing Warrant issued by the Registrant to Strong River Investments, Inc.,
dated as of September 29, 2000. (Filed as Exhibit 4.14 to Form 8-K, as filed
with the Securities and Exchange Commission on November 13, 2000, and
incorporated herein by reference.)
4.22
Form of Warrants issued by the Registrant to Brighton Capital, Ltd., dated
between September 18, 2000 and May 18, 2001. (Filed as Exhibit 4.32 to Form
10-K, as filed with the Securities and Exchange Commission on April 2, 2002, and
incorporated herein by reference.)
4.23
Rights Agreement, dated as of December 13, 2000, between the Registrant and U.S.
Stock Transfer Corporation, as Rights Agent, which includes as Exhibit A thereto
the form of Certificate of Designation for the Series B Junior Participating
Preferred Stock, as Exhibit B thereto the Form of Rights Certificate and as
Exhibit C thereto a Summary of Terms of Stockholder Rights Plan. (Filed as
Exhibit 4.1 to Form 8-A12G, as filed with the Securities and Exchange Commission
on December 26, 2000, and incorporated herein by reference.)
4.24
Registration Rights Agreement dated as of December 18, 2000, by and between the
Registrant and Societe Generale. (Filed as Exhibit 4.4 to Form 8-K, as filed
with the Securities and Exchange Commission on December 28, 2000, and
incorporated herein by reference.)
4.25
Warrant issued by the Registrant to Societe Generale, dated as of December 18,
2000. (Filed as Exhibit 4.6 to Form 8-K, as filed with the Securities and
Exchange Commission on December 28, 2000, and incorporated herein by reference.)
4.26
Warrant issued by the Registrant to Brighton Capital, Ltd., dated as of December
18, 2000. (Filed as Exhibit 4.36 to Form 10-K, as filed with the Securities and
Exchange Commission on April 2, 2002, and incorporated herein by reference.)
4.27
Warrant issued by the Registrant to CroMedica Global, Inc., dated as of January
25, 2001. (Filed as Exhibit 4.37 to Form 10-K, as filed with the Securities and
Exchange Commission on April 2, 2002, and incorporated herein by reference.)
4.28
Warrant issued by the Registrant to IAT ReInsurance Syndicate Ltd., dated as of
March 8, 2001. (Filed as Exhibit 10.2 to Form 8-K, as filed with the Securities
8
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EXHIBIT
and Exchange Commission on March 14, 2001, and incorporated herein by
reference.)
4.29
Warrant issued by the Registrant to Montrose Investments Ltd., dated as of May
18, 2001. (Filed as Exhibit 4.1 to Form 8-K, as filed with the Securities and
Exchange Commission May 21, 2001, and incorporated herein by reference.)
4.30
Warrant issued by the Registrant to Strong River Investments, Inc., dated as of
May 18, 2001. (Filed as Exhibit 4.2 to Form 8-K, as filed with the Securities
and Exchange Commission on May 21, 2001, and incorporated herein by reference.)
4.31
Form of Warrant issued by the Registrant to Gruntal & Co., L.L.C., dated as of
August 10, 2001 (Filed as Exhibit 4.44 to form 10-K, as filed with the
Securities and Exchange Commission on April 2, 2002, and incorporated herein by
reference.)
4.32
Form of Warrants issued by the Registrant to Cantor Fitzgerald & Co, dated as of
December 6, 2001 and December 13, 2001. (Filed as Exhibit A to Schedule 1 to
Exhibit 1.1 to Form 8-K, as filed with the Securities and Exchange Commission on
October 24, 2001, and incorporated herein by reference.)
4.33
Warrant issued by the Registrant to Jefferies & Company, Inc., dated as of
December 13, 2001. (Filed as Exhibit 4.46 to Form 10-K, as filed with the
Securities and Exchange Commission on April 2, 2002, and incorporated herein by
reference.)
4.34
Form of Warrant issued by the Registrant to certain purchasers, dated as of
March 13, 2002. (Filed as Exhibit 4.47 to Form 10-K, as filed with the
Securities and Exchange Commission on April 2, 2002, and incorporated herein by
reference.)
4.35
Form of Warrant issued by the Registrant to certain purchasers, dated as of June
5, 2002. (Filed as Exhibit 4.1 to Form 8-K, as filed with the Securities and
Exchange Commission on June 7, 2002, and incorporated herein by reference.)
4.36
Form of Warrant issued by the Registrant to certain purchasers, dated as of June
7, 2002. (Filed as Exhibit 4.1 to Form 8-K, as filed with the Securities and
Exchange Commission on June 19, 2002, and incorporated herein by reference.)
4.37
Warrant Repurchase Agreement by and between the Registrant and BNC Bach
International, Ltd., dated as of July 31, 2002. (Filed as Exhibit 10.3 to Form
10-Q for the quarterly period ended September 30, 2002, as filed with the
Securities and Exchange Commission on November 13, 2002, and incorporated herein
by reference.)
4.38
Form of Warrant issued by the Registrant to five purchasers, dated as of
November 21, 2002, to purchase up to an aggregate of 107,870 shares of our
common stock. (Filed as Exhibit 4.1 to Form 8-K, as filed with the Securities
and Exchange Commission on November 26, 2002, and incorporated herein by
reference.)
