Company Name: Peregrine Pharmaceuticals, Inc. (Recon.)
Public Availability Date: September 29, 2004Document Sections:
INQUIRY LETTER
STAFF REPLY LETTER [INQUIRY LETTER]
August 27, 2004 U.S. Securities and Exchange Commission
Division of Corporation Finance
Office of Chief Counsel
450 Fifth Street, N.W.
Washington, D.C. 20549 Re: Response of the Office of Chief Counsel Division of Corporate Finance
Re: Response to Stockholder Proposal Exclusion Document Submitted in Behalf of
Peregrine Pharmaceuticals by the Law Offices of Snell & Wilmer, Dated June 17,
2004 Dear Ladies and Gentlemen: I would like to thank you all for confirming that the contempt that I harbor for
those associated with the Security and Exchange Commission is justified. I have
received notification from Peregrine Pharmaceuticals that all of my wife's and I
`shareholder' proposals have been rejected based upon Rule 14a-8(c).
Anyone remember this text? Plain-English Question & Answer Format
Our revision of the rule to create a more understandable Question & Answer
format should help decrease the time and expense incurred by both shareholders
and companies attempting to comply with its provisions. Companies frequently
consult with legal counsel in preparing no-action submissions under rule 14a-8.
The rule's added clarity may obviate the need for a shareholder or company to
consult with counsel, depending on the issues raised by the submission. Under
some circumstances, however, companies' submissions must include supporting
opinions of counsel. Its from your own website http://www.sec.gov/rules/final/34-40018.htm It was
part of revisions and changes to Regulation 14A adopted May 21, 1998.
You're continued interpretation and enforcement of Rule 14a-8(c) is flawed based
upon the actions taken in 1998. Take a look at Regulation 14A on your own
website. http://www.sec.gov/about/forms/reg14a.pdf The Regulation does not
include a specified definition of `shareholder' within Section 14a-1 -
Definitions. The Regulation also does not include a definition of `Joint
Tenants'. The Regulation does not specifically state that shares held under
`Joint Tenants' classification would be treated in a manner INCONSISTENT with
the actual definition of term. Let's exam this further. By PLAIN ENGLISH definition, `Joint Tenants' is the
united (made one, combined) activity of two or more who holds or possesses real
estate or property. By PLAIN ENGLISH definition, a `Shareholder' is one that
holds or owns a share in property. Without further clarification and definition
within the Regulation itself, it is improper by PLAIN ENGLISH definition to view
jointly owned property in the same manner as individually owned property.
Also, using your flawed interpretation, I would be able to get 2000 individuals
to chip in a buck apiece and buy $2000 of stock in a company and place the stock
under `Joint Tenants' with all 2000 individual's names as owners. Under your
flawed interpretation, each and every one of those 2000 individuals would be
justified to submit a unique shareholder proposal, or 2000 proposals while only
holding $2000 of stock. According to your interpretation, all 2000 individuals
hold $2000 worth of stock. BASED UPON YOUR CURRENT ENFOREMENT, WHAT REGULATION WOULD PREVENT THE 2000
PROPOSALS FROM BEING APPROPRIATE? Then, its apparent that the laws of many states, including Delaware (company's
state of incorporation) and Pennsylvania (state of residence) were not reviewed
in regard to `Tenants by the Entireties'. Tenants by the Entireties states that
two married persons really constitute only one `person' in the eyes of the law.
Had you reviewed precedent, you would find that a married couple's brokerage
account that was opened in both names with both signatures on the account
documentation has standing under `Tenants by the Entireties'.
Regulation 14A was significantly modified in 1998. Your exclusion of the
shareholder proposals based upon 1976 precedent is IMPROPER. Do your job!!!
Review the current regulation. Review the current laws. Make a ruling that
considers all points addressed above and if nothing else, date it 2004! If you
make the same finding, you may want to actually update Regulation 14A to address
the handling of joint and individual accounts and provide a PLAIN ENGLISH
definition of `Shareholder'. /s/ Christopher C. Smith
PO Box 321
103 Cedar Street
Cornwall, PA 17016
717-274-5032 [STAFF REPLY LETTER]
September 29, 2004 Christopher C. Smith
P.O. Box 321
103 Cedar Street
Cornwall, PA 17016 Re: Peregrine Pharmaceuticals, Inc. Incoming letter dated August 27, 2004
Dear Mr. Smith: This is in response to your letter dated August 27, 2004 concerning the
shareholder proposals submitted to Peregrine Pharmaceuticals by Christopher
Smith, Susan Smith, and Christopher and Susan Smith, as joint tenants. On August
25, 2004, we issued our response expressing our informal view that Peregrine
Pharmaceuticals could exclude the proposals from its proxy materials for its
upcoming annual meeting. After reviewing the information contained in your letter, we find no basis to
reconsider our position. Sincerely, /s/
Martin P. Dunn
Deputy Director Enclosures cc: Mark R. Ziebell
Snell & Wilmer L.L.P.
1920 Main Street, Suite 1200
Irvine, CA 92614-7230
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