<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 22, 1997
REGISTRATION NO. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------
FORM S-3
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 INDUSTRIAL (I.R.S. EMPLOYER
JURISDICTION CLASSIFICATION CODE NUMBER) IDENTIFICATION NO.)
OF INCORPORATION OR
ORGANIZATION)
---------------
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 MARK B. WEEKS
MICHAEL S. DORF CRAIG E. SHERMAN
BROBECK, PHLEGER & HARRISON LLP VENTURE LAW GROUP
SPEAR STREET TOWER, ONE MARKET A PROFESSIONAL CORPORATION
SAN FRANCISCO, CALIFORNIA 94105 2800 SAND HILL ROAD
(415) 442-0900 MENLO PARK, CA 94025
(650) 854-4488
---------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after this Registration Statement becomes effective.
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. [X] 333-36603
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. [_]
---------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
===========================================================================================================
PROPOSED PROPOSED
MAXIMUM MAXIMUM AMOUNT OF
TITLE OF EACH CLASS OF AMOUNT TO OFFERING PRICE AGGREGATE REGISTRATION
SECURITIES TO BE REGISTERED BE REGISTERED(1)(2) PER SHARE(3) OFFERING PRICE(3) FEE(4)
- -----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, no par value (including
associated Preferred Stock Purchase
Rights).................................. 345,000 shares $16.00 $5,520,000 $1,673
===========================================================================================================
</TABLE>
(1) Includes 45,000 shares which the Underwriters have the option to purchase
solely to cover over-allotments, if any.
(2) Does not include 2,300,000 shares of Common Stock previously registered for
which the registration fee has previously been paid.
(3) The proposed maximum offering price per share and the proposed maximum
aggregate offering price are based on the proposed offering price for the
shares of the Company's Common Stock offered hereby.
(4) Calculated pursuant to Rule 457(a).
================================================================================
<PAGE>
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
This Registration Statement filed under the Securities Act of 1933, as
amended, by Cell Therapeutics, Inc. (the "Company") with the Securities and
Exchange Commission (the "Commission") hereby incorporates by reference the
contents of the Registration Statement on Form S-3 (File No. 333-36603) relating
to the offering of up to 2,300,000 Shares of Common Stock of the Company filed
on September 26, 1997.
CERTIFICATION
The Company hereby certifies to the Commission that it has instructed its
bank to pay the Commission the filing fee of $1,673 for the additional
securities being registered hereby as soon as practicable (but in any event no
later than the close of business on October 22, 1997); that it will not revoke
such instructions; that it has sufficient funds in the relevant account to cover
the amount of the filing fee; and that it undertakes to confirm receipt of such
instructions by the bank on October 22, 1997.
<PAGE>
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED, THE
REGISTRANT CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT MEETS ALL
OF THE REQUIREMENTS FOR FILING ON FORM S-3 AND HAS DULY CAUSED THIS REGISTRATION
STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY
AUTHORIZED, IN THE CITY OF NEW YORK, STATE OF NEW YORK, ON OCTOBER 22, 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, AS AMENDED, THIS
REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE
CAPACITIES AND ON THE DATES INDICATED.
SIGNATURE TITLE DATE
--------- ----- ----
/s/ MAX E. LINK, PH.D. Chairman of the October 22, 1997
- ---------------------------------- Board and Director
MAX E. LINK, PH.D.
/s/ JAMES A. BIANCO, M.D. President, Chief October 22, 1997
- ---------------------------------- Executive Officer
JAMES A. BIANCO, M.D. and Director
/s/ LOUIS A. BIANCO Executive Vice October 22, 1997
- ---------------------------------- President, Finance
LOUIS A. BIANCO and Administration
(Principal
Financial Officer
and Principal
Accounting Officer)
/s/ JACK W. SINGER, M.D. Director October 22, 1997
- ----------------------------------
JACK W. SINGER, M.D.
<PAGE>
SIGNATURE TITLE DATE
--------- ----- ----
Director October , 1997
- -----------------------------------
JACK L. BOWMAN
/s/ JEREMY L. CURNOCK COOK Director October 22, 1997
- -----------------------------------
JEREMY L. CURNOCK COOK
/s/ WILFRED E. JAEGER, M.D. Director October 22, 1997
- -----------------------------------
WILFRED E. JAEGER, M.D.
Director October , 1997
- -----------------------------------
TERRENCE M. MORRIS
/s/ MARY O'NEIL MUNDINGER, D.P.H. Director October 22, 1997
- -----------------------------------
MARY O'NEIL MUNDINGER, D.P.H.
