<PAGE>
As filed with the Securities and Exchange Commission on March , 2000
Registration No. 333-93835
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------
AMENDMENT NO. 2
TO
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
Cell Therapeutics, Inc.
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)
---------------
Copy to:
Michael J. Kennedy, Esq.
Michael S. Dorf, Esq.
Torrey J. Miller, Esq.
WILSON SONSINI GOODRICH & ROSATI
650 Page Mill Road
Palo Alto, California 94304
(650) 493-9300
---------------
Approximate date of commencement of proposed sale to the public: From time
to time 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. [X]
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. [_]
CALCULATION OF REGISTRATION FEE
<TABLE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<CAPTION>
Proposed Proposed
Title of each class of maximum maximum Amount of
securities to be Amount to be offering price aggregate registration
registered registered per share offering price fee
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, no par
value per share....... 50,000 $25.25 $1,262,500.00 $334.00
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
</TABLE>
(1) CTI previously registered an aggregate of $19,981,282.75 worth of common
stock under this registration statement on Form S-3, for which a filing
fee of $5,276 was paid upon the filing of this registration statement on
December 29, 1999. CTI has instructed a bank to transmit by wire transfer
the filing fee to the Securities and Exchange Commission to cover the
registration of an additional 50,000 shares of common stock. A total fee
of $400.03 accompanies this amendment. CTI will not revoke such
instruction, and it has sufficient funds in such account to cover the
amount of the registration fee.
---------------
CTI hereby amends this Registration Statement on such date or dates as may
be necessary to delay its effective date until CTI shall file a further
amendment that specifically states that this Registration Statement shall
thereafter become effective in accordance with Section 8(a) of the Securities
Act of 1933, or until the Registration Statement shall become effective on
such date as the SEC, acting pursuant to said Section 8(a), may determine.
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
<PAGE>
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
+The information contained in this preliminary prospectus is not complete and +
+may be changed. These securities may not be sold until the registration +
+statement filed with the Securities and Exchange Commission is effective. +
+This prospectus is not an offer to sell nor does it seek an offer to buy +
+these securities in any jurisdiction where the offer or sale is not +
+permitted. +
+ +
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
SUBJECT TO COMPLETION, DATED MARCH , 2000
PRELIMINARY PROSPECTUS
6,198,087 Shares
CELL THERAPEUTICS, INC.
Common Stock
-----------
This prospectus relates to the 6,198,087 shares of the common stock of Cell
Therapeutics, Inc., a Washington corporation. This stock may be sold from time
to time by the shareholders named on page 11.
-----------
An investment in the shares of CTI's common stock offered hereby involves
certain risks. See "Risk Factors" beginning on page 1 of this prospectus.
-----------
Our common stock is quoted on the Nasdaq National Market under the symbol
"CTIC." On March 16, 2000, the closing price for the common stock was $23.625.
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or passed upon the
adequacy or accuracy of this prospectus. Any representation to the contrary is
a criminal offense.
-----------
The date of this Prospectus is , 2000.
<PAGE>
You should rely only on the information incorporated by reference or
provided in this prospectus or the prospectus supplement. We have authorized no
one to provide you with different information. We are not making an offer of
these securities in any state where the offer is not permitted. You should not
assume that the information in this prospectus or any prospectus supplement is
accurate as of any date other than the date on the front of the document.
CELL THERAPEUTICS, INC.
CTI is a pharmaceutical research and development company that focuses on the
discovery, development and commercialization of small molecule drugs relevant
to the treatment of cancer. CTI's initial business strategy is to build a
diversified, vertically integrated portfolio of oncology products targeting
major unmet needs in the treatment of patients with cancer. CTI's principal
executive offices are located at 201 Elliott Avenue West, Seattle, WA 98119.
CTI's telephone number is (206) 282-7100.
On January 13, 2000, we acquired the drug Arsenic Trioxide, or ATO, upon our
acquisition of PolaRx, a single product company that owned the rights to ATO.
In connection with the acquisition, we issued 2,000,000 shares of our common
stock at signing and may issue an additional 3,000,000 shares to PolaRx
shareholders upon the earlier of approval of a New Drug Application, or NDA, by
the FDA for ATO or five years from the acquisition date. Two additional payouts
tied to annualized sales thresholds of $10 million and $20 million may be
payable in tranches of $4 million and $5 million at the then fair market value
of our stock, at the time such thresholds are achieved. The acquisition
agreement requires shareholder approval for 2,000,000 of the additional shares
and payments to be made in our stock if the annualized sales thresholds are
achieved. For annual sales of ATO in excess of $40 million, PolaRx shareholders
will receive a 2% royalty on net sales payable at the then fair market value of
our common stock or, in certain circumstances, cash.
RISK FACTORS
The risks and uncertainties described below are the material ones facing us.
Additional risks and uncertainties not presently known to us or that we
currently deem immaterial may also impair our business operations. If any of
the following risks actually occur, our business, financial condition or
results of operations could be materially adversely affected. In such case, the
trading price of our common stock could decline. This prospectus also contains
"forward-looking" statements that involve risks and uncertainties. Our actual
results could differ materially from those anticipated in these forward-looking
statements as a result of certain factors, including the risks faced by us
described below and elsewhere in this prospectus.
If we do not successfully develop products, we may be unable to generate any
revenue.
Our leading drug candidates, ATO, PG-TXL and Apra, are currently in clinical
trials. These clinical trials of the drug candidates involve the testing of
potential therapeutic agents, or effective treatments, in humans in three
phases (Phases I, II, and III) to determine the safety and efficacy of the drug
candidates necessary for an approved drug. Many drugs in human clinical trials
fail to demonstrate the desired safety and efficacy characteristics. Even if
our drugs progress successfully through initial human testing, they may fail in
later stages of development. A number of companies in the pharmaceutical
industry, including CTI, have suffered significant setbacks in advanced
clinical trials, even after reporting promising results in earlier trials. For
example, in our first Phase III human trial for Lisofylline, or LSF, completed
in March 1998, we failed to meet our two primary endpoints, or goals, even
though we met our endpoints in two earlier Phase II trials for LSF. As a
result, we are no longer developing LSF as a potential product. In addition,
data obtained from clinical trials are susceptible to varying interpretations.
Government regulators and our collaborators may not agree with our
interpretation of our future clinical trial results. The clinical trials of
ATO, PG-TXL and Apra or any of our future drug candidates may not be
successful.
