Filed pursuant to Rule 424(b)(3)
Commission File No. 333-67906
PROSPECTUS SUPPLEMENT DATED MAY 15, 2002
(TO PROSPECTUS DATED NOVEMBER 9, 2001)
$175,000,000
CELL THERAPEUTICS, INC.
5.75% Convertible Subordinated Notes due June 15, 2008
and the common stock issuable upon conversion of the notes
This Prospectus Supplement supplements the Prospectus dated November 9,
2001 (the "Prospectus") of Cell Therapeutics, Inc. ("CTI") relating to the
public offering, which is not being underwritten, and sale by certain
noteholders of CTI or by pledgees, donees, transferees or other successors in
interest that receive such notes as a gift, partnership distribution or other
non-sale related transfer (the "Selling Securityholders") of up to $175,000,000
of 5.75% convertible subordinated notes of CTI (the "Notes"). This Prospectus
Supplement should be read in conjunction with the Prospectus, and this
Prospectus Supplement is qualified by reference to the Prospectus except to the
extent that information herein contained supersedes the information contained in
the Prospectus. Capitalized terms used in this Prospectus Supplement and not
otherwise defined herein have the meanings specified in the Prospectus.
SELLING SECURITYHOLDER
Recently, several entities acquired Notes, which they intend to sell under
the Prospectus. The following table provides certain information with respect to
the amount of Notes beneficially owned by each such entity, the percentage of
outstanding Notes and CTI common stock this represents, and the amount of Notes
to be registered for sale hereby. The table of Selling Securityholders in the
Prospectus is hereby amended to add the following:
Principal Amount at
Maturity of Notes Percentage of Number of Shares Percentage of
Beneficially Owned Notes of Common Stock Common Stock
Name of Selling Securityholder that may be sold Outstanding that may be sold(1) Outstanding (2)(3)
------------------------------ ------------------- ------------- ------------------- ------------------
The James Campbell Corporation. ............... $325,000 * 9,558 *
The Estate of James Campbell .................. $245,000 * 7,205 *
Hotel Union & Hotel Industry of Hawaii
Pension Plan .................................. $545,000 * 16,029 *
Jefferies & Company, Inc. ..................... $12,000 * 352 *
American Samoa Government ..................... $51,000 * 1,500 *
BP Amoco PLC Master Trust ..................... $1,527,000 * 44,911
-------------------
* Less than 1%.
(1) Assumes conversion of all of the holder's notes at a conversion price of
approximately $34.00 per share of common stock. However, this conversion
price will be subject to adjustment as described in the Prospectus under
"Description of Notes--Conversion Rights." As a result, the amount of
common stock issuable upon conversion of the notes may increase or decrease
in the future.
(2) Calculated based on Rule 13d-3(d)(1)(i) of the Exchange Act using
35,101,654 shares of common stock outstanding as of March 31, 2002.
(3) Assumes that any other holders of notes, or any future transferees,
pledgees, donees or successors of or from any such other holders of notes,
do not beneficially own any common stock other than the common stock
issuable upon conversion of the notes at the initial conversion rate.