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 5, 2006
PEREGRINE
PHARMACEUTICALS, INC.
(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, 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)
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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
1.01
ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On
May 5,
2006, the Compensation Committee of the Board of Directors of Peregrine
Pharmaceuticals, Inc. (the “Registrant”) adopted a resolution to amend a
provision of that certain Incentive Stock Bonus Plan (the “Stock Bonus Plan”), a
written description of which was previously disclosed in our Current Report
on
Form 8-K filed with the Securities and Exchange Commission on February 16,
2006.
As
originally approved by the Compensation Committee, the Stock Bonus Plan provided
that shares of stock earned by participants in the Stock Bonus Plan upon the
attainment of a particular milestone would be issued quarterly beginning April
2006. The Compensation Committee approved, on May 5, 2006, an amendment to
the
Stock Bonus Plan that allows our executive officers (as determined under Section
16 of the Securities Exchange Act of 1934, as amended) to defer the physical
receipt of any shares of common stock earned under the Stock Bonus Plan during
2006 until the beginning of 2007. As such, with respect to each earned stock
bonus under the Stock Bonus Plan, such executive officers will continue to
timely file a Form 4 to report the acquisition of beneficial ownership of shares
of common stock; however, they will not be physically issued such shares until
the year 2007, so that at such time they can sell one block of shares to cover
their respective mandatory income tax withholding requirements. Under this
amendment, the number of shares or milestones associated with earning shares
under the Stock Bonus Plan have not been modified.
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.
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PEREGRINE
PHARMACEUTICALS, INC.
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| Date: May 11, 2006 | By: | /s/ Steven W. King |
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Steven
W. King
President and CEO,
Director
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