Many of our drug candidates are still in research and preclinical
development, which means that they have not yet been tested on humans. We will
need to commit significant time and resources to develop these and additional
product candidates. We are dependent on the successful completion of clinical
trials and obtaining
1
<PAGE>
regulatory approval in order to generate revenues. The failure to generate such
revenues may preclude us from continuing our research and development of these
and other product candidates.
Even if our drug candidates are successful in clinical trials, they may not be
successfully commercialized.
Since our inception in 1991, we have dedicated substantially all of our
resources to the research and development of our technologies and related
compounds. All of our compounds currently are in research or development, and
none has been submitted for marketing approval. There can be no assurance that
any of our other compounds will enter human clinical trials on a timely basis,
if at all, or that we will develop any product candidates suitable for
commercialization. Prior to commercialization, each product candidate will
require significant additional research, development and preclinical testing
and extensive clinical investigation before submission of any regulatory
application for marketing approval. Potential products that appear to be
promising at early stages of development may not reach the market for a number
of reasons. Potential products may:
. be found ineffective or cause harmful side effects during clinical
testing or clinical trials,
. fail to receive necessary regulatory approvals,
. be difficult to manufacture on a large scale,
. be uneconomical to produce,
. fail to achieve market acceptance, or
. be precluded from commercialization by proprietary rights of third
parties.
Our product development efforts or our collaborative partners' efforts may
not be successfully completed, required regulatory approvals may not be
obtained and our products, if introduced, may not be successfully marketed nor
achieve customer acceptance.
Several of our drug candidates are based on novel technologies that have not
yet been proven.
Many of our products are based upon novel delivery technologies which we are
using to discover and develop drugs for the treatment of cancer. This
technology has not been proven. Our drug candidates may not be proven safe or
effective. If our approaches have been incorrect or our products are not
successful, our drug candidates may not develop into commercial products.
Our clinical trials could take longer to complete than expected.
Although for planning purposes we forecast the commencement and completion
of clinical trials, the actual timing of these events can vary dramatically due
to factors such as delays, scheduling conflicts with participating clinicians
and clinical institutions and the rate of patient accruals. We cannot assure
you that clinical trials involving our product candidates will commence or be
completed as forecasted. We have limited experience in conducting clinical
trials. In certain circumstances we rely on corporate collaborators, academic
institutions or clinical research organizations to conduct, supervise or
monitor some or all aspects of clinical trials involving our products. In
addition, certain clinical trials for our products will be conducted by
government-sponsored agencies and consequently will be dependent on
governmental participation and funding. We will have less control over the
timing and other aspects of these clinical trials than if we conducted them
entirely on our own. These trials may not commence nor be completed as we
expect and they may not be conducted successfully. Failure to commence or
complete, or delays in, any of our planned clinical trials could shake
investors' confidence in our ability to develop products, which would likely
cause our stock price to decrease.
If we continue to incur net losses, we may not achieve or maintain
profitability.
CTI was incorporated in 1991 and has incurred a net operating loss every
year. As of December 31, 1999, we had an accumulated deficit of approximately
$158.4 million. We have not generated any product revenue
2
<PAGE>
from sales to date. We may never generate revenue nor become profitable, even
if we are able to commercialize any products. We will need to conduct
significant research, development, testing and regulatory compliance activities
that, together with projected general and administrative expenses, we expect
will result in substantial increasing operating losses for at least the next
several years. Even if we do achieve profitability, we may not be able to
sustain or increase profitability on a quarterly or annual basis.
If we fail to adequately protect our intellectual property, our competitive
position could be harmed.
Development and protection of our intellectual property are important
aspects of our business. If we do not adequately protect our intellectual
property, competitors may be able to practice our technologies and erode our
competitive advantage. Our success depends in part on our ability to:
. obtain patent protection for our products or processes both in the United
States and other countries,
. protect trade secrets, and
. prevent others from infringing on our proprietary rights.
The patent position of biopharmaceutical firms generally is highly uncertain
and involves complex legal and factual questions. The U.S. Patent and Trademark
Office has not established a consistent policy regarding the breadth of claims
that it will allow in patents affecting subject matters of interest to CTI. If
it allows broad claims, the number and cost of patent interference proceedings
in the U.S. and the risk of infringement litigation may increase. If it allows
narrow claims, the risk of infringement may decrease, but the value of our
rights under our patents, licenses and patent applications may also decrease.
We cannot assure you that patent applications in which we have rights will
ever issue as patents or that the claims of any issued patents will afford
meaningful protection for our technologies or products. In addition, patents
issued to us or our licensors may be challenged and subsequently narrowed,
invalidated or circumvented. Litigation, interference proceedings or other
governmental proceedings that we may become involved in with respect to our
proprietary technologies or the proprietary technology of others could result
in substantial cost to us. Patent litigation is widespread in the biotechnology
industry, and any patent litigation could harm our business. Costly litigation
might be necessary to protect our orphan drug designations or patent position
or to determine the scope and validity of third-party proprietary rights, and
we may not have the required resources to pursue such litigation or to protect
our patent rights. An adverse outcome in litigation with respect to the
validity of any of our patents could subject us to significant liabilities to
third parties, require disputed rights to be licensed from third parties or
require us to cease using a product or technology.
We also rely upon trade secrets, proprietary know-how and continuing
technological innovation to remain competitive. Third parties may independently
develop such know-how or otherwise obtain access to our technology. While our
employees, consultants and corporate partners with access to proprietary
information are generally required to enter into confidentiality agreements,
these agreements may not be honored.
If any of our license agreements for intellectual property underlying ATO or
any other product are terminated, we may lose our rights to develop or market
that product.
Patents issued to third parties may cover our products and services as
ultimately developed. We may need to acquire licenses to these patents or
challenge the validity of these patents. We may not be able to license any
patent rights on acceptable terms or successfully challenge such patents. The
need to do so will depend on the scope and validity of these patents and
ultimately on the final design or formulation of the products and services that
we develop.
We have licensed intellectual property, including patents, patent
applications and know how, from Memorial Sloan Kettering Cancer Institute,
Samuel Waxman Cancer Research Foundation, Beijing Medical University and
others, including the intellectual property underlying our most advanced
product candidate, ATO. Some of our product development programs depend on our
ability to maintain rights under these licenses. Each licensor has the power to
terminate its agreement with us if we fail to meet our obligations under that
3
<PAGE>
license. We may not be able to meet our obligations under these licenses. If we
default under any of these license agreements, we may lose our right to market
and sell any products based on the licensed technology.
