As filed with the Securities and Exchange Commission on July 25, 2013 Registration No. 333-126877
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-8
REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933
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TALON THERAPEUTICS, INC.
(Exact name of registrant as specified in its charter)
Delaware | 400 Oyster Point Blvd., Suite 200 | 32-0064979 |
(State or other jurisdiction of | South San Francisco, CA 94080 | (I.R.S. Employer |
Incorporation or organization) | (Address of principal executive offices) | Identification No.) |
_______________________________
Common Stock Options Issued Outside of Any Plan
between November 1, 2003 and June 1, 2004
(Full title of the Plan)
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Kurt A. Gustafson Chief Financial Officer Talon Therapeutics, Inc. c/o Spectrum Pharmaceuticals, Inc. 11500 S. Eastern Ave., Suite 240 Henderson, NV 89052 (702) 835-6300 (Name and address of agent for service) | Copies to: Shivbir S. Grewal, Esq. Marc G. Alcser, Esq. Stradling Yocca Carlson & Rauth, P.C. 660 Newport Center Drive, Suite 1600 Newport Beach, CA 92660 (949) 725-4000 |
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer ☐ Accelerated filer ☐
Non-accelerated filer ☐ (Do not check if a smaller reporting company) Smaller reporting company ☑
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EXPLANATORY NOTE
Talon Therapeutics, Inc. (the “Company”) filed a Registration Statement on Form S-8 (No. 333-126877) (the “Registration Statement”) with the Securities and Exchange Commission on July 26, 2005, covering 988,296 shares of its common stock, par value $0.001 per share, for issuance under stock options issued outside of any Company plan between November 1, 2003 and June 1, 2004. On July 17, 2013, pursuant to that certain Stock Purchase Agreement, dated July 16, 2013, by and among Spectrum Pharmaceuticals, Inc., a Delaware corporation (“Parent”), Eagle Acquisition Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent, and the Company, the Company through a merger became a wholly-owned subsidiary of Parent. As a result of the transactions contemplated thereby, the Company has terminated all offerings of the Company’s securities pursuant to the Registration Statement.
This Post-Effective Amendment to the Registration Statement is being filed to deregister, as of the effectiveness of this post-effective amendment, all unsold shares of common stock, the sale of which was registered under the Registration Statement.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant 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 Post-Effective Amendment No. 1 to Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Henderson, State of Nevada, on July 25, 2013.
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Talon Therapeutics, Inc.
By: /s/ Kurt A. Gustafson Kurt A. Gustafson Chief Financial Officer |
No other person is required to sign this Post-Effective Amendment in reliance upon Rule 478 under the Securities Act.
