- Amended Statement of Ownership: Solicitation (SC 14D9/A)
20 Avril 2012 - 11:33PM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
SCHEDULE 14D-9
(Rule 14d-101)
Solicitation/Recommendation Statement
Under Section 14(d)(4) of the Securities Exchange Act of 1934
(Amendment No. 1)
ALLOS
THERAPEUTICS, INC.
(Name of Subject Company)
ALLOS THERAPEUTICS, INC.
(Name of Persons Filing Statement)
Common Stock, par value $0.001 per
share
(Title of Class of Securities)
019777101
(CUSIP Number of Class of Securities)
Paul Berns
Chief Executive Officer
11080 CirclePoint Road, Suite 200
Westminster, CO 80020
(303) 426-6262
(Name, address and telephone number of persons authorized to receive
notices and communications on behalf of the persons filing statement)
With copies to:
Joshua M. Dubofsky
Latham & Watkins LLP
140 Scott Drive
Menlo Park, California 94025-3656
(650) 328-4600
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Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.
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This Amendment No. 1 (this Amendment) amends and supplements the
Solicitation/Recommendation Statement on Schedule 14D-9 initially filed with the Securities and Exchange Commission (the SEC) on April 13, 2012 (as the same may further be amended or supplemented from time to time, the
Schedule 14D-9), by Allos Therapeutics, Inc., a Delaware corporation (the Company), relating to the tender offer disclosed in a Tender Offer Statement on Schedule TO, dated April 13, 2012 (the Schedule TO),
filed by Sapphire Acquisition Sub, Inc., a Delaware corporation (Purchaser) and a wholly owned subsidiary of Spectrum Pharmaceuticals, Inc., a Delaware corporation, pursuant to which Purchaser is offering to purchase all outstanding
shares of common stock, par value $0.001 per share (including the associated rights to purchase shares of Series A Junior Participating Preferred Stock, the Shares), of the Company, at a purchase price of $1.82 per share, plus one
contingent value right to receive additional consideration of $0.11 per Share in cash upon the achievement of specified milestones, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated April 13, 2012, and in
the related Letter of Transmittal.
All information in the Schedule 14D-9 is incorporated into this Amendment by reference, except that such
information is hereby amended to the extent specifically provided herein.
This Amendment is being filed to add the following exhibit:
Item 9.
Exhibits.
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Exhibit
Number
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Description
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(a)(3)
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Press Release issued by the Company on April 20, 2012 (incorporated by reference to Exhibit 99.1 to the Companys Current Report on Form 8-K filed with the SEC on April
20, 2012).
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SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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ALLOS THERAPEUTICS, INC.
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By:
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/s/ David C. Clark
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Name:
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David C. Clark
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Title:
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Vice President, Finance and
Treasurer
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Dated: April 20, 2012
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EXHIBIT INDEX
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Exhibit
Number
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Description
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(a)(3)
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Press Release issued by the Company on April 20, 2012 (incorporated by reference to Exhibit 99.1 to the Companys Current Report on Form 8-K filed with the SEC on April
20, 2012).
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