Our products could infringe on the intellectual property rights of others,
which may cause us to engage in costly litigation and, if we are not
successful, could cause us to pay substantial damages and prohibit us from
selling our products.
Although we attempt to monitor the patent filings of our competitors in an
effort to guide the design and development of our products to avoid
infringement, third parties may challenge the patents that have been issued or
licensed to us. We may have to pay substantial damages, possibly including
treble damages, for past infringement if it is ultimately determined that our
products infringe a third party's patents. Further, we may be prohibited from
selling our products before we obtain a license, which, if available at all,
may require us to pay substantial royalties. Even if infringement claims
against us are without merit, defending a lawsuit takes significant time, may
be expensive and may divert management attention from other business concerns.
Our lack of operating experience may cause us difficulty in managing our
growth.
We have no experience in selling pharmaceutical products and only limited
experience in negotiating, establishing and maintaining strategic
relationships, in manufacturing or procuring products in commercial quantities
and conducting other later-stage phases of the regulatory approval process.
Furthermore, our first leading drug candidate, ATO, was only recently acquired
in January from PolaRx. We have no experience with respect to the launch of a
commercial product. Our ability to manage our growth, if any, will require us
to improve and expand our management and our operational and financial systems
and controls (particularly with respect to ATO). If our management is unable to
manage growth effectively, our business and financial condition would be
materially harmed. In addition, if rapid growth occurs, it may strain our
operational, managerial and financial resources.
If we fail to keep pace with rapid technological change in the biotechnology
and pharmaceutical industries, our products could become obsolete.
Biotechnology and related pharmaceutical technology have undergone and are
subject to rapid and significant change. We expect that the technologies
associated with biotechnology research and development will continue to develop
rapidly. Our future will depend in large part on our ability to maintain a
competitive position with respect to these technologies. Any compounds,
products or processes that we develop may become obsolete before we recover any
expenses incurred in connection with developing these products.
We are faced with direct and intense competition from our rivals in the
biotechnology and pharmaceutical industries.
The biotechnology and pharmaceutical industries are intensely competitive.
We have numerous competitors in the United States and elsewhere. Our
competitors include major, multinational pharmaceutical and chemical companies,
specialized biotechnology firms and universities and other research
institutions. Many of these competitors have greater financial and other
resources, larger research and development staffs and more effective marketing
and manufacturing organizations, than we do. In addition, academic and
government institutions have become increasingly aware of the commercial value
of their research findings. These institutions are now more likely to enter
into exclusive licensing agreements with commercial enterprises, including our
competitors, to market commercial products.
Our competitors may succeed in developing or licensing technologies and
drugs that are more effective or less costly than any we are developing. Our
competitors obtain FDA or other regulatory approvals for drug candidates before
we do. In particular, we face direct competition from many companies focusing
on delivery technologies. Drugs resulting from our research and development
efforts, if approved for sale, may not compete successfully with our
competitors existing products or products under development.
4
<PAGE>
If we fail to raise substantial additional capital, we will have to curtail or
cease operations.
We expect that our existing capital resources and the interest earned
thereon will enable us to maintain our current and planned operations at least
through the first quarter of 2001. Beyond that time, if our capital resources
are insufficient to meet future capital requirements, we will have to raise
additional funds to continue the development of our technologies and complete
the commercialization of products, if any, resulting from our technologies. We
will require substantial funds to: (1) continue our research and development
programs, (2) in-license or acquire additional technologies, and (3) conduct
preclinical studies and clinical trials. We may need to raise additional
capital to fund our operations repeatedly. We may raise such capital through
public or private equity financings, partnerships, debt financings, bank
borrowings, or other sources. Our capital requirements will depend upon
numerous factors, including the following:
. the establishment of additional collaborations,
. the development of competing technologies or products,
. changing market conditions,
. the cost of protecting our intellectual property rights,
. the purchase of capital equipment,
. the progress of our drug discovery and development programs, the progress
of our collaborations and receipt of any option/license, milestone and
royalty payment resulting from those collaborations, and
. in-licensing and acquisition opportunities.
Additional funding may not be available on favorable terms or at all. If
adequate funds are not otherwise available, we may curtail operations
significantly. To obtain additional funding, we may need to enter into
arrangements that require us to relinquish rights to certain technologies, drug
candidates, products and/or potential markets. To the extent that additional
capital is raised through the sale of equity, or securities convertible into
equity, you may experience dilution of your proportionate ownership of CTI.
Our stock price is extremely volatile, which may affect our ability to raise
capital in the future.
The market price for securities of biopharmaceutical and biotechnology
companies, including that of CTI, historically has been highly volatile, and
the market from time to time has experienced significant price and volume
fluctuations that are unrelated to the operating performance of such companies.
For example, in the last twelve months, our stock price has ranged from a low
of $1.3125 to a high of $52.00. Fluctuations in the trading price or liquidity
of our common stock may adversely affect our ability to raise capital through
future equity financings.
Factors that may have a significant impact on the market price and
marketability of our common stock include:
. announcements of technological innovations or new commercial therapeutic
products by us, our collaborative partners or our present or potential
competitors,
. announcements by us or others of results of preclinical testing and
clinical trials,
. developments or disputes concerning patent or other proprietary rights,
. developments in our relationships with collaborative partners,
. acquisitions,
. litigation,
. adverse legislation, including changes in governmental regulation and the
status of our regulatory approvals or applications,
5
<PAGE>
. third-party reimbursement policies,
. changes in securities analysts' recommendations,
. changes in health care policies and practices,
. economic and other external factors, and
. general market conditions.
In the past, following periods of volatility in the market price of a
company's securities, securities class action litigation has often been
instituted. If a securities class action suit is filed against us, we would
incur substantial legal fees and our management's attention and resources would
be diverted from operating our business in order to respond to the litigation.
Sales of common stock may have an adverse impact on the market price of our
common stock.
A substantial number of outstanding shares of common stock and shares of
common stock issuable upon exercise of outstanding options and warrants are
eligible for sale in the public market. Sales of substantial numbers of shares
of common stock could adversely affect prevailing market prices. Some of our
stockholders are entitled to require us to register their shares of common
stock for offer or sale to the public. Any sales by existing stockholders or
holders of options or warrants may have an adverse effect on our ability to
raise capital and may adversely affect the market price of the common stock.