4.39
Form of Warrant issued by the Registrant to certain purchasers, dated as of
December 13, 2002, to purchase up to an aggregate of 65,550 shares of our common
stock. (Filed as Exhibit 4.1 to Form 8-K, as filed with the Securities and
Exchange Commission on December 13, 2002, and incorporated herein by reference.)
4.40
Form of Warrant issued by the Registrant to three purchasers, dated as of
January 16, 2003, to purchase up to an aggregate of 55,555 shares of our common
stock. (Filed as Exhibit 4.1 to Form 8-K, as filed with the Securities and
Exchange Commission on January 17, 2003, and incorporated herein by reference.)
4.41
Form of Series D-1 Warrant. (Filed as Exhibit 4.1 to Form 8-K, as filed with
the Securities and Exchange Commission on May 16, 2003 and incorporated herein
by reference.)
4.42
Form of Series D-2 Warrant. (Filed as Exhibit 4.2 to Form 8-K, as filed with
the Securities and Exchange Commission on May 16, 2003 and incorporated herein
by reference.)
4.43
Series D-3 Warrant. (Filed as Exhibit 4.3 to Form 8-K, as filed with the
Securities and Exchange Commission on May 16, 2003 and incorporated herein by
reference.)
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EXHIBIT
4.44
Registration Rights Agreement dated as of May 7, 2003, by and among the
Registrant and the persons listed on Schedule 1 attached thereto. (Filed as
Exhibit 4.4 to Form 8-K, as filed with the Securities and Exchange Commission on
May 16, 2003 and incorporated herein by reference.)
4.45
Amendment No. 1 to the Rights Agreement dated as of December 13, 2000 by and
between the Registrant and U.S. Stock Transfer Corporation. (Filed as Exhibit
4.1 to Form 10-Q, as filed with the Securities and Exchange Commission on August
14, 2003, and incorporated herein by reference.)
4.46
Registration Rights Agreement dated as of August 13, 2003, by and among the
Registrant and the persons listed on Schedule 1 attached thereto. (Filed as
Exhibit 4.1 to Form 8-K, as filed with the Securities and Exchange Commission on
August 15, 2003 and incorporated herein by reference.)
4.47
Form of Series 2003-1 Warrant (Filed as Exhibit 4.2 to Form 8-K, as filed with
the Securities and Exchange Commission on August 15, 2003 and incorporated
herein by reference.)
4.48
Form of Series E-1 Warrant (Filed as Exhibit 4.1 to Form 8-K, as filed with the
Securities and Exchange Commission on September 30, 2003 and incorporated herein
by reference.)
4.49
Form of Series E-2 Warrant (Filed as Exhibit 4.2 to Form 8-K, as filed with the
Securities and Exchange Commission on September 30, 2003 and incorporated herein
by reference.)
4.50
Series E-3 Warrant (Filed as Exhibit 4.3 to Form 8-K, as filed with the
Securities and Exchange Commission on September 30, 2003 and incorporated herein
by reference.)
4.51
Registration Rights Agreement dated as of September 26, 2003, by and among the
Registrant and the persons listed on Schedule 1 attached thereto. (Filed as
Exhibit 4.4 to Form 8-K, as filed with the Securities and Exchange Commission on
September 30, 2003 and incorporated herein by reference.)
4.52
Amendment No. 2 to the Rights Agreement dated as of December 13, 2000 by and
between the Registrant and U.S. Stock Transfer Corporation. (Filed as Exhibit
4.1 to Form 10-Q, as filed with the Securities and Exchange Commission on May
17, 2004 and incorporated herein by reference.)
4.53
Amendment No. 3 to the Rights Agreement dated as of December 13, 2000 by and
between the Registrant and the U.S. Stock Transfer Corporation. (Filed as
Exhibit 4.2 to Form 10-Q, as filed with the Securities and Exchange Commission
on May 17, 2004 and incorporated herein by reference.)
4.54
Warrant issued by the Registrant to a consultant, dated as of September 17,
2003. (Filed as Exhibit 4.3 to Form 10-Q, as filed with the Securities and
Exchange Commission on May 17, 2004 and incorporated herein by reference.)
4.55
Warrant issued by the Registrant to a consultant, dated as of April 21, 2004.
(Filed as Exhibit 4.4 to Form 10-Q, as filed with the Securities and Exchange
Commission on May 17, 2004 and incorporated herein by reference.)
4.56
Investor Rights Agreement, dated as of April 20, 2004, by and among the
Registrant and the persons listed on Schedule 1 attached thereto. (Filed as
Exhibit 4.1 to Form 8-K, as filed with the Securities and Exchange Commission on
April 23, 2004, and incorporated herein by reference.)
4.57
Form of Warrant, dated as of April 21, 2004. (Filed as Exhibit 4.2 to Form 8-K,
as filed with the Securities and Exchange Commission on April 23, 2004, and
incorporated herein by reference.)
5.1+
Opinion of Latham & Watkins LLP
10.1
Spectrum Pharmaceuticals, Inc. 2003 Amended and Restated Incentive Award Plan
(Filed as Annex to the Definitive Proxy Statement dated June 4, 2004, as filed
with the Securities and Exchange Commission on June 7, 2004 and incorporated
herein by reference.)
23.1+
Consent of Latham & Watkins LLP (included in Exhibit 5.1)
23.2+
Consent of Kelly & Company
10
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EXHIBIT
24+
Power of Attorney (included in the signature page to this Registration Statement)
+ Filed herewith
11