S-8

As filed with the Securities and Exchange Commission on October 20, 2010

Registration No. 333-          

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

CELL THERAPEUTICS, INC.

(Exact Name of Registrant as Specified in Its Charter)

Washington	91-1533912
(State or Other Jurisdiction of Incorporation or Organization)	(I.R.S. Employer Identification No.)

501 Elliott Avenue West, Suite 400

Seattle, Washington 98119

(Address, Including Zip Code, of Principal Executive Offices)

Cell Therapeutics, Inc. 2007 Equity Incentive Plan

(Full Title of the Plan)

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 and Telephone Number, Including Area Code, of Agent for Service)

COPY TO:

C. Brophy Christensen, Esq.

O’Melveny & Myers LLP

Two Embarcadero Center, 28th Floor

San Francisco, California 94111

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 the definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer	x	Accelerated filer	¨
Non-accelerated filer	¨	Smaller reporting company	¨

CALCULATION OF REGISTRATION FEE

Title of Securities To Be Registered	Amount To Be Registered	Proposed Maximum Offering Price Per Share	Proposed Maximum Aggregate Offering Price	Amount Of Registration Fee
Common Stock, no par value per share, issuable under the 2007 Equity Incentive Plan	40,000,000(1) shares	$0.39(2)	$15,600,000(2)	$1,113(2)

⁽¹⁾ This Registration Statement covers, in addition to the number of shares of Cell Therapeutics, Inc., a Washington corporation (the “Company” or the “Registrant”), common stock, no par value per share (the “Common Stock”), stated above, options and other rights to purchase or acquire the shares of Common Stock covered by this Registration Statement and, pursuant to Rule 416(c) under the Securities Act of 1933, as amended (the “Securities Act”), an additional indeterminate number of shares, options and rights that may be offered or issued pursuant to the Cell Therapeutics, Inc. 2007 Equity Incentive Plan (the “Plan”) as a result of one or more adjustments under the Plan to prevent dilution resulting from one or more stock splits, stock dividends or similar transactions.

⁽²⁾ Pursuant to Securities Act Rule 457(h), the maximum offering price, per share and in the aggregate, and the registration fee were calculated based upon the average of the high and low prices of the Common Stock on October 13, 2010, as quoted on the Nasdaq Capital Market.

The Exhibit Index for this Registration Statement is at page 7.

EXPLANATORY NOTE

This Registration Statement is filed by the Company to register additional securities issuable pursuant to the Plan and consists of only those items required by General Instruction E to Form S-8.

PART I

INFORMATION REQUIRED IN THE

SECTION 10(a) PROSPECTUS

The document(s) containing the information specified in Part I of Form S-8 will be sent or given to participants as specified by Securities Act Rule 428(b)(1).

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PART II

INFORMATION REQUIRED IN THE

REGISTRATION STATEMENT

Item 3. Incorporation of Certain Documents by Reference

The following documents of the Company filed with the Securities and Exchange Commission (the “Commission”) are incorporated herein by reference:

(a) The Company’s Registration Statements on Form S-8, filed with the Commission on June 27, 2003, August 6, 2004, October 11, 2007, July 7, 2008, March 27, 2009, and November 6, 2009 (Commission File Nos. 333-106571, 333-118016, 333-146624, 333-152168, 333-158260, and 333-162955 respectively);

(b) The Company’s Annual Report on Form 10-K for its fiscal year ended December 31, 2009, filed with the Commission on February 26, 2010 (Commission File No. 001-12465);

(c) The Company’s Quarterly Reports on Form 10-Q for its fiscal quarters ended March 31, 2010 and June 30, 2010, filed with the Commission on May 6, 2010 and August 6, 2010, respectively (each, Commission File No. 001-12465);

(d) The Company’s Current Reports on Form 8-K, filed with the Commission on January 19, 2010 (with respect to Items 1.01, 3.03 and 5.03 only), February 9, 2010 (with respect to Item 8.01 only), February 22, 2010, March 2, 2010 (with respect to Item 8.01 only), March 5, 2010, March 22, 2010 (with respect to Item 8.01 only), April 5, 2010 (with respect to Items 1.01, 3.03 and 5.03 only), April 6, 2010, April 9, 2010 (with respect to Item 8.01 only), April 15, 2010 (with respect to Item 2.05 only), May 4, 2010 (with respect to Item 3.01 only), May 20, 2010 (with respect to Item 3.02 only), May 26, 2010, May 27, 2010 (with respect to Items 1.01, 3.02, 3.03, 5.03 and 8.01 only), June 29, 2010 (with respect to Item 8.01 only), July 14, 2010, July 26, 2010, July 27, 2010, August 24, 2010 (each, Commission File No. 001-12465), September 17, 2010 (with respect to Items 5.02, 5.03 and 5.07 only), and October 6, 2010; and

(e) The description of the Company’s Common Stock contained in its Registration Statement on Form 8-A filed with the Commission on November 15, 1996 (Commission File No. 001-12465), and any other amendment or report filed for the purpose of updating such description.

All documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference into this Registration Statement and to be a part hereof from the date of filing of such documents; provided, however, that documents or information deemed to have been furnished and not filed in accordance with Commission rules shall not be deemed incorporated by reference into this Registration Statement. Any statement contained herein or in

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a document, all or a portion of which is incorporated or deemed to be incorporated by reference herein, shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or amended, to constitute a part of this Registration Statement.

Item 5. Interests of Named Experts and Counsel

Not applicable.

Item 8. Exhibits

See the attached Exhibit Index at page 7, which is incorporated herein by reference.

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SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Form S-8 Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Seattle, State of Washington, on October 20, 2010.

CELL THERAPEUTICS, INC.
By:	/s/ James A. Bianco, M.D.
	James A. Bianco, M.D.
	Chief Executive Officer

POWER OF ATTORNEY

Each person whose signature appears below constitutes and appoints James A. Bianco, M.D. and Louis A. Bianco, and each of them, acting individually and without the other, as his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place, and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments, exhibits thereto and other documents in connection therewith) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or either of them individually, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ James A. Bianco, M.D.	Chief Executive Officer and	October 20, 2010
James A. Bianco, M.D.	Director (Principal Executive Officer)
/s/ Louis A. Bianco	Executive Vice President,	October 20, 2010
Louis A. Bianco	Finance and Administration (Principal Financial and Accounting Officer)
/s/ Phillip M. Nudelman, Ph.D.	Chairman of the Board	October 20, 2010
Phillip M. Nudelman, Ph.D.

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Signature	Title	Date
/s/ John H. Bauer John H. Bauer	Director	October 20, 2010
/s/ Vartan Gregorian, Ph.D. Vartan Gregorian, Ph.D.	Director	October 20, 2010
/s/ Richard L. Love Richard L. Love	Director	October 20, 2010
/s/ Mary O. Mundinger, DrPH Mary O. Mundinger, DrPH	Director	October 20, 2010
/s/ Jack W. Singer, M.D. Jack W. Singer, M.D.	Director	October 20, 2010
/s/ Frederick W. Telling, Ph.D. Frederick W. Telling, Ph.D.	Director	October 20, 2010

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EXHIBIT INDEX

Exhibit Number	Description of Exhibit
4.	Cell Therapeutics, Inc. 2007 Equity Incentive Plan, as amended and restated. (Filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Commission on September 17, 2010 (Commission File No. 001-12465) and incorporated herein by this reference.)
5.	Opinion of O’Melveny & Myers LLP (opinion re legality).
23.1	Consent of Stonefield Josephson, Inc. (consent of independent registered public accounting firm).
23.2	Consent of Counsel (included in Exhibit 5).
24.	Power of Attorney (included in this Registration Statement under “Signatures”).

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EX-5

Exhibit 5

[O’Melveny & Myers LLP Letterhead]

October 20, 2010

Cell Therapeutics, Inc.

501 Elliott Avenue West, Suite 400

Seattle, Washington 98119

Re: Registration of Securities of Cell Therapeutics, Inc.

Ladies and Gentlemen:

In connection with the registration of up to 40,000,000 shares of Common Stock of Cell Therapeutics, Inc., a Washington corporation (the “Company”), no par value per share (the “Shares”), under the Securities Act of 1933, as amended, pursuant to a Registration Statement on Form S-8 (the “Registration Statement”), filed with the Securities and Exchange Commission on or about the date hereof, such Shares to be issued or delivered pursuant to the Cell Therapeutics, Inc. 2007 Equity Incentive Plan, as amended and restated (the “Plan”), you have requested our opinion set forth below.

In our capacity as counsel, we have examined originals or copies of those corporate and other records of the Company we considered appropriate.

On the basis of such examination and our consideration of those questions of law we considered relevant, and subject to the limitations and qualifications in this opinion, we are of the opinion that the Shares have been duly authorized by all necessary corporate action on the part of the Company and, when issued in accordance with such authorization, the provisions of the Plan and relevant agreements duly authorized by and in accordance with the terms of the Plan, and upon payment for and delivery of the Shares as contemplated in accordance with the Plan, and either (a) the countersigning of the certificate or certificates representing the Shares by a duly authorized signatory of the registrar for the Company’s Common Stock, or (b) the book-entry of the Shares by the transfer agent for the Company’s Common Stock in the name of The Depository Trust Company or its nominee, the Shares will be validly issued, fully paid and non-assessable.

We consent to your filing this opinion as an exhibit to the Registration Statement.

Respectfully submitted,

/s/ O’Melveny & Myers LLP

EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in this Registration Statement of Cell Therapeutics, Inc. on Form S-8 to be filed with the Commission on or about October 20, 2010 of our Independent Registered Public Accounting Firm’s Reports dated February 26, 2010 covering the consolidated financial statements of Cell Therapeutics, Inc., for the years ended December 31, 2009, 2008 and 2007, and the internal control over financial reporting as of December 31, 2009, which is in its Form 10-K for the year ended December 31, 2009.

Stonefield Josephson, Inc.

  /s/ Stonefield Josephson, Inc.

San Francisco, California

October 20, 2010