As filed with the Securities and Exchange Commission on May 8, 2002
Registration No. 333-33872
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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 Therapeutics, 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
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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 April 3, 2000, Cell Therapeutics, Inc. (the "Company") filed its
Registration Statement on Form S-3 (File No. 333-33872), covering 3,503,334
shares of the Company's common stock to be sold by certain shareholders of the
Company. On April 28, 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
February 15, 2000. As of May 3, 2002, the selling shareholders had resold
964,491 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 April 28, 2002.
Accordingly, the Company hereby de-registers the 2,538,843 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 8th day of May 2002.
CELL THERAPEUTICS, INC.
By: /s/ James A. Bianco, M.D.
--------------------------------
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 May 8, 2002
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James A. Bianco, M.D. Director (Principal Executive Officer)
*
---------------------------------------- Executive Vice President, Finance and May 8, 2002
Louis A. Bianco Administration (Principal Financial and
Accounting Officer)
*
---------------------------------------- Chairman of the Board and Director May 8, 2002
Max E. Link, Ph.D.
* Director May 8, 2002
----------------------------------------
Jack W. Singer, M.D.
* Director May 8, 2002
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Jack L. Bowman
* Director May 8, 2002
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Wilfred E. Jaeger, M.D.
* Director May 8, 2002
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Mary O'Neil Mundinger, DrPH
* Director May 8, 2002
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Phillip M. Nudelman, Ph.D.
* Director May 8, 2002
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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