UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. ________)*
Cell Therapeutics, Inc.
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(Name of Issuer)
Common Stock, no par value per share
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(Title of Class of Securities)
150-934-10-7
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(CUSIP Number)
Novuspharma S.p.A. with a copy to:
Via Ariosto 23 Skadden, Arps, Slate, Meagher & Flom LLP
20091 Bresso (MI), Italy 525 University Avenue, 11th Floor
Facsimile: 39 (02) 610-35600 Palo Alto, CA 94301
Attention: Dr. Silvano Spinelli Facsimile: (650) 470-4570
Attention: Kenton J. King, Esq.
Celeste E. Greene, Esq.
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
June 16, 2003
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition that is the subject of this Schedule 13D, and is filing
this schedule because of sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g),
check the following box. |_|
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See section 240.13d-7 for other
parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
Page 1 of 9 Pages
CUSIP No. 150-934-10-7 Page 2 of 9 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
NOVUSPHARMA S.P.A.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions) (a)|_|
(b)|x|
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3 SEC USE ONLY
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4 SOURCE OF FUNDS (See Instructions)
OO
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5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) |_|
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Italy
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7 SOLE VOTING POWER
NUMBER OF
None
SHARES
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8 SHARED VOTING POWER
BENEFICIALLY
2,769,723 shares of Common Stock (1)
OWNED BY
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9 SOLE DISPOSITIVE POWER
EACH
None
REPORTING
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10 SHARED DISPOSITIVE POWER
PERSON
2,261,224 shares of Common Stock (1)
WITH
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,769,723 shares of Common Stock (1)
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12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (See Instructions) |_|
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.3% (2)
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14 TYPE OF REPORTING PERSON (See Instructions)
CO
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(1) Beneficial ownership of the Common Stock referred to herein is being
reported hereunder solely because Novuspharma S.p.A. may be deemed to have
beneficial ownership of such shares as a result of the Voting Agreements
described in Item 4 hereof. Neither the filing of this Schedule 13D nor any of
its contents shall be deemed to constitute an admission by Novuspharma S.p.A.
that it is the beneficial owner of any of the Common Stock referred to
Page 2 of 9 Pages
herein for purposes of Section 13(d) of the Securities Exchange Act of 1934,
as amended, or for any other purpose, and such beneficial ownership is
expressly disclaimed.
(2) The calculation of the foregoing percentage is based on 33,279,148 shares
of Cell Therapeutics, Inc. Common Stock outstanding as of June 16, 2003 as set
forth in the Merger Agreement (as defined below).
Page 3 of 9 Pages
The item numbers and responses thereto below are in accordance with
the requirements of Schedule 13D.
Item 1. Security and Issuer.
Name of Issuer:
Cell Therapeutics, Inc.
Address of Issuer's Principal Executive Offices:
501 Elliot Avenue West, Suite 400
Seattle, WA 98119
Title of Class of Equity Securities Issued:
Common Stock, no par value per share
Item 2. Identity and Background.
This Schedule 13D is filed on behalf of the entity
identified in the table preceding Item 1 of this Schedule
13D (the "Reporting Person"). Set forth below is
information regarding the Reporting Person and other
persons described in Instruction C of Schedule 13D:
Name:
Novuspharma S.p.A.
In accordance with Instruction C of Schedule 13D,
information regarding executive officers, directors and
other "control persons" of Novuspharma is set forth on
Schedule A attached hereto and incorporated herein by
reference.
Place of organization:
Italy
Principal business:
Biopharmaceutical company in the field of cancer
Address of principal office:
Via Ariosto 23
20091 Bresso (MI), Italy
Criminal and Civil Proceedings:
During the last five years, neither the Reporting Person
nor, to the knowledge of the Reporting Person, any other
person named on Schedule A, has been (a) convicted in a
criminal proceeding (excluding traffic violations or
similar misdemeanors); or (b) a party to a civil
proceeding of a judicial or administrative body of
competent jurisdiction as a result of which, he, she or
it was or is subject to a judgment, decree or final order
enjoining future violations of, or prohibiting
Page 4 of 9 Pages
or mandating activities subject to, Federal or State
securities law or finding any violation with respect to
such laws.
Item 3. Source and Amount of Funds or Other Consideration.
No monetary consideration was paid by the Reporting Person in
connection with the transactions described in Item 4.