If we are unable to find and maintain collaborative relationships in the
future, we may not be able to develop our technologies.
A key element of our strategy is to enhance our drug discovery and
development programs and to fund our capital requirements, in part, by entering
into various collaborative arrangements with corporate partners, academic
collaborators and licensors. For example, in 1996, we entered into a
collaboration agreement with subsidiaries of Johnson & Johnson to jointly
develop and commercialize a cancer drug known as LSF. We are no longer
developing LSF as a potential product and do not anticipate that Johnson &
Johnson will elect to develop and commercialize LSF.
We currently have collaborative arrangements for certain product candidates,
including PG-TXL. We may pursue additional collaborative relationships in the
future. However, we may not be able to negotiate acceptable collaborative
arrangements in the future and these collaborations, if entered into, may not
be on terms favorable to us. If we do not enter into future collaborations with
capable partners and on commercially reasonable terms, the development and
commercialization of our product candidates would be delayed and possibly
postponed indefinitely.
Our dependence on third-party manufacturers means that we may not have
sufficient control over the manufacture of our products.
We currently do not have internal facilities for the manufacture of any of
our products for clinical or commercial production. We will need to develop
additional manufacturing resources, enter into collaborative arrangements with
other parties which have established manufacturing capabilities or elect to
have other third parties manufacture our products on a contract basis. For
example, we are a party to an agreement with Aerojet to furnish Apra bulk drug
substance for future clinical studies. We are dependent on such collaborators
or third parties to supply us in a timely way with products manufactured in
compliance with standards imposed by the FDA and foreign regulators. The
manufacturing facilities of contract manufacturers may not comply with
applicable manufacturing regulations of the FDA nor meet our requirements for
quality, quantity or timeliness.
We may face difficulties in achieving acceptance of our products in the market
due to our lack of sales and marketing capabilities and other factors.
We have no direct experience in marketing, sales or distribution. The
creation of infrastructure to commercialize pharmaceutical products is an
expensive and time-consuming process. In the event that ATO
6
<PAGE>
achieves regulatory approval, we will need to build a sales and marketing force
to market the product. Should we have to market and sell our other products
directly, we would need to further develop a marketing and sales force with
sufficient technical expertise and distribution capability. We may be unable to
develop the necessary marketing and sales capabilities and we may fail to gain
market acceptance for our products.
If we lose our key personnel or are unable to attract and retain additional
personnel, we may be unable to pursue collaborations or develop our own
products.
We are highly dependent on Dr. James A. Bianco, Chief Executive Officer, and
Dr. Jack Singer, Executive Vice President, Research Program Chairman. The loss
of these principal members of our scientific or management staff, or failure to
attract or retain other key scientific personnel employees, could prevent us
from pursuing collaborations or developing our products and core technologies.
Recruiting and retaining qualified scientific personnel to perform research and
development work are critical to CTI's success. There is intense competition
for qualified scientists and managerial personnel from numerous pharmaceutical
and biotechnology companies, as well as from academic and government
organizations, research institutions and other entities. In addition, we rely
on consultants and advisors, including our scientific and clinical advisors, to
assist us in formulating our research and development strategy. All of our
consultants and advisors are employed by other employers or are self-employed,
and have commitments to or consulting or advisory contracts with other entities
that may limit their availability to us.
If our potential products are not approved by the appropriate regulatory
authorities , we will not be able to commercialize those products.
The pharmaceutical industry is subject to stringent regulation with respect
to product safety and efficacy by various federal, state and local authorities.
Of particular significance are the Food and Drug Administration's requirements
covering research and development, testing, manufacturing, quality control,
labeling and promotion of drugs for human use. A pharmaceutical product cannot
be marketed in the U.S. until it has been approved by the FDA, and then can
only be marketed for the indications and claims approved by the FDA. The effect
of government regulation may be to delay marketing of our products for a
considerable or indefinite time, impose costly procedural requirements and
furnish a competitive advantage to larger companies or companies more
experienced in regulatory affairs. Delays in obtaining governmental regulatory
approval could adversely affect our marketing strategy as well as our ability
to generate revenue from product sales.
The regulatory process is expensive and time consuming. Currently, none of
our products are under review by the FDA nor have any of our drug candidates
been reviewed in the past. We are in the process of preparing a New Drug
Application, or NDA, for ATO for the FDA's review. We also have orphan drug
designation with the FDA for ATO, which means that we may be awarded the status
as the sole marketer of ATO for certain specified indications for use in a
limited patient population for a limited period of time if the NDA is approved.
If our products are marketed abroad, they will also be subject to export
requirements and to regulation by foreign governments. The applicable
regulatory approval process is lengthy and expensive and must be completed
prior to the commercialization of a product. We may not be able to obtain
necessary regulatory approvals on a timely basis, if at all, for any of our
products under development. Violations of regulatory requirements at any stage,
whether before or after marketing approval is obtained, may result in fines,
forced removal of a product from the market and other adverse consequences.
Because there is a risk of product liability associated with our products, we
face potential difficulties in obtaining insurance.
Our business exposes us to potential product liability risks inherent in the
testing, manufacturing and marketing of human pharmaceutical products, and we
may not be able to avoid significant product liability exposure. Except for
insurance covering product use in our clinical trials, we do not currently have
any product liability insurance, and it is possible that we will not be able
obtain or maintain such insurance on acceptable
7
<PAGE>
terms or that any insurance obtained will provide adequate coverage against
potential liabilities. Our inability to obtain sufficient insurance coverage at
an acceptable cost or otherwise to protect against potential product liability
claims could prevent or limit the commercialization of any products we develop.
A successful product liability claim in excess of our insurance coverage could
exceed our net worth.
Uncertainty regarding third-party reimbursement and health care cost
containment initiatives may limit our returns.
Our ability to commercialize our products successfully will be affected by
the ongoing efforts of governmental and third-party payors to contain or reduce
the cost of health care. Governmental and other third-party payors increasingly
are attempting to contain health care costs by:
. challenging the prices charged for health care products and services,
. limiting both coverage and the amount of reimbursement for new
therapeutic products,
. denying or limiting coverage for products that are approved by the FDA
but are considered experimental or investigational by third-party payors,
and
. refusing in some cases to provide coverage when an approved product is
used for disease indications in a way that has not received FDA marketing
approval.
