Attached files
| file | filename |
|---|---|
| 8-K - FORM 8-K - SPECTRUM PHARMACEUTICALS INC | c09557e8vk.htm |
| EX-3.1 - EXHIBIT 3.1 - SPECTRUM PHARMACEUTICALS INC | c09557exv3w1.htm |
| EX-4.1 - EXHIBIT 4.1 - SPECTRUM PHARMACEUTICALS INC | c09557exv4w1.htm |
EXHIBIT 3.2
Certificate Eliminating Series of Preferred Stock
From the
Certificate of Incorporation
of
Spectrum Pharmaceuticals, Inc.
From the
Certificate of Incorporation
of
Spectrum Pharmaceuticals, Inc.
(Pursuant to Section 151(g) of the Delaware General Corporation Law)
Spectrum Pharmaceuticals, Inc. (the “Corporation”), a corporation organized and existing under
and by virtue of the General Corporation Law of the State of Delaware (the “DGCL”), does herby
certify:
1. The name of the Corporation is Spectrum Pharmaceuticals, Inc.
2. The series of shares of preferred stock of the Corporation to which this certificate
relates are the Series B Junior Participating Preferred Stock.
3. The powers, designations, preferences, and the relative, participating, optional, or other
rights, and the qualifications, limitations, and restrictions of the Corporation’s Series B Junior
Participating Preferred Stock were provided for in resolutions adopted by the Board of Directors of
the Corporation pursuant to the authority expressly vested in it by the provisions of the
Certificate of Incorporation of the Corporation. A Certificate setting forth such resolutions have
been heretofore filed with the Secretary of State of Delaware pursuant to the provisions of Section
151(g) of the DGCL.
4. No shares of the Corporation’s Series B Junior Participating Preferred Stock are
outstanding.
5. The Board of Directors of the Corporation has adopted the following resolutions:
WHEREAS, in connection with a rights agreement dated as of December 12, 2000,
between Spectrum Pharmaceuticals, Inc. (the “Company”) and Computershare
Trust Company, N.A. (formerly U.S. Stock Transfer Corporation), as amended from time
to time (the “2000 Rights Agreement”), the Company filed a Certificate of
Designation, Preferences and Privileges creating a series of preferred stock termed
the Series B Junior Participating Preferred Stock; and |
WHEREAS, on December 13, 2010, the 2000 Rights Agreement terminates according
to its terms.
NOW, THEREFORE, BE IT RESOLVED, that on the date hereof no shares of the
Company’s Series B Junior Participating Preferred Stock are outstanding and that no
shares of the Series B Junior Participating Preferred Stock will be issued subject
to the Certificate of
Designation, Preferences and Privileges previously filed with respect to the
Series B Junior Participating Preferred Stock.
RESOLVED FURTHER, that, if on December 13, 2010, the foregoing resolutions
remain true, the appropriate officers of the Company are directed to file with the
Secretary of State of the State of Delaware, on or after December 13, 2010, a
certificate pursuant to DGCL § 151(g) setting forth the foregoing resolutions in
order to eliminate from the Company’s Amended Certificate of Incorporation all
matters set forth in the previously filed Certificate of Designation, Preferences
and Privileges with respect to the Series B Junior Participating Preferred Stock.
IN WITNESS WHEREOF, this Certificate is executed on this 9th day of December, 2010.
| /s/ Shyam Kumaria | ||||||
| Name: | Shyam Kumaria | |||||
| Title: | Senior Vice President, Finance | |||||