1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 -------------------- FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND EXCHANGE ACT OF 1934 February 5, 2001 Date of Report (Date of earliest event reported) -------------------- NEOTHERAPEUTICS, INC. (Exact name of registrant as specified in its charter) DELAWARE 000-28782 93-0979187 - ---------------------------- ------------ ---------------------- (State or other Jurisdiction (Commission (IRS Employer of Incorporation) File Number) Identification Number) 157 TECHNOLOGY DRIVE IRVINE, CALIFORNIA 92618 - ---------------------------------------- ---------------------- (Address of principal executive offices) (Zip Code) (949) 788-6700 (Registrant's telephone number, including area code) N/A (Former Name or Former Address, if Changed Since Last Report) 2 ITEM 5. OTHER EVENTS On February 5, 2001, NeoTherapeutics, Inc. ("NeoTherapeutics") issued 1,627,756 shares of common stock to an institutional investor for aggregate consideration of $3,500,000. The shares were issued pursuant to an effective Registration Statement on Form S-3. The purchase price per share was determined on the basis of a negotiated discount to the market price. The foregoing description is qualified in its entirety by reference to the Stock Purchase Agreement, dated as of January 31, 2001, by and between the Registrant and Amro International S.A., a copy of which is attached hereto as Exhibit 10.1. ITEM 7. EXHIBITS Exhibits - -------- 10.1 Stock Purchase Agreement dated as of January 31, 2001, by and between Registrant and Amro International S.A. 99.1 Press Release dated February 15, 2001. 2 3 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. NEOTHERAPEUTICS, INC. Date: February 15, 2001 By: /s/ Samuel Gulko --------------------------------- Name: Samuel Gulko Title: Chief Financial Officer 3 4 EXHIBIT INDEX EXHIBIT NUMBER DESCRIPTION - ------- ----------- 10.1 Stock Purchase Agreement dated as of January 31, 2001, by and between Registrant and Amro International S.A. 99.1 Press Release dated February 15, 2001.