In addition, the trend toward managed health care in the United States, the
growth of organizations such as health maintenance organizations, and
legislative proposals to reform healthcare and government insurance programs
could significantly influence the purchase of healthcare services and products,
resulting in lower prices and reducing demand for our products.
Even if we succeed in bringing any of our proposed products to the market,
they may not be considered cost-effective and third-party reimbursement might
not be available or sufficient. If adequate third party coverage is not
available, we may not be able to maintain price levels sufficient to realize an
appropriate return on our investment in research and product development. In
addition, legislation and regulations affecting the pricing of pharmaceuticals
may change in ways adverse to us before or after any of our proposed products
are approved for marketing. While we cannot predict whether any such
legislative or regulatory proposals will be adopted, the adoption of such
proposals could make it difficult or impossible to sell our products.
Although we believe that we adequately prepared for Year 2000 issues, it is
possible that Year 2000 problems of other companies could impact our business.
Although CTI has not experienced any Year 2000 problems, the systems of
other companies on which CTI's systems rely may still remain vulnerable to the
Year 2000 issue. Potential impacts could include, but are not limited to,
future revenue delays due to delayed research, development, clinical trials or
agency approvals. We presently believe the Year 2000 issue will not pose
significant operational problems for our computer systems or third-party
relationships.
We believe that the Year 2000 issues have been effectively avoided, but we
have developed for each critical activity a contingency plan to allow
operations to continue even if significant issues are experienced. CTI has a
team assigned to review all information technology systems, all equipment, and
vendors of equipment and services that may be impacted by Year 2000 issues.
Since we use hazardous materials in our business, we may be subject to claims
relating to improper handling, storage or disposal of these materials.
Our research and development activities involve the controlled use of
hazardous materials, chemicals and various radioactive compounds. We are
subject to federal, state and local laws and regulations governing the use,
manufacture, storage, handling and disposal of such materials and certain waste
products. Although we believe that our safety procedures for handling and
disposing of such materials comply with the standards
8
<PAGE>
prescribed by state and federal regulations, the risk of accidental
contamination or injury from these materials cannot be eliminated completely.
In the event of such an accident, we could be held liable for any damages that
result and any such liability not covered by insurance could exceed our
resources. Compliance with environmental laws and regulations may be expensive,
and current or future environmental regulations may impair our research,
development or productions efforts. We believe that our current operations
comply in all material respects with applicable Environmental Protection Agency
regulations.
Our ability to conduct animal testing could be limited in the future.
Certain of our research and development activities involve animal testing.
Such activities have been the subject of controversy and adverse publicity.
Animal rights groups and other organizations and individuals have attempted to
stop animal testing activities by pressing for legislation and regulation in
these areas. To the extent the activities of these groups are successful, our
business could be materially harmed.
Since ownership of our stock is concentrated in officers, directors and their
affiliates, a change of control may be delayed or prevented, even if the change
would be in the best interest of our shareholders.
Directors and officers of CTI, and their affiliates, beneficially own in the
aggregate 2,912,721 shares of our common stock (including shares of common
stock subject to options or warrants exercisable or convertible within 60 days
of February 29, 2000), representing approximately 10.91 percent of the voting
power of our outstanding securities. Such concentration of ownership may have
the effect of delaying, deferring or preventing a change in control of CTI and
might affect the market price of our common stock, even when a change may be in
the best interests of all shareholders. In addition, the interests of this
concentration of ownership may not always coincide with our interests or the
interests of other shareholders and accordingly, they could cause us to enter
into transactions or agreements which we would not otherwise consider.
Because our charter documents contain certain anti-takeover provisions and we
have a rights plan, it may be difficult to sell CTI to a third party, and the
rights of some shareholders could be adversely affected.
Our Restated Articles of Incorporation and Bylaws contain provisions that
may make it more difficult for a third party to acquire or make a bid for us.
These provisions could limit the price that certain investors might be willing
to pay in the future for shares of our common stock. In addition, shares of our
preferred stock may be issued in the future without further shareholder
approval and upon such terms and conditions and having such rights, privileges
and preferences, as the board of directors may determine. The rights of the
holders of common stock will be subject to, and may be adversely affected by,
the rights of any holders of preferred stock that may be issued in the future.
The issuance of preferred stock, while providing desirable flexibility in
connection with possible acquisitions and other corporate purposes, could have
the effect of making it more difficult for a third party to acquire, or of
discouraging a third party from acquiring, a majority of our outstanding voting
stock. We have no present plans to issue any shares of preferred stock. In
addition, we have adopted a shareholder rights plan that, along with certain
provisions of our Restated Articles of Incorporation, may have the effect of
discouraging certain transactions involving a change of control of CTI.
9
<PAGE>
USE OF PROCEEDS
CTI will not receive any of the net proceeds from the sale of the shares of
CTI common stock offered hereby, all of which proceeds will be received by the
selling shareholders.
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports, proxy statements and other
information with the SEC. You may read and copy any document we file at the
SEC's Public Reference Room at 450 Fifth Street, N.W., Washington, D.C. 20549.
Please call the SEC at 1-800-SEC-0330 for further information on the operation
of the Public Reference Room. Our SEC filings are also available to the public
from our web site at http://www.ctiseattle.com or at the SEC's web site at
http://www.sec.gov. The SEC allows us to "incorporate by reference" the
information we file with them, which means that we can disclose important
information to you by referring you to those documents. The information
incorporated by reference is considered to be part of this prospectus, and
later information filed with the SEC will update and supersede this
information. We incorporate by reference the documents listed below and any
future filings made with the SEC under Section 13a, 13(c), 14, or 15(d) of the
Securities Exchange Act of 1934 until our offering is completed.
(a) Annual Report on Form 10-K for the fiscal year ended December 31, 1998,
filed March 31, 1999, including certain information in CTI's Definitive Proxy
Statement in connection with CTI's 1999 Annual Meeting of Shareholders and
certain information in CTI's Annual Report to Shareholders for the fiscal year
ended December 31, 1998;
(b) Quarterly Reports on Form 10-Q for the quarters ended March 31, 1999,
June 30, 1999 and September 30, 1999;
(c) Current Report on Form 8-K filed January 25, 2000;
(d) Current Report on Form 8-K filed February 24, 2000;
(e) Current Report on Form 8-K filed March 2, 2000;
(f) The description of CTI common stock contained in its registration
statement on Form 10 filed June 27, 1996 and June 28, 1996, including any
amendments or reports filed for the purpose of updating such descriptions; and
(g) The description of CTI's Preferred Stock Purchase Rights, contained in
its registration statement on Form 8-A filed on November 15, 1996, including
any amendments or reports filed for the purpose of updating such description.
