-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, USmD15uI9uDPtdmS6SnMhjv6SycFDjPPn3sp0F7sC2QPLQEemEOFBeq951x7+trO ij2+a3xpniy2yuFKnelWpw== 0000898430-97-004404.txt : 19971023 0000898430-97-004404.hdr.sgml : 19971023 ACCESSION NUMBER: 0000898430-97-004404 CONFORMED SUBMISSION TYPE: S-3MEF PUBLIC DOCUMENT COUNT: 4 333-36603 FILED AS OF DATE: 19971022 EFFECTIVENESS DATE: 19971022 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: CELL THERAPEUTICS INC CENTRAL INDEX KEY: 0000891293 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 911533912 STATE OF INCORPORATION: WA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3MEF SEC ACT: SEC FILE NUMBER: 333-38431 FILM NUMBER: 97698905 BUSINESS ADDRESS: STREET 1: 201 ELLIOTT AVE W STREET 2: STE 400 CITY: SEATTLE STATE: WA ZIP: 98119 S-3MEF 1 FORM S-3MEF 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
=========================================================================================================== 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) - ----------------------------------------------------------------------------------------------------------- Common Stock, no par value (including associated Preferred Stock Purchase Rights).................................. 345,000 shares $16.00 $5,520,000 $1,673 ===========================================================================================================
(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). ================================================================================ 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. 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. 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. EXHIBIT INDEX
EXHIBIT NUMBER DESCRIPTION ------- ----------- 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.
- -------- + Incorporated by reference to the Company's Registration Statement on Form S-3 (No. 333-36603) filed on September 26, 1997. EX-5.1 2 OPINION OF DAVIS WRIGHT TREMAINE LLP [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 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 EX-23.1 3 CONSENT OF ERNST & YOUNG LLP 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 EX-23.3 4 CONSENT OF FOLEY & LARDNER 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 -----END PRIVACY-ENHANCED MESSAGE-----