Delaware
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95-3698422
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(State or other jurisdiction of
of incorporation or organization)
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(IRS Employer
Identification No.)
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14282 Franklin Avenue
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Tustin, California
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92780-7017
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(Address of principal executive offices)
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(Zip Code)
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Large accelerated filer
o
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Accelerated filer
x
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Non-accelerated filer
o
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Smaller reporting company
o
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(Do not check if a smaller
reporting company)
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Title of Securities to be Registered
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Amount to be Registered
(1)
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Proposed Maximum Offering Price Per Share
(2)
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Proposed Maximum Aggregate Offering Price
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Amount of Registration Fee
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Common Stock, $0.001 par value
To be issued under the 2011 Stock Incentive Plan
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3,500,000 shares
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$1.20
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$4,200,000
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$481
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TOTAL
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3,500,000 shares
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$4,200,000
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$481
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(1)
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Pursuant to Rule 416(a) under the Securities Act of 1933, as amended, this Registration Statement shall also cover any additional shares of common stock that may become issuable under the 2011 Stock Incentive Plan by reason of any stock dividend, stock split, recapitalization or similar adjustments.
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(2)
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Estimated solely for purposes of calculating the registration fee pursuant to Rules 457(c) and 457(h) based upon the average of the high and low sales prices of the Company's common stock as reported on the Nasdaq Capital Market on December 7, 2011.
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Page | |
PART I
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3 |
PART II
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3 |
Item 3. Incorporation of Documents by Reference.
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3 |
Item 4. Description of Securities.
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3 |
Item 5. Interests of Named Experts and Counsel.
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4 |
Item 6. Indemnification of Directors and Officers.
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4 |
Item 7. Exemption from Registration Claimed.
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4 |
Item 8. Exhibits.
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4 |
Item 9. Undertakings.
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5 |
SIGNATURES
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6 |
INDEX TO EXHIBITS
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7 |
EX-4.19
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EX-4.20
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EX-5.1
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EX-23.1
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EX-23.2
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EX-24.1
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1.
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The Company’s Annual Report on Form 10-K for the fiscal year ended April 30, 2011, as filed with the SEC on July 14, 2011.
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2.
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The Company's Definitive Proxy Statement with respect to the 2011 Annual Meeting of Stockholders held on October 20, 2011, as filed with the SEC on August 26, 2011.
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3.
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The Company’s Quarterly Report on Form 10-Q for the quarterly periods ended July 31, 2011 and October 31, 2011, as filed with the SEC on September 9, 2011 and December 12, 2011, respectively.
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4.
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The Company’s Current Reports on Form 8-K filed on July 14, 2011, August 24, 2011, September 2, 2011, September 9, 2011,October 20, 2011,November 22, 2011, December 6, 2011, and December 12, 2011.
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5.
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The description of the Company’s Common Stock, $0.001 par value (the “Common Stock”), is contained in the Company’s Registration Statements on Form 8-A and Form 8-B (Registration of Successor Issuers) including any amendments or reports filed for the purpose of updating such information.
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a.
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The undersigned registrant hereby undertakes:
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(1)
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To file, during any period in which offers of sales are being made, a post-effective amendment to this registration statement:
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(i)
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To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;
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(ii)
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To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. 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 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.
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(iii)
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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;
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(2)
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That, for the purpose of determining any liability under the Securities Act of 1933, 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.
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(3)
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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.
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b.
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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.
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c.
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Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. 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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SIGNATURE | TITLE | DATE | |||
/s/ Steven W. King | President, Chief Executive | December 12, 2011 | |||
Steven W. King | Officer, and Director | ||||
/s/ Paul J. Lytle | Chief Financial Officer and | December 12, 2011 | |||
Paul J. Lytle |
Corporate Secretary(signed both
as an officer duly authorized to
sign on behalf of the Registrant
as Principal Financial Officer and
Principal Accounting Officer)
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/s/ Carlton M. Johnson | Director | December 12, 2011 | |||
Carlton M. Johnson
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/s/ Eric S. Swartz
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Director | December 12, 2011 | |||
Eric S. Swartz | |||||
/s/ David H. Pohl
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Director | December 12, 2011 | |||
David H. Pohl
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Exhibit Number
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Exhibit
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4.19
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2011 Stock Incentive Plan (Incorporated by reference to Exhibit A to Registrant's Definitive Proxy Statement filed with the SEC on August 26, 2011)
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4.20
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Form of Stock Option Award Agreement under 2011Stock Incentive Plan
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5.1
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Opinion of Counsel
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23.1
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Consent of Independent Registered Public Accounting Firm
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23.2
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Consent of Counsel (included in Exhibit 5.1)
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24.1
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Power of Attorney (included in this Registration Statement under “Signatures”)
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Peregrine Pharmaceuticals, Inc.
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By:
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Name:
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Date |
Title:
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Optionee
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Re:
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Registration Statement on Form S-8
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Peregrine
Pharmaceuticals, Inc. Common Stock, $0.001 par value per share
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Very truly yours,
/s/ Snell & Wilmer L.L.P.
Snell & Wilmer L.L.P
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