You may request a copy of these filings, at no cost, by writing or
telephoning us at the following address:
Louis A. Bianco
Executive Vice President, Finance and Administration
Cell Therapeutics, Inc.
201 Elliott Avenue West
Seattle, WA 98119
(206) 282-7100
10
<PAGE>
SELLING SHAREHOLDERS
The following table sets forth the number of shares owned by each of the
selling shareholders. None of the selling shareholders has had a material
relationship with CTI within the past three years other than as a result of the
ownership of the shares or other securities of CTI. No estimate can be given as
to the amount of shares that will be held by the selling shareholders after
completion of this offering because the selling shareholders may offer all or
some of the shares and because there currently are no agreements, arrangements
or understandings with respect to the sale of any of the shares. The shares
offered by this prospectus may be offered from time to time by the selling
shareholders named below.
<TABLE>
<CAPTION>
Shares of Common
Shares of Common Stock Number of Shares Stock Beneficially
Beneficially Owned Offered hereby Owned
Prior to Offering for After the Offering
----------------------- Stockholder's --------------------
Name of Beneficial Owner Number Percentage(1) Account(2)(3) Number Percentage(1)
- ------------------------ --------- ------------- ---------------- ------ -------------
<S> <C> <C> <C> <C> <C>
The Aries Master
Fund(4)................ 1,037,797 6.25 1,037,797 0 *
Aries Domestic Fund,
L.P. .................. 420,529 2.63 420,529 0 *
Aries Domestic Fund II,
L.P. .................. 32,585 * 32,585 0 *
Essex Woodlands Health
Ventures Fund IV,
L.P.(5) ............... 3,688,852 19.16 3,688,852 0 *
Caduceus Capital Trust.. 410,692 2.57 410,692 0 *
Caduceus Capital II,
L.P. .................. 204,116 1.29 204,116 0 *
Paramount Capital,
Inc.................... 50,000 * 50,000 0 *
Wayne Rothbaum.......... 122,962 * 122,962 0 *
Steven Olivera.......... 122,962 * 122,962 0 *
Joseph Edelman.......... 61,481 * 61,481 0 *
Mitchell Silber......... 46,111 * 46,111 0 *
</TABLE>
- --------
* Represents beneficial ownership of less than one percent.
(1) Based on the number of shares outstanding on December 1, 1999.
(2) Assumes sale of all shares of common stock offered by the selling
stockholders, based on the fixed conversion ratio price of $2.16250 per
share and exercise of warrants to purchase 1,523,810 shares of common
stock. CTI has registered for resale under this prospectus a maximum of up
to 6,198,087 shares of its common stock. In addition, the actual number of
shares of common stock offered for resale may be higher or lower based on
issuances of additional shares in the event of any future stock dividends,
stock distributions, stock splits or similar capital readjustments.
(3) For each selling stockholder, includes shares of common stock issuable upon
conversion of shares of Series D preferred stock (assuming a conversion
price of $2.16250 per share), and also includes shares of common stock
issuable upon exercise in full of such selling stockholder's pro rata share
of warrants to purchase a total of 1,523,810 shares of common stock.
(4) Martin P. Sutter is the Managing Director of Essex Woodlands Health
Ventures Fund IV, L.P.
(5) Dr. Lindsay Rosenwald, M.D. is the Chairman of Paramount Capital Asset
Management, which manages the Aries funds.
11
<PAGE>
PLAN OF DISTRIBUTION
CTI is registering all 6,198,087 shares on behalf of certain selling
shareholders. All of the shares either originally were issued by us or will be
issued upon the conversion of Series D preferred stock or upon exercise of
warrants to acquire shares of our common stock. CTI will receive no proceeds
from this offering. The selling shareholders named in the table above or
pledgees, donees, transferees or other successors-in-interest selling shares
received from a named selling shareholder as a gift, partnership distribution
or other non-sale-related transfer after the date of this prospectus may sell
the shares from time to time. The selling shareholders will act independently
of CTI in making decisions with respect to the timing, manner and size of each
sale. The sales may be made on one or more exchanges or in the over-the-counter
market or otherwise, at prices and at terms then prevailing or at prices
related to the then current market price, or in negotiated transactions. The
selling shareholders may effect such transactions by selling the shares to or
through broker-dealers. The shares may be sold by one or more of, or a
combination of, the following:
. a block trade in which the broker-dealer so engaged will attempt to sell
the shares as agent but may position and resell a portion of the block as
principal to facilitate the transaction,
. purchases by a broker-dealer as principal and resale by such broker-
dealer for its account pursuant to this prospectus,
. an exchange distribution in accordance with the rules of such exchange,
. ordinary brokerage transactions and transactions in which the broker
solicits purchasers, and
. in privately negotiated transactions.
To the extent required, this prospectus may be amended or supplemented from
time to time to describe a specific plan of distribution. In effecting sales,
broker-dealers engaged by the selling shareholders may arrange for other
broker-dealers to participate in the resales.
The selling shareholders may enter into hedging transactions with broker-
dealers in connection with distributions of the shares or otherwise. In such
transactions, broker-dealers may engage in short sales of the shares in the
course of hedging the positions they assume with selling shareholders. The
selling shareholders also may sell shares short and redeliver the shares to
close out such short positions. The selling shareholders may enter into option
or other transactions with broker-dealers which require the delivery to the
broker-dealer of the shares. The broker-dealer may then resell or otherwise
transfer such shares pursuant to this prospectus. The selling shareholders also
may loan or pledge the shares to a broker-dealer. The broker-dealer may sell
the shares so loaned, or upon a default the broker-dealer may sell the pledged
shares pursuant to this prospectus.
Broker-dealers or agents may receive compensation in the form of
commissions, discounts or concessions from selling shareholders. Broker-dealers
or agents may also receive compensation from the purchasers of the shares for
whom they act as agents or to whom they sell as principals, or both.