Item 4. Purpose of the Transaction.
Merger Agreement
On June 16, 2003, Cell Therapeutics, Inc. ("CTI") entered into a
definitive Agreement and Plan of Merger (the "Merger Agreement") with
Novuspharma S.p.A. ("Novuspharma"). The Merger Agreement was approved by the
board of directors of both CTI and Novuspharma. Pursuant to the Merger
Agreement, Novuspharma will be merged with and into CTI with CTI as the
surviving corporation (the "Merger"). At the effective time of the Merger,
Novuspharma shareholders will receive 2.45 shares of CTI Common Stock for each
Novuspharma ordinary share issued and outstanding immediately prior to the
effective time of the Merger. The Merger is subject to various conditions,
including, among other things, the approval of CTI's application to list the
Common Stock on the Nasdaq National Market in the United States and the Nuovo
Mercato stock exchange in Italy and approval by the shareholders of both CTI
and Novuspharma.
CTI Voting Agreements
On June 16, 2003, Novuspharma entered into Voting Agreements (the
"Voting Agreements") with each of Essex Woodlands Health Ventures IV, L.P.
("Essex Woodlands"), Martin Sutter, Louis Bianco, Jack Singer, Phillip
Nudelman, Mary Mundinger, Max Link, Edward Kenney, Vartan Gregorian, John
Fluke, Jr., James Canfield, Jack Bowman and James Bianco (collectively, the
"CTI Shareholders"). Subject to the differences noted below with respect to
the Voting Agreement entered into with Essex Woodlands, the provisions of the
Voting Agreements are substantially similar except for the parties and the
number of shares subject to such agreements.(3) The Voting Agreements provide
that the CTI Shareholders shall not (unless otherwise agreed to by
Novuspharma), among other things, transfer any of such party's shares of
Common Stock that are subject to the Voting Agreements or deposit such shares
or any interest therein into a voting trust or enter into a voting agreement
or other arrangement
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(3) The Voting Agreement with Martin Sutter relates to 19,325 shares of Common
Stock, the Voting Agreement with Essex Woodlands Health Ventures IV, L.P.
relates to 2,033,997 shares of Common Stock, the Voting Agreement with Louis
Bianco relates to 67,621 shares of Common Stock, the Voting Agreement with
Jack Singer relates to 243,040 shares of Common Stock, the Voting Agreement
with Phillip Nudelman relates to 28,000 shares of Common Stock, the Voting
Agreement with Mary Mundinger relates to 1,650 shares of Common Stock, the
Voting Agreement with Max Link relates to 38,572 shares of Common Stock, the
Voting Agreement with Edward Kenney relates to 15,374 shares of Common Stock,
the Voting Agreement with Vartan Gregorian relates to 5,000 shares of Common
Stock, the Voting Agreement with John Fluke, Jr. relates to 5,000 shares of
Common Stock, the Voting Agreement with James Canfield relates to 1,500 shares
of Common Stock, the Voting Agreement with James Bianco relates to 310,644
shares of Common Stock and the Voting Agreement with Jack Bowman relates to no
shares of Common Stock.
Page 5 of 9 Pages
with respect to such shares. The foregoing restrictions are effective for all
of the CTI Shareholders (other than Essex Woodlands) through and including the
date of the earlier of (i) the approval of the Merger by CTI's shareholders
and (ii) the termination of the Merger Agreement in accordance with Article
VII thereof. Pursuant to the Voting Agreement with Essex Woodlands, Essex
Woodlands agreed, subject to certain exceptions, not to transfer more than 25%
of its shares of CTI Common Stock prior to the earliest of (i) the approval of
the Merger by CTI's shareholders, (ii) the termination of the Merger Agreement
in accordance with Article VII and (iii) December 31, 2003.
The Voting Agreements also provide, among other things, that the CTI
Shareholders shall at each CTI shareholder meeting (or adjournment or
postponement) called with respect to any of the matters set forth below and on
every action or approval by written consent of CTI shareholders with respect
to any of the following, (and in any other circumstances upon which a vote,
consent or other approval with respect to any of the following is sought,
solely in its capacity as a CTI shareholder), take each and every action and
accomplish each and every formality as is necessary to participate in the
meetings (if applicable) and vote (or cause to be voted) all of the party's
shares subject to the Voting Agreements and each interest therein:
o in favor of the Merger and, upon the request of Novuspharma,
any actions required in furtherance thereof and hereof,
including, without limitation, any proposal to permit CTI to
adjourn such meeting; and
o in favor of each other matter requiring the consent of the CTI
Shareholder and directly relating to the consummation of the
transactions contemplated by the Merger Agreement.
