1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A X Quarterly report pursuant to Section 13 or 15(d) of the Securities - - - ----- Exchange Act of 1934. For the quarterly period ended March 31, 2000 Transition report pursuant to Section 13 or 15(d) of the Securities - - - ----- Exchange Act of 1934. For the transition period from ___________to _________. Commission File Number 0 19777 10 1 ALLOS THERAPEUTICS, INC. (Exact name of Registrant as specified in its charter) DELAWARE 54-1655029 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 7000 NORTH BROADWAY, SUITE 400 DENVER, COLORADO 80221 (303) 426-6262 (Address, including zip code, and telephone number, including area code, of principal executive offices) Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ] As of March 31, 2000, there were 22,837,151 shares of the Registrant's Common Stock outstanding, par value $0.001 per share. This quarterly report of Form 10-Q/A consists of 4 pages. 2 ALLOS THERAPEUTICS, INC. FORM 10-Q/A INDEX PAGE NUMBER ------ PART II. Other Information .................................... 3 ITEM 2. Changes in Securities ............................ 3 SIGNATURES ..................................................... 4 Page 2 of 4 3 PART II. OTHER INFORMATION ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS. On March 31, 2000, we completed an initial public offering (the "Offering") of our Common Stock, $0.001 par value. The managing underwriters in the Offering were SG Cowen Securities Corporation, Prudential Securities Incorporation and U.S. Bancorp Piper Jaffray Inc. (the "Underwriters"). The shares of Common Stock sold in the Offering were registered under the Securities Act of 1933, as amended, on a Registration Statement on Form S-1 (the "Registration Statement") (Reg. No. 333-95439) that was declared effective by the Securities and Exchange Commission on March 27, 2000. We registered 5,750,000 shares of Common Stock for our own account for an aggregate offering price of $103.5 million and sold 5,000,000 shares of Common Stock for an aggregate sales price of $90.0 million. The Offering commenced on March 27, 2000 and terminated on April 26, 2000 following the expiration of the Underwriters' over-allotment option. In connection with the Offering, we incurred total expenses of $7.3 million, including underwriting discounts and commissions of $6.3 million and other expenses of approximately $1.0 million. No expenses were direct or indirect payments to our directors, officers or their associates, or to persons owning ten percent (10%) or more of any class of our equity securities. After expenses, our net proceeds from the Offering were approximately 82.7 million. All of the proceeds were invested in short-term marketable securities as of March 31, 2000. We expect to use the net proceeds from the Offering for research and development, working capital and other general corporate purposes. Page 3 of 4 4 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, (the "Exchange Act") the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. Date: July 26, 2000 ALLOS THERAPEUTICS, INC. /s/ Stephen J. Hoffman ----------------------------------------------- Stephen J. Hoffman, PhD, MD President and Chief Executive Officer /s/ Michael E. Hart ----------------------------------------------- Michael E. Hart Chief Financial Officer and Sr. Vice President, Operations /s/ Paulette M. Wilson ----------------------------------------------- Paulette M. Wilson Controller Page 4 of 4