<PAGE>
As filed with the Securities and Exchange Commission on September 20, 2000
Registration No. 333-41300
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
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)
----------------
<TABLE>
<S> <C> <C>
Washington 2384 91-1533912
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification Number)
</TABLE>
201 Elliott Avenue West
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
201 Elliott Avenue West
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.
Torrey J. Miller, Esq.
WILSON SONSINI GOODRICH & ROSATI
Professional Corporation
One Market, Spear Street Tower, Suite 3300
San Francisco, California 94105
----------------
Approximate date of commencement of proposed sale to the public: As soon as
practicable after the effective date of this Registration Statement.
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, 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, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [X] 333-41300
-----------
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 this Form is a post-effective amendment filed pursuant to Rule 462(d)
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,
check the following box. [_]
----------------
CALCULATION OF REGISTRATION FEE
<TABLE>
-------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------
<CAPTION>
Proposed maximum
Proposed maximum aggregate Amount of
Title of each class of Amount to be offering price offering registration
securities to be registered registered(1) per share(2) price(1) fee
-------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, no par value.. 600,000 $39.8438 $23,906,280 $6,311.26
-------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------
</TABLE>
(1) The Registrant previously registered an aggregate of $91,680,000 worth of
common stock on a registration statement on Form S-3 (File No. 333-41300)
for which a filing fee of $24,204 was paid.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) based upon the average of the high and low prices
of the Company's Common Stock on the Nasdaq National Market on September
20, 2000.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
<PAGE>
INCORPORATION OF DOCUMENTS BY REFERENCE
Cell Therapeutics, Inc. is filing this registration statement with the
Securities and Exchange Commission, pursuant to Rule 462(b) under the
Securities Act of 1933, as amended. This registration statement incorporates by
reference the contents of the registration statement on Form S-3, as amended
(Registration No. 333-41300) which was declared effective by the Securities and
Exchange Commission on September 18, 2000, and is being filed for the sole
purpose of registering additional securities of the same class as were included
in that registration statement.
CERTIFICATION
Cell Therapeutics, Inc. hereby certifies to the Securities and Exchange
Commission that (1) we have instructed our bank to pay the filing fee set forth
on the cover page of this registration statement by a wire transfer of such
amount to the SEC's account at Mellon Bank as soon as practicable, but not
later than the close of business on September 21, 2000, (2) we will not revoke
those instructions; (3) we have sufficient funds in our account to cover the
amount of the filing fee; and (4) we will confirm receipt of our instructions
by our bank during our bank's regular business hours no later than September
21, 2000.
1
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, 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 the 20th day of September, 2000.
CELL THERAPEUTICS, INC.
/s/ James A. Bianco, M.D.
By: _________________________________
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 below.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ James A. Bianco President, Chief Executive September 20, 2000
____________________________________ Officer and Director
James A. Bianco, M.D. (Principal Executive
Officer)
* Executive Vice President, September 20, 2000
____________________________________ Finance and Administration
Louis A. Bianco
* Chairman of the Board and September 20, 2000
____________________________________ Director
Max E. Link
* Director September 20, 2000
____________________________________
Jack W. Singer, M.D.
* Director September 20, 2000
____________________________________
Jack L. Bowman
* Director September 20, 2000
____________________________________
Jeremy L. Lurnock Cook
* Director September 20, 2000
____________________________________
Wilfred F. Jaeger, M.D.
* Director September 20, 2000
____________________________________
Mary O'Neil Mundanger
* Director September 20, 2000
____________________________________
Phillip M. Nudelman, Ph.D.
</TABLE>
/s/ James A. Bianco
*By: __________________________
James A. Bianco, M.D.
2
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
Number
------- ---------------------------------------------------------------------
<C> <S>
5.1 Opinion of Wilson Sonsisi Goodrich & Rosati, Professional Corporation
23.1 Consent of Wilson Sonsini Goodrich & Rosati, Professional Corporation
(see Exhibit 5.1)
23.2 Consent of Ernst & Young LLP, Independent Auditors
24.1* Power of Attorney
</TABLE>
--------
* Incorporated by reference to the Registration Statement on Form S-3, filed
July 13, 2000.
