Washington |
91-1533912 | |
(State of incorporation) |
(I.R.S. Employer Identification Number) |
Title of Securities to be Registered |
Amount to be Registered
(1) |
Proposed Maximum Offering Price Per Share (2) |
Proposed Maximum Aggregate Offering Price |
Amount of Registration Fee | ||||
1994 Equity Incentive Plan: Common Stock, no par value, including associated Preferred Stock Purchase
Rights |
1,800,000 |
$3.84 |
$6,912,000 |
$635.90 | ||||
1996 Employee Stock Purchase Plan: Common Stock, no par value, including associated Preferred Stock Purchase
Rights |
200,000 |
$3.84 |
$768,000 |
$70.66 | ||||
(1) |
This Registration Statement shall also cover any additional shares of Common Stock which become issuable by reason of any stock dividend, stock split,
recapitalization or other similar transaction effected without the receipt of consideration which results in an increase in the number of the outstanding shares of Common Stock. |
(2) |
Estimated pursuant to Rule 457(h) under the Securities Act of 1933, as amended (the Securities Act) solely for the purpose of calculating the
registration fee, based upon the average of the high and low prices of the Companys Common Stock as reported on the Nasdaq National Market on July 22, 2002. |
1 |
The Registrants Annual Report on Form 10-K/A for the year ended December 31, 2001, filed pursuant to Section 13(a) of the Securities Exchange Act of 1934,
as amended (the Exchange Act) (File No. 001-12465), filed with the SEC on April 30, 2002; |
2. |
The Registrants Quarterly Report on Form 10-Q for the quarter ended March 31, 2002, filed with the SEC on May 15, 2002; and
|
3. |
The Registrants Registration Statement on Form 10 filed with the SEC on April 29, 1996 (as amended on June 27, 1996 and June 28, 1996) and the
Registrants Registration Statement on Form 8-A filed with the SEC on November 15, 1996. |
Exhibit Number |
Document | |
5.1 |
Opinion of Wilson Sonsini Goodrich & Rosati, Professional Corporation (WSGR). | |
23.1 |
Consent of Ernst & Young LLP, Independent Auditors | |
23.2 |
Consent of WSGR (contained in Exhibit 5.1) | |
24.1 |
Power of Attorney (see page 4) | |
99.1 |
Cell Therapeutics, Inc. 1994 Equity Incentive Plan, as amended. | |
99.2 |
Cell Therapeutics, Inc. 1996 Employee Stock Purchase Plan, as amended. |
(a) |
The undersigned Registrant hereby undertakes: |
(1) |
To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement to include any material
information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement. |
(2) |
That, for the purpose of determining any liability under the Securities Act of 1933, as amended (the Securities Act), each such post-effective
amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. |
(3) |
To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the
offering. |
(b) |
The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrants
annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. |
(c) |
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant
pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of
any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
|
CELL THERAPEUTICS, INC. | ||
By: |
/s/ JAMES A. BIANCO | |
James A. Bianco, M.D. | ||
President and Chief Executive Officer |
Signatures |
Title |
Date | ||
/s/ MAX E. LINK |
Chairman of the Board and Director |
July 24, 2002 | ||
Max E. Link, Ph.D. |
||||
/s/ JAMES A. BIANCO |
President, Chief Executive Officer and Director |
July 24, 2002 | ||
James A. Bianco, M.D. |
||||
/s/ LOUIS A. BIANCO |
Executive Vice President, Finance and Administration |
July 24, 2002 | ||
Louis A. Bianco |
||||
/s/ JACK W. SINGER |
Director |
July 24, 2002 | ||
Jack W. Singer, M.D. |
||||
/s/ JACK L. BOWMAN |
Director |
July 24, 2002 | ||
Jack L. Bowman |
||||
Director |
||||
Wilfred E. Jaeger, M.D. |
||||
/s/ MARY ONEIL MUNDINGER |
Director |
July 24, 2002 | ||
Mary ONeil Mundinger, DrPH. |
||||
/s/ PHILLIP M. NUDELMAN |
Director |
July 24, 2002 | ||
Phillip M. Nudelman, Ph.D. |
||||
/s/ VARTAN GREGORIAN |
Director |
July 24, 2002 | ||
Vartan Gregorian, Ph.D. |
Exhibit Number |
Document | |
5.1 |
Opinion of Wilson Sonsini Goodrich & Rosati, Professional Corporation (WSGR) | |
23.1 |
Consent of Ernst & Young LLP, Independent Auditors | |
23.2 |
Consent of WSGR (contained in Exhibit 5.1) | |
24.1 |
Power of Attorney (see page 4) | |
99.1 |
Cell Therapeutics, Inc. 1994 Equity Incentive Plan, as amended | |
99.2 |
Cell Therapeutics, Inc. 1996 Employee Stock Purchase Plan, as amended |