In connection with the Voting Agreements, the CTI Shareholders also
delivered to Novuspharma an irrevocable proxy with respect to their shares
subject to the Voting Agreement, allowing Novuspharma's Chief Executive
Officer, President and/or Chief Financial Officer, or their successors, to
vote in favor of the matters set forth above.
Other Voting Agreements
In connection with the execution of the Merger Agreement, officers
and directors of Novuspharma holding approximately 13% of the outstanding
Novuspharma ordinary shares have entered into voting agreements with CTI in
which they have agreed, subject to certain exceptions, not to transfer their
Novuspharma ordinary shares, and to vote their Novuspharma ordinary shares in
favor of the Merger. In connection with the execution of the Merger Agreement,
certain shareholders of Novuspharma holding approximately 47.4% of the
outstanding Novuspharma ordinary shares agreed, subject to certain exceptions,
not to transfer their Novuspharma ordinary shares prior to the earlier of
Novuspharma shareholder approval of the Merger or December 31, 2003, and to
vote their shares in favor of the Merger.
Novuspharma Shareholder Agreements
In connection with the execution of the Merger Agreement, three
current shareholders of Novuspharma who will become shareholders of CTI in
connection with the Merger entered into a shareholders agreement dated as of
June 16, 2003. These shareholders are 3i Group plc,
Page 6 of 9 Pages
Novuspharma Invest NV and HBM Bio Ventures (Cayman) Ltd. Under the
shareholders agreements, each signing shareholder agreed to certain
"standstill" restrictions. Each signing shareholder agreed that it will not,
among other things, without the prior written consent of the CTI board with
certain exceptions, acquire any shares of Common Stock, propose to effect a
merger or other business combination involving CTI or call any special meeting
of CTI shareholders. The shareholders agreement will terminate upon the
earlier of (i) the termination of the Merger Agreement in accordance with
Article VII and (ii) two years from the effective time of the Merger.
Novuspharma Representatives on the Surviving Corporation
Pursuant to the Merger Agreement, upon the closing of the Merger,
Silvano Spinelli, Ph.D., currently Novuspharma's CEO, will become Executive
Vice President of Development of CTI and Managing Director of its European
subsidiary. Erich Platzer, M.D., current Chairman of the Board at Novuspharma
and Dr. Spinelli will join CTI's existing Board of Directors as non-executive
and executive directors, respectively. A third individual to be mutually
agreed upon by CTI and Novuspharma will also become a director of CTI. In
addition, Maria Gabriella Camboni, currently Novuspharma's Director of
Development, will become CTI's Vice President of Clinical Development Europe
and Cesare Parachini, currently Novuspharma's Chief Financial Officer, will
become CTI's Director of Finance/Accounting and Controller European
Operations.
The purpose of the Merger Agreement and the Voting Agreements is to
consummate the Merger pursuant to the terms of the Merger Agreement.
References to, and descriptions of the Merger Agreement and Voting
Agreements in this Item 4 are qualified in their entirety by this reference to
the Merger Agreement and the Voting Agreements, which are filed as Exhibits to
this Schedule 13D and which are incorporated by this reference in this Item 4
in their entirety where such reference and descriptions appear.
Item 5. Interest in Securities of the Issuer.
(a) and (b) Ownership of Shares of Cell Therapeutics, Inc.:
The following information with respect to the ownership of the Common
Stock by the Reporting Person is provided as of the date of this Schedule 13D.
Amount beneficially owned: See Row 11 of cover page.
Percent of class: See Row 13 of cover page.
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote: See Row 7 of cover
page.
(ii) Shared power to vote or to direct the vote: See Row 8 of cover
page.
(iii) Sole power to dispose or to direct the disposition of: See Row
9 of cover page.
Page 7 of 9 Pages
(iv) Shared power to dispose or to direct the disposition of: See
Row 10 of cover page.
With regard to those additional entities and individuals set forth on
Schedule A hereto, to the Reporting Person's knowledge, none of such parties
directly or indirectly beneficially own securities of CTI.