Director October , 1997
- -----------------------------------
PHILLIP M. NUDELMAN, PH.D.
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------- -----------
<C> <S>
1.1+ Form of Underwriting Agreement between UBS Securities LLC,
NationsBanc Montgomery Securities, Inc., Raymond James & Associates,
Inc., and the Registrant.
5.1 Opinion of Davis Wright Tremaine LLP.
23.1 Consent of Ernst & Young LLP, independent auditors.
23.2 Consent of Davis Wright Tremaine LLP (included in its opinion filed
as Exhibit 5.1).
23.3 Consent of Foley & Lardner.
</TABLE>
- --------
+ Incorporated by reference to the Company's Registration Statement on Form
S-3 (No. 333-36603) filed on September 26, 1997.
<PAGE>
[LETTERHEAD FOR DAVIS WRIGHT TREMAINE LLP]
LAW OFFICES
October 22, 1997
Underwritten
------------
Cell Therapeutics, Inc.
201 Elliott Avenue West
Suite 400
Seattle, WA 98119
Re: Cell Therapeutics, Inc.
Registration Statement on Form S-3
Ladies and Gentlemen:
We have examined the above-referenced Registration Statement on Form S-3
filed by Cell Therapeutics, Inc., a Washington corporation (the "Company"), with
the Securities and Exchange Commission on October 22, 1997 (as such may
thereafter be amended or supplemented, the "Underwritten Registration
Statement"), in connection with the registration under the Securities Act of
1933, as amended, of up to 345,000 shares of Common Stock (the "Shares") of
the Company. We understand that the Shares are to be sold to the underwriters of
the offering for resale to the public as described in the Registration
Statement.
As special local Washington counsel for the Company and in connection
with the opinions expressed below, we have examined copies of (a) the
Registration Statement and (b) the originals, or copies identified to our
satisfaction, of such corporate records of the Company, certificates of public
officials, officers of the Company and other persons, and such other documents,
agreements and instruments as we have deemed necessary as a basis for the
opinions hereinafter expressed. In our examinations, we have assumed the
genuineness of all signatures, the authenticity of all documents submitted to us
as originals and the conformity with the originals of all documents submitted to
us as copies. In expressing the opinions set forth below, we have also relied on
certain certificates of officers of the Company and certificates of public
officials.
Our opinions expressed below are limited to the laws of the State of
Washington, if any.
Based on such examination and subject to the foregoing, we are of the
opinion that, upon completion of the proceedings being taken or contemplated to
be taken prior to the issuance of the Shares, and the proceedings being taken in
order to permit the offering described in the Registration Statement to be
carried out in accordance with applicable state securities laws, the Shares,
when issued and sold in the manner described in the Registration Statement and
in
<PAGE>
Cell Therapeutics, Inc.
October 22, 1997
Page 2
accordance with the resolutions adopted by the Board of Directors of the
Company, will be legally and validly issued, fully paid and nonassessable.
We consent to the use of this opinion as an exhibit to the Registration
Statement and further consent to the use of our name wherever appearing in the
Registration Statement, including the Prospectus constituting a part thereof,
and any amendments thereto.
Very truly yours,
Davis Wright Tremaine LLP
<PAGE>
EXHIBIT 23.1
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the reference to our firm under the captions "Selected Financial
Data" and "Experts" in the Registration Statement (Form S-3) and related
Prospectus of Cell Therapeutics, Inc. for the registration of 345,000 shares of
its common stock, and to the incorporation by reference therein of our report
dated January 24, 1997, except for paragraphs 2 through 4 of Note 12, as to
which the date is March 26, 1997, with respect to the consolidated financial
statements of Cell Therapeutics, Inc. included in its Annual Report (Form 10-K)
for the year ended December 31, 1996, filed with the Securities and Exchange
Commission.
/s/ Ernst & Young LLP
Seattle, Washington
October 22, 1997
<PAGE>
EXHIBIT 23.3
CONSENT OF FOLEY & LARDNER
We consent to the reference to our firm as set forth at Page 54 under the
-----------------------
caption "Legal Matters" in the Registration Statement (Form S-3 No. 333-36603)
and related Prospectus of Cell Therapeutics, Inc. for the registration of
2,300,000 shares its Common Stock which is incorporated by reference in this
Registration Statement on Form S-3 for the registration of 345,000 shares of its
Common Stock.
/s/ Stephen A. Bent
-------------------
By: Stephen A. Bent
Partner
Foley & Lardner
Washington, D.C.
October 22, 1997
