As filed with the Securities and Exchange Commission on June 17, 2002
Registration No. 333-93835
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________
Post Effective Amendment No. 1 to
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
________________
CELL THERAPEUTICS, INC.
(Exact name of Registrant as specified in its charter)
Washington 501 Elliott Avenue West #400 91-1533912
(State or other jurisdiction of Seattle, Washington 98119 (IRS Employer
incorporation or organization) (206) 282-7100 Identification Number)
(Address, including zip code, and telephone number,
including area code, of Registrant's principal executive offices)
_____________________
James A. Bianco, M.D.
President, Chief Executive Officer
Cell Therapeutic, Inc.
501 Elliott Avenue West #400
Seattle, Washington 98119
(206) 282-7100
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
_________________
Copies to:
Michael J. Kennedy, Esq.
Karen A. Dempsey, Esq.
Wilson Sonsini Goodrich & Rosati
Professional Corporation
One Market, Spear Street Tower, Suite 3300
San Francisco, California 94105
(415) 947-2000
__________________
Approximate date of commencement of proposed sale to the public: As soon as
practicable after the effective date of this Registration Statement.
If the only securities being registered on this Form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box.
[_]
If any of the securities being registered on this form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. [_]
If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, please check the following box and
list the Securities Act registration statement number of the earlier
effective registration statement for the same offering.[_]
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering.[_]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box.[_]
On December 30, 1999, Cell Therapeutics, Inc. (the "Company") filed its
Registration Statement on Form S-3 (File No. 333-93835), covering 6,198,087
shares of the Company's common stock to be sold by certain shareholders of the
Company. On May 19, 2000, the Securities and Exchange Commission (the
"Commission") declared the Registration Statement effective.
The Registration Statement was filed to register shares of the Company's
common stock issued to certain parties as part of a private placement on
November 24, 1999. As of June 7, 2002, the selling shareholders had resold
621,762 shares registered under the Registration Statement.
Pursuant to Rule 477 promulgated under the Securities Act of 1933, as
amended (the "Securities Act") the Company respectfully requests that the
Commission withdraw the Company's Registration Statement on Form S-3. The
Company is requesting the withdrawal of the Registration Statement because,
pursuant to the terms of the Registration Rights Agreement between the Company
and the selling shareholders, the Company's obligation to maintain the
effectiveness of the Registration Statement under the Registration Rights
Agreement expired on May 19, 2002.
Accordingly, the Company hereby de-registers the 5,576,325 shares of its
common stock registered pursuant to the Registration Statement remaining unsold
thereunder.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant has duly caused this Post-Effective Amendment No. 1 to the
Registration Statement on Form S-3 to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Seattle, State of
Washington, on this 17th day of June 2002.
CELL THERAPEUTICS, INC.
By: /s/ James A. Bianco, M.D.
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James A. Bianco, M.D.
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Post-Effective Amendment No. 1 to the Registration Statement on Form S-3
has been signed by the following persons in the capacities and on the dates
indicated:
Signature Title Date
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/s/ James A. Bianco, M.D. President, Chief Executive Officer and June 17, 2002
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James A. Bianco, M.D. Director (Principal Executive Officer)
* Executive Vice President, Finance and June 17, 2002
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Louis A. Bianco Administration (Principal Financial and
Accounting Officer)
* Chairman of the Board and Director June 17, 2002
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Max E. Link, Ph.D.
* Director June 17, 2002
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Jack W. Singer, M.D.
* Director June 17, 2002
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Jack L. Bowman
* Director June 17, 2002
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Wilfred E. Jaeger, M.D.
* Director June 17, 2002
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Mary O'Neil Mundinger, DrPH
* Director June 17, 2002
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Phillip M. Nudelman, Ph.D.
Director
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Vartan Gregorian, Ph.D.
*By: /s/ James A. Bianco, M.D.
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James A. Bianco, M.D.
Attorney-in-Fact