Compensation as to a particular broker-dealer might be in excess of customary
commissions and will be in amounts to be negotiated in connection with the
sale. Broker-dealers or agents and any other participating broker-dealers or
the selling shareholders may be deemed to be "underwriters" within the meaning
of Section 2(11) of the Securities Act in connection with sales of the shares.
Accordingly, any such commission, discount or concession received by them and
any profit on the resale of the shares purchased by them may be deemed to be
underwriting discounts or commissions under the Securities Act. Because selling
shareholders may be deemed to be "underwriters" within the meaning of Section
2(11) of the Securities Act, the selling shareholders will be subject to the
prospectus delivery requirements of the Securities Act. In addition, any
securities covered by this prospectus which qualify for sale pursuant to Rule
144 promulgated under the Securities Act may be sold under Rule 144 rather than
pursuant to this prospectus. The selling shareholders have advised CTI that
they have not entered into any agreements, understandings or arrangements with
any underwriters or broker-dealers regarding the sale of their securities.
There is no underwriter or coordinating broker acting in connection with the
proposed sale of shares by selling shareholders.
12
<PAGE>
The shares will be sold only through registered or licensed brokers or
dealers if required under applicable state securities laws. In addition, in
certain states the shares may not be sold unless they have been registered or
qualified for sale in the applicable state or an exemption from the
registration or qualification requirement is available and is complied with.
Under applicable rules and regulations under the Exchange Act, any person
engaged in the distribution of the shares may not simultaneously engage in
market making activities with respect to our common stock for a period of two
business days prior to the commencement of such distribution. In addition, each
selling shareholder will be subject to applicable provisions of the Exchange
Act and the associated rules and regulations under the Exchange Act, including
Regulation M, which provisions may limit the timing of purchases and sales of
shares of our common stock by the selling shareholders. CTI will make copies of
this prospectus available to the selling shareholders and has informed them of
the need for delivery of copies of this prospectus to purchasers at or prior to
the time of any sale of the shares.
CTI will file a supplement to this prospectus, if required, pursuant to Rule
424(b) under the Securities Act upon being notified by a selling shareholder
that any material arrangement has been entered into with a broker-dealer for
the sale of shares through a block trade, special offering, exchange
distribution or secondary distribution or a purchase by a broker or dealer.
Such supplement will disclose:
. the name of each such selling shareholder and of the participating
broker-dealer(s),
. the number of shares involved,
. the price at which such shares were sold,
. the commissions paid or discounts or concessions allowed to such broker-
dealer(s), where applicable,
. that such broker-dealer(s) did not conduct any investigation to verify
the information set out or incorporated by reference in this prospectus,
and
. other facts material to the transaction.
In addition, upon being notified by a selling shareholder that a donee or
pledgee intends to sell more than 500 shares, CTI will file a supplement to
this prospectus.
CTI will bear all costs, expenses and fees in connection with the
registration of the shares. The selling shareholders will bear all commissions
and discounts, if any, attributable to the sales of the shares. The selling
shareholders may agree to indemnify any broker-dealer or agent that
participates in transactions involving sales of the shares against certain
liabilities, including liabilities arising under the Securities Act. The
selling shareholders have agreed to indemnify certain persons, including
broker-dealers and agents, against certain liabilities in connection with the
offering of the shares, including liabilities arising under the Securities Act.
LEGAL MATTERS
The validity of the securities offered hereby will be passed upon for CTI by
Wilson Sonsini Goodrich & Rosati, San Francisco, California.
EXPERTS
The consolidated financial statements of Cell Therapeutics, Inc. for the
year ended December 31, 1999, included in its Current Report on Form 8-K dated
March 2, 2000, have been audited by Ernst & Young LLP, independent auditors, as
set forth in their report thereon included therein and incorporated herein by
reference. Such consolidated financial statements are incorporated herein by
reference in reliance upon such report given on the authority of such firm as
experts in accounting and auditing.
13
<PAGE>
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
We have not authorized any person to make a statement that differs from
what is in this prospectus. If any person does make a statement that differs
from what is in this prospectus, you should not rely on it. This prospectus is
not an offer to sell, nor is it seeking an offer to buy, these securities in
any state in which the offer or sale is not permitted. The information in this
prospectus is complete and accurate as of its date, but the information may
change after that date.
-----------------
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
----
<S> <C>
The Company................................................................ 1
Risk Factors............................................................... 1
Use of Proceeds............................................................ 10
Where You Can Find More Information........................................ 10
Selling Shareholders....................................................... 11
Plan of Distribution....................................................... 12
Legal Matters.............................................................. 13
Experts.................................................................... 13
</TABLE>
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
[Cell Therapeutics, Inc. Logo]
COMMON STOCK
NO PAR VALUE
-----------------
PROSPECTUS
-----------------
, 2000
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following table sets forth the costs and expenses, other than
underwriting discounts and commissions, payable by CTI in connection with the
sale of common stock being registered. All amounts are estimates except the SEC
registration fee.
<TABLE>
<S> <C>
SEC Registration Fee................................................ $ 5,676
Legal Fees and Expenses............................................. 50,000
Accounting Fees and Expenses........................................ 10,000
Printing Fees....................................................... 18,000
Transfer Agent Fees................................................. 2,500
Miscellaneous....................................................... 1,000
-------
Total............................................................. $86,776
=======
</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Sections 23B.08.500 through 23B.08.600 of the Washington Business
Corporation Act (the "WBCA") authorize a court to award, or a corporation's
board of directors to grant, indemnification to directors and officers on terms
sufficiently broad to permit indemnification under certain circumstances for
liabilities arising under the Securities Act of 1933, as amended (the
"Securities Act"). Article IX of CTI's Restated Bylaws provides for
indemnification of CTI's directors, officers, employees and agents to the
maximum extent permitted by Washington law. The directors and officers of CTI
also may be indemnified against liability they may incur for serving in such
capacity pursuant to a liability insurance policy maintained by CTI for such
purpose.
Section 23B.08.320 of the WBCA authorizes a corporation to limit a
director's liability to the corporation or its shareholders for monetary
damages for acts or omissions as a director, except in certain circumstances
involving intentional misconduct, knowing violations of law or illegal
corporate losses or distributions, or any transaction from which the director
personally receives a benefit in money, property or services to which the
director is not legally entitled. Article VI of the Registrant's Restated
Articles of Incorporation (Exhibit 4.1 hereto) contains provisions
implementing, to the fullest extent permitted by Washington law, such
limitations on a director's liability to the Registrant and its shareholders.