(c) Describe recent transactions.
Except for the Merger Agreement and the Voting Agreements, and the
transactions contemplated by those agreements, the Reporting Person has not
effected any transaction relating to CTI securities during the past 60 days,
and, to its knowledge, no other person named in Item 2 has effected any
other transactions relating to CTI securities during the past 60 days.
(d) Right to receive dividends.
No person is known to the Reporting Person to have the right to
receive or the power to direct the receipt of dividends from, or proceeds from
the sale of, any shares of Common Stock beneficially owned by the Reporting
Person on the date of this statement.
(e) Date the reporting person ceased to be the beneficial owner of
more than 5% of the class of securities (if applicable).
Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
The information set forth, or incorporated by reference, in Items 3
through 5 of this statement is hereby incorporated by this reference in this
Item 6. To the Reporting Person's knowledge, except as otherwise described in
this Schedule 13D, there are no contracts, arrangements, understandings or
relationships among the persons named in Item 2 above or listed in Schedule A
hereto, and between any such persons and any other person, with respect to any
securities of CTI, including but not limited to, transfer or voting of any of
the securities of CTI, joint ventures, loan or option arrangements, puts or
calls, guarantees or profits, division of profits or loss, or the giving or
withholding of proxies, or a pledge or contingency the occurrence of which
would give another person voting power over the securities of CTI.
Item 7. Material to be Filed as Exhibits.
The following documents are each incorporated by reference herein.
Exhibit 1 Agreement and Plan of Merger by and between Cell Therapeutics, Inc.
and Novuspharma S.p.A. dated as of June 16, 2003
Exhibit 2 CTI Stockholder Voting Agreement made and entered into as of June
16, 2003, by and between Novuspharma S.p.A. and Essex Woodlands Health
Ventures IV, L.P.
Page 8 of 9 Pages
Exhibit 3 Form of CTI Stockholder Voting Agreement made and entered into as of
June 16, 2003, by and between Novuspharma S.p.A. and Directors and Officers of
CTI
Page 9 of 9 Pages
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true, complete
and correct.
Novuspharma S.p.A.
By: /s/ Silvano Spinelli
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Name: Silvano Spinelli
Title: Chief Executive Officer
Dated: June 26, 2003
Schedule A
EXECUTIVE OFFICERS AND DIRECTORS OF NOVUSPHARMA S.P.A.
The directors and executive officers of Novuspharma S.p.A., an
Italian joint stock company ("Novuspharma"), are set forth below. Unless
otherwise indicated, each individual's business address is c/o Novuspharma
S.p.A., Via Ariosto 23, 20091 Bresso (MI), Italy, and each person is an
Italian citizen, unless otherwise provided below:
Name and Business Address Present Principal Occupation
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Silvano Spinelli* Chief Executive Officer
Cesare Parachini Chief Financial Officer
Richard Forrest(+) Chief Operating Officer
Maria Gabriella Camboni Director of Development
Alberto Bernareggi Director of Chemistry and Pharmacokinetics
Gabriella Pezzoni Director of Biology
Ennio Cavalletti Director of Scientific Services
Erich Platzer*(+) Chairman of the Board
Amtsgartenweg 13
D-79410 Badenweiler
Germany
Joel Besse*(+) Senior Principal, Atlas Venture
Atlas Venture
55 Grosvenor Street
London W1K 3BW
UK
Max Brauchli*(+) Retired
Neubadrain 2
CH-4102 Binningen
David Ebsworth*(+) Director of SkyePharma PLC and
18 Hyde Place CuraGen Inc.
Oxford, ENGLAND OX2 7JB
Michele Garufi* CEO and Chairman, NicOx S.A.
NicOx S.A.
BP 313
2455 Routes des Dolines
Espace Gaia II - Batiment I
06906 Sophia Antipolis
France
Antoine B. Papiernik*(+) General Partner, Sofinnova Partners
Sofinnova Partners
17 rue de Surene
75008 Paris - France
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* Director of Novuspharma
(+) Richard Forrest is a citizen of the United Kingdom, Erich Platzer is a
citizen of Germany, Joel Besse is a citizen of France, Max Brauchli is a
citizen of Switzerland, David Ebsworth is a citizen of the United Kingdom and
Antoine B. Papiernik is a citizen of France.