UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report: (Date of earliest event reported): December 7, 2012 (December 3, 2012)
CELL THERAPEUTICS, INC.
(Exact name of registrant as specified in its charter)
Washington | 001-12465 | 91-1533912 | ||
(State or other jurisdiction of incorporation or organization) |
(Commission File Number) |
(I.R.S. Employer Identification Number) |
3101 Western Avenue, Suite 600
Seattle, Washington 98121
(Address of principal executive offices)
Registrants telephone number, including area code: (206) 282-7100
Not applicable
(Former name or former address, if changed since last report).
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 1.01 | Entry into a Material Definitive Agreement. |
On December 3, 2012, the Board of Directors of Cell Therapeutics, Inc. (the Company) approved an amendment to the Companys Shareholder Rights Agreement dated as of December 28, 2009, between the Company and Computershare Trust Company, N.A., as Rights Agent, as amended by that certain First Amendment to Shareholder Rights Agreement dated as of August 31, 2012 (as so amended, the Rights Plan). The following description of the terms of the amendment does not purport to be complete and is qualified in its entirety by reference to the amendment, which is attached hereto as Exhibit 4.1 and is incorporated herein by reference.
The amendment amends the definition of Final Expiration Date under the Rights Plan from the close of business on the third anniversary of January 7, 2010, or the record date, to the close of business on December 3, 2015. The amendment also decreases the exercise price of the preferred stock purchase rights (Rights) under the Rights Plan from $14.00 to $8.00. The Rights were initially distributed as a dividend on each share of the Companys common stock, no par value per share (Common Stock), outstanding on January 7, 2010, and currently trade with each outstanding share of Common Stock.
Item 3.03 | Material Modification to Rights of Security Holders. |
Please see the disclosure set forth under Item 1.01, which is incorporated by reference into this Item 3.03.
Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
Exhibit Number |
Description | |
4.1 | Second Amendment to Shareholder Rights Agreement, dated as of December 6, 2012, between Cell Therapeutics, Inc. and Computershare Trust Company, N.A., as Rights Agent. |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
CELL THERAPEUTICS, INC. | ||||||
Date: December 7, 2012 | By: | /s/ James A. Bianco, M.D. | ||||
James A. Bianco | ||||||
President and Chief Executive Officer |
EXHIBIT INDEX
Exhibit Number |
Description | |
4.1 | Second Amendment to Shareholder Rights Agreement, dated as of December 6, 2012, between Cell Therapeutics, Inc. and Computershare Trust Company, N.A., as Rights Agent. |
Exhibit 4.1
SECOND AMENDMENT
TO
SHAREHOLDER RIGHTS AGREEMENT
This SECOND AMENDMENT TO SHAREHOLDER RIGHTS AGREEMENT is made and entered into as of December 6, 2012 (this Amendment), between Cell Therapeutics, Inc., a Washington corporation (the Company), and Computershare Trust Company, N.A., a federally chartered trust company (the Rights Agent). The capitalized terms used and not otherwise defined herein have the respective meanings given to them in that certain Shareholder Rights Agreement, between the Company and Rights Agent, dated as of December 28, 2009, as amended by that certain First Amendment to Shareholder Rights Agreement, between the Company and Rights Agent, dated August 31, 2012 (as so amended, the Rights Agreement).
RECITALS
WHEREAS, the Board of Directors of the Company (the Board of Directors) has determined that it is in the best interests of the Company and its shareholders to make certain amendments to the Rights Agreement, including an extension of the Final Expiration Date for the Rights and a decrease in the Exercise Price of each Right from $14.00 to $8.00;
WHEREAS, pursuant to Section 27 of the Rights Agreement, prior to the occurrence of a Section 11(a)(ii) Event, the Company and the Rights Agent shall, if the Board of Directors so directs, supplement or amend any provision of the Rights Agreement as the Board of Directors may deem necessary or desirable without the approval of any holders of certificates representing shares of Common Stock of the Company; and
WHEREAS, all acts necessary to make this Amendment a valid agreement, enforceable in accordance with its terms have been done and performed, and the execution and delivery of this Amendment by the Company has been in all respects duly authorized by the Company.
NOW, THEREFORE, in consideration of the foregoing and the mutual agreements set forth in the Rights Agreement and in this Amendment and for other good and valuable consideration, the parties hereto agree as follows:
1. Amendment to Section 7(a). Clause (i) of Section 7(a) of the Rights Agreement is hereby amended and restated to read as follows:
(i) the Close of Business on December 3, 2015 (the Final Expiration Date).
2. Amendment to Section 7(b). Section 7(b) of the Rights Agreement is hereby amended and restated in its entirety to read as follows:
(b) The Exercise Price for each one ten-thousandth of a share of Preferred Stock pursuant to the exercise of a Right shall initially be Eight United States Dollars (U.S. $8.00), shall be subject to adjustment from time to time as provided in Sections 11 and 13 of this Agreement and shall be payable in lawful money of the United States of America in accordance with Section 7(c) below.
3. Right Certificate. The form of Right Certificate attached to the Rights Agreement and all other related documents shall be modified, where appropriate, to make reference to this Second Amendment and reflect the amendments contained herein.
4. Effectiveness. This Amendment shall be deemed effective as of the date first written above, as if executed on such date. Except as expressly provided herein, the Rights Agreement is not being amended, modified or supplemented in any respect, and it remains in full force and effect.
5. Miscellaneous.
(a) Except as otherwise expressly provided, or unless the context otherwise requires, capitalized terms used in this Amendment shall have the respective meanings assigned to them in the Rights Agreement.
(b) This Amendment shall be deemed to be a contract made under the internal and substantive laws of the State of Washington and for all purposes shall be governed by and construed in accordance with the internal and substantive laws of such State applicable to contracts made and performed entirely within such State, except as otherwise indicated in Section 32 of the Rights Agreement.
(c) If any term, provision, covenant or restriction of this Amendment is held by a court of competent jurisdiction or other authority to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Amendment shall remain in full force and effect and shall in no way be affected, impaired or invalidated; provided, however, that nothing in this Section 3(c) will affect the ability of the Company under the provisions of Section 27 of the Rights Agreement to supplement or amend this Amendment to replace such invalid, void or unenforceable term, provision, covenant or restriction with a legal, valid and enforceable term, provision, covenant or restriction.
(d) Descriptive headings of the several Sections of this Amendment are inserted for convenience only and will not control of affect the meaning or construction of any of the provisions hereof.
(e) This Amendment may be executed in any number of counterparts and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument. A signature to this Amendment transmitted electronically shall have the same authority, effect, and enforceability as an original signature.
[Signature Pages Follow.]
2
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as an instrument under seal and attested, all as of the day and year first above written.
ATTEST: | CELL THERAPEUTICS, INC. | |||||||
By: | /s/ Louis A. Bianco |
By: | /s/ James A. Bianco | |||||
Name: | Louis A. Bianco | Name: | James A. Bianco, M.D. | |||||
Title: | Executive Vice President, Finance and Administration |
Title: | President and Chief Executive Officer | |||||
ATTEST: | COMPUTERSHARE TRUST COMPANY, N.A., as Rights Agent | |||||||
By: | /s/ Colleen Shea-Keating |
By: | /s/ Dennis V. Moccia | |||||
Name: | Colleen Shea-Keating | Name: | Dennis V. Moccia | |||||
Title: | Contract Consultant | Title: | Manager, Contract Administration |