As filed
with the Securities and Exchange Commission on May 11, 2005
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the
Securities
Exchange Act of 1934
Date of
Report (Date of earliest event reported):
May 11, 2005
(Exact
name of registrant as specified in its charter)
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Delaware |
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0-17085 |
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95-3698422 |
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(State
of other jurisdiction
of
incorporation) |
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(Commission
File Number) |
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(IRS
Employer
Identification
No.) |
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14272
Franklin Avenue, Suite 100, Tustin, California
92780 | ||||
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(Address
of Principal Executive Offices) | ||||
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Registrant’s
telephone number, including area code: (714)
508-6000 | ||||
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Not
Applicable | ||||
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(Former
name or former address, if changed since last
report) | ||||
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2 below):
o
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425).
o
Soliciting
material pursuant to Rule 14A-12 under the Exchange Act (17 CFR
240.14a-12)
o
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR.14d-2(b))
o
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item
8.01. Other
Events.
On May
11, 2005, Peregrine Pharmaceuticals, Inc., (the “Registrant”) issued and sold
3,125,000 shares of its common stock (the “Shares”) for net proceeds of
$3,000,000, pursuant to an effective shelf Registration Statement on Form S-3
(No. 333-121450) and a Prospectus Supplement dated May 11, 2005 to a Prospectus
dated December 20, 2005. The Shares were sold to one “accredited investor” as
that term is defined in Rule 501(a) promulgated under the Securities Act of
1933, as amended. The Registrant did not issue any warrants or pay any
commissions in connection with the sale of the Shares.
Item
9.01. Financial
Statements and Exhibits.
(c) Exhibits.
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5.1 |
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Opinion
of Snell & Wilmer LLP |
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23.1 |
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Consent
of Snell & Wilmer LLP (reference is made to Exhibit 5.1)
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SIGNATURE
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.
| PEREGRINE PHARMACEUTICALS, INC. | ||
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| Date: May 11, 2005 | By: | /s/ STEVEN W. KING |
| Steven W. King, | ||
| President and Chief Executive Officer | ||
EXHIBIT
5.1
OPINION
OF COUNSEL
Snell
& Wilmer LLP
1920 Main
Street
Suite
1200
Irvine,
California 92614-7230
TELEPHONE:
(949) 253-2700
FACSIMILE:
(949) 955-2507
May 11,
2005
Peregrine
Pharmaceuticals, Inc.
14272
Franklin Avenue, Suite 100
Tustin,
California 92780-7017
Re: Registration
Statement on Form S-3 No. 333-121450
Peregrine
Pharmaceuticals, Inc., Common Stock, par value $.001 per share
Ladies
and Gentlemen:
We are
counsel for Peregrine Pharmaceuticals, Inc., a Delaware corporation (the
"Company"), in connection with the preparation and filing of the Registration
Statement on Form S-3, Registration No. 333-121450 (the "Registration
Statement") with the Securities and Exchange Commission (the "Commission") under
the Securities Act of 1933, as amended (the “Securities Act”), which
Registration Statement was declared effective on January 12, 2005, and in
connection with the sale by the Company of 3,125,000 shares of the Company’s
common stock (the “Shares”), par value $.001 per share, under the Registration
Statement. A prospectus supplement in connection with the sale and issuance of
the Shares was filed by the Company with the Commission in accordance with Rule
424(b)(2) of the Securities Act on May 11, 2005.
We have
examined the Registration Statement and such instruments, documents, and records
that we deemed relevant and necessary for the basis of this opinion, and we have
also examined and relied on representations, statements or certificates of
public officials and officers and representatives of the Company. In this
examination, we have assumed (a) the authenticity of original documents and the
genuineness of all signatures; (b) the conformity to the originals of all
documents submitted to us as copies; and (c) the truth, accuracy, and
completeness of the information, representations and warranties contained in the
records, documents, instruments, and certificates we have reviewed.
Based on
this examination, we are of the opinion that the Shares are duly authorized,
validly issued, fully paid and nonassessable.
We hereby
consent to the filing of this opinion as an exhibit to the current report on
Form 8-K and any amendment thereto, and to the reference to our firm in the
Prospectus under the heading “Legal Matters.” In giving this consent, we do not
admit that we are “experts” within the meaning of that term as used in the
Securities Act, or the rules and regulations of the Commission issued
thereunder, with respect to any part of the Registration Statement, including
this opinion as an exhibit or otherwise.
Very
truly yours,
/S/
SNELL & WILMER LLP
SNELL
& WILMER LLP