As filed with the Securities and Exchange Commission on March 16, 2009
Registration No. 333-153358
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
(Post-Effective Amendment No. 1)
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
CELL THERAPEUTICS, INC.
(Exact name of registrant as specified in its charter)
Washington | 2834 | 91-1533912 | ||
(State of other jurisdiction of | (Primary Standard Industrial | (I.R.S. Employer | ||
incorporation or organization) | Classification Code Number) | Identification No.) |
501 Elliott Avenue West, Suite 400
Seattle, Washington 98119
(206) 282-7100
(Address, including zip code, and telephone number, including area code, of registrants principal executive offices)
James A. Bianco, M.D.
Chief Executive Officer
Cell Therapeutics, Inc.
501 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)
Copy to:
Karen A. Dempsey, Esq.
Orrick, Herrington & Sutcliffe LLP
405 Howard Street
San Francisco, California 94105
(415) 773-5700
Approximate date of commencement of proposed sale to the public: N/A
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, 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. ¨
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. ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definition of accelerated filer, large accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act.
Large accelerated filer | ¨ | Accelerated filer | x | |||
Non-accelerated filer | ¨ (Do not check if a smaller reporting company) | Smaller reporting company | ¨ |
EXPLANATORY NOTE
This Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 is being filed, pursuant to the Registrants undertaking in Part II, Item 17(a)(3) of the original Registration Statement, for the purpose of removing from registration $146,324,274.45 of the $150,000,000 indeterminable securities, including common stock, preferred stock, various series of debt securities and warrants, originally registered for issuance under the Securities Act of 1933.
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 Post-Effective Amendment No. 1 the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Seattle, state of Washington, on March 16, 2009.
CELL THERAPEUTICS, INC. | ||
By: | /s/ James A. Bianco | |
James A. Bianco, M.D. | ||
Chief Executive Officer |
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons in the capacities and on the dates indicated.
Signature |
Title |
Date | ||
* Phillip M. Nudelman, Ph.D. |
Chairman of the Board | March 16, 2009 | ||
/s/ James A. Bianco James A. Bianco, M.D. |
Chief Executive Officer and Director (Principal Executive Officer) | March 16, 2009 | ||
* Louis A. Bianco |
Executive Vice President, Finance and Administration (Principal Financial Officer and Principal Accounting Officer) | March 16, 2009 | ||
* John H. Bauer |
Director | March 16, 2009 | ||
* Vartan Gregorian, Ph.D. |
Director | March 16, 2009 | ||
* Richard L. Love |
Director | March 16, 2009 | ||
* Mary O. Mundinger, Dr. PH |
Director | March 16, 2009 | ||
* Jack W. Singer, M.D. |
Director | March 16, 2009 | ||
* Frederick W. Telling, Ph.D. |
Director | March 16, 2009 |
*By: | /s/ James A. Bianco | |
James A. Bianco, M.D. Attorney-in-Fact |