<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 1, 1997
REGISTRATION NO. 333-20855
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-----------
POST-EFFECTIVE AMENDMENT NO. 2
TO
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
-----------
CELL THERAPEUTICS, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
-----------
WASHINGTON 2384 91-1533912
(STATE OR OTHER (PRIMARY STANDARD (I.R.S. EMPLOYER
JURISDICTION OF INDUSTRIAL IDENTIFICATION NO.)
INCORPORATION OR CLASSIFICATION CODE
ORGANIZATION) NUMBER)
-----------
201 ELLIOTT AVENUE WEST, SUITE 400
SEATTLE, WASHINGTON 98119
(206) 282-7100
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
-----------
JAMES A. BIANCO
PRESIDENT AND CHIEF EXECUTIVE OFFICER
CELL THERAPEUTICS, INC.
201 ELLIOTT AVENUE WEST, SUITE 400
SEATTLE, WASHINGTON 98119
(206) 282-7100
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE OF PROCESS)
-----------
COPIES TO:
MICHAEL J. KENNEDY KAREN A. DEMPSEY
MICHAEL S. DORF MICHAEL D. LEE
TAMARA L. TOMPKINS PILLSBURY MADISON & SUTRO LLP
BROBECK PHLEGER & HARRISON LLP 2700 SAND HILL ROAD
ONE MARKET MENLO PARK, CALIFORNIA 94025
SPEAR STREET TOWER (415) 233-4500
SAN FRANCISCO, CALIFORNIA 94105
(415) 442-0900
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THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THE REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION, ACTING
PURSUANT TO SAID SECTION 8(a), MAY DETERMINE.
-----------
This Registration Statement, as amended to the date of the effectiveness of
Post-Effective Amendment No. 1 thereto (March 21, 1997) (the "Registration
Statement"), registered 3,450,000 shares of the Common Stock of Cell
Therapeutics, Inc. (the "Registrant"), of which 450,000 shares were registered
pursuant to an over-allotment option issued to the Underwriters (as defined in
the Registration Statement). Of the 3,450,000 shares registered, the Registrant
sold an aggregate of 3,000,000 shares to the Underwriters. The offering has now
been terminated. Accordingly, the Registrant hereby deregisters 450,000 shares
of the Common Stock originally covered by the Registration Statement.
================================================================================
<PAGE>
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT
HAS DULY CAUSED THIS REGISTRATION STATEMENT TO BE SIGNED ON ITS BEHALF BY THE
UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN THE CITY OF SEATTLE, STATE OF
WASHINGTON, ON JUNE 30, 1997.
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, THIS REGISTRATION
STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE CAPACITIES AND ON THE
DATES INDICATED.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
* Chairman of the June 30, 1997
- ------------------------------------- Board and Director
MAX E. LINK, PH.D
/s/ James A. Bianco, M.D. President, Chief June 30, 1997
- ------------------------------------- Executive Officer
JAMES A. BIANCO, M.D. and Director
(Principal
Executive Officer)
/s/ Louis A. Bianco Executive Vice June 30, 1997
- ------------------------------------- President, Finance
LOUIS A. BIANCO and Administration
(Principal
Financial Officer
and Principal
Accounting Officer)
/s/ Jack W. Singer, M.D.
- ------------------------------------- Director June 26, 1997
JACK W. SINGER, M.D.
*
- ------------------------------------- Director June 30, 1997
JACK L. BOWMAN
*
- ------------------------------------- Director June 30, 1997
JEREMY L. CURNOCK COOK
</TABLE>
2
<PAGE>
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
*
- ------------------------------------- Director June 30, 1997
WILFRED E. JAEGER, M.D.
- ------------------------------------- Director
MARY O'NEIL MUNDINGER, D.P.M.
*
- ------------------------------------- Director June 30, 1997
TERRENCE M. MORRIS
*
- ------------------------------------- Director June 30, 1997
PHILLIP M. NUDELMAN, PH.D.
*By: /s/ James A. Bianco
----------------------------------
JAMES A. BIANCO
ATTORNEY-IN-FACT
</TABLE>
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