CTI has entered into an indemnification agreement with each of its executive
officers and directors in which CTI agrees to hold harmless and indemnify the
officer or director to the fullest extent permitted by Washington law. CTI
agrees to indemnify the officer or director against any and all losses, claims,
damages, liabilities or expenses incurred in connection with any actual,
pending or threatened action, suit, claim or proceeding, whether civil,
criminal, administrative or investigative and whether formal or informal, in
which the officer or director is, was or becomes involved by reason of the fact
that the officer or director is or was a director, officer, employee, trustee
or agent of the Registrant or any related company, partnership or enterprise,
including service with respect to an employee benefit plan, whether the basis
of such proceeding is alleged action (or inaction) by the officer or director
in an official capacity and any action, suit, claim or proceeding instructed by
or at the direction of the officer or director unless such action, suit, claim
or proceeding is or was authorized by CTI's Board of Directors. No indemnity
pursuant to the indemnification agreements shall be provided by CTI on account
of any suit in which a final, unappealable judgment is rendered against the
officer or director for an accounting of profits made from the purchase or sale
by the officer or director of securities of CTI in violation of the provisions
of Section 16(b) of the Securities Exchange Act of 1934, or for damages that
have been paid directly to the officer or director by an insurance carrier
under a policy of directors' and officers' liability insurance maintained by
CTI.
II-1
<PAGE>
CTI has entered into Registration Rights Agreements with the selling
holders. Such agreements provide for indemnification by such selling holders of
the Company and its officers and directors, and by the Company of such selling
holders, for certain liabilities arising under the Securities Act or otherwise.
ITEM 16. EXHIBITS
<TABLE>
<C> <S>
4.1* Securities Purchase Agreement dated as of November 15, 1999 between Cell
Therapeutics, Inc. and the Purchasers named therein.
4.2* Form of Registration Rights Agreement dated as of November 24, 1999
between Cell Therapeutics, Inc. and the Investors named therein.
4.3* Form of Warrant to purchase shares of Common Stock of Cell Therapeutics,
Inc. (pursuant to the Securities Purchase Agreement filed as Exhibit 4.1
hereto).
5.1* Opinion of Wilson Sonsini Goodrich & Rosati
23.1 Consent of Ernst & Young LLP, Independent Auditor
23.2* Consent of Wilson Sonsini Goodrich & Rosati (included in the Opinion of
Wilson Sonsini Goodrich & Rosati filed as Exhibit 5.1 hereto)
24.1* Power of Attorney (included on page II-4 of this registration statement)
</TABLE>
- --------
* Previously filed.
ITEM 17. UNDERTAKINGS
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement: (i) to include
any prospectus required by Section 10(a)(3) of the Securities Act; (ii) to
reflect in the prospectus any facts or events arising after the effective
date of the registration statement, or the most recent post-effective
amendment thereof, which, individually or in the aggregate, represent a
fundamental change in the information set forth in the registration
statement; and (iii) to include any material information with respect to
the plan of distribution not previously disclosed in the Registration
Statement or any material change to such information in the registration
statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions or otherwise, the registrant
has been advised that in the opinion of the SEC such indemnification is against
public policy as expressed in the Securities Act and therefore is
unenforceable. In the event that a claim for indemnification against such
liabilities, other than the payment by the registrant of expenses incurred or
paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act and will be governed
by the final adjudication of such issue.
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act, and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act, that is
incorporated by reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
II-2
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 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 amendment to the
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized in the City of Seattle, State of Washington, on this 17th day
of March, 2000.
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
amendment to the registration statement has been signed below by the following
persons on behalf of CTI and in the capacities and on the dates indicated:
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ James A. Bianco, M.D. President, Chief Executive March 17, 2000
____________________________________ Officer and Director
James A. Bianco, M.D. (Principal Executive
Officer)
* Executive Vice President, March 17, 2000
____________________________________ Finance and Administration
Louis A. Bianco (Principal Financial
and Accounting Officer)
* Chairman of the Board and March 17, 2000
____________________________________ Director
Max E. Link, Ph.D.
* Director March 17, 2000
____________________________________
Jack W. Singer, M.D.
* Director March 17, 2000
____________________________________
Jack L. Bowman
* Director March 17, 2000
____________________________________
Jeremy L. Curnock Cook
* Director March 17, 2000
____________________________________
Wilfred E. Jaeger, M.D.
* Director March 17, 2000
____________________________________
Mary O'Neil Mundinger
* Director March 17, 2000
____________________________________
Phillip M. Nudelman, Ph.D.
</TABLE>
*By: /s/ James A. Bianco, M.D.
__________________________
James A. Bianco, M.D.
(Attorney-in-Fact)
II-3
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit
Number Exhibit Title
------- -------------
<C> <S>
4.1* Securities Purchase Agreement dated as of November 15, 1999 between
Cell Therapeutics, Inc. and the Purchasers named therein.
4.2* Form of Registration Rights Agreement dated as of November 24, 1999
between Cell Therapeutics, Inc. and the Investors named therein.
4.3* Form of Warrant to purchase shares of Common Stock of Cell
Therapeutics, Inc. (pursuant to the Securities Purchase Agreement
filed as Exhibit 4.1 hereto).
5.1* Opinion of Wilson Sonsini Goodrich & Rosati
23.1 Consent of Ernst & Young LLP, Independent Auditor
23.2* Consent of Wilson Sonsini Goodrich & Rosati (included in the Opinion
of WSGR filed as Exhibit 5.1)
24.1* Power of Attorney (included on page II-4 of this registration
statement)
</TABLE>
- --------
* Previously filed.
<PAGE>
Exhibit 23.1
Consent of Ernst & Young LLP, Independent Auditor
We consent to the reference to our firm under the caption "Experts" in the
Registration Statement (Form S-3) of Cell Therapeutics, Inc. and related
Prospectus of Cell Therapeutics, Inc. for the registration of 6,198,087 shares
of its common stock and to the incorporation by reference therein of our report
dated February 25, 2000, with respect to the consolidated financial statements
of Cell Therapeutics, Inc. included in its Current Report on Form 8-K dated
March 2, 2000, filed with the Securities and Exchange Commission.
Seattle, Washington
March 17, 2000
