SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
CELL THERAPEUTICS, INC.
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(Name of Issuer)
COMMON STOCK
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(Title of Class of Securities)
150934 10 7
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(CUSIP Number)
MARTIN P. SUTTER
10001 WOODLOCH FOREST DRIVE, SUITE 175
THE WOODLANDS, TEXAS 77380
(281) 364-1555
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(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
NOVEMBER 15, 1999
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check
the following box. [ ]
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Section 240.13d-7 for other
parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
SCHEDULE 13D
CUSIP NO. 150934 10 7
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Essex Woodlands Health Ventures Fund IV, L.P.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [X]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
WC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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7 SOLE VOTING POWER
NUMBER OF 2,060,558
SHARES ----------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH -0-
REPORTING ----------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH
2,060,558
----------------------------------------------
10 SHARED DISPOSITIVE POWER
-0-
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,060,558
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.06%
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14 TYPE OF REPORTING PERSON
PN
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Page 2 of 12
CUSIP NO. 150934 10 7
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Essex Woodlands Health Ventures Fund IV, L.L.C.
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [X]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) [ ]
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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7 SOLE VOTING POWER
NUMBER OF 2,060,558
SHARES ----------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH -0-
REPORTING ----------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH
2,060,558
----------------------------------------------
10 SHARED DISPOSITIVE POWER
-0-
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,060,558
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.06%
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14 TYPE OF REPORTING PERSON
OO
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Page 3 of 12
CUSIP NO. 150934 10 7
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
James L. Currie
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [X]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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7 SOLE VOTING POWER
NUMBER OF -0-
SHARES ----------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 2,060,558
REPORTING ----------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH
-0-
----------------------------------------------
10 SHARED DISPOSITIVE POWER
2,060,558
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,060,558
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.06%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
IN
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Page 4 of 12
CUSIP NO. 150934 10 7
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Martin P. Sutter
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [X]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) [ ]
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF -0-
SHARES ----------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 2,060,558
REPORTING ----------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH
-0-
----------------------------------------------
10 SHARED DISPOSITIVE POWER
2,060,558
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,060,558
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.06%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
IN
--------------------------------------------------------------------------------
Page 5 of 12
CUSIP NO. 150934 10 7
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Immanuel Thangaraj
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [X]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) [ ]
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF -0-
SHARES ----------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 2,060,558
REPORTING ----------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH
-0-
----------------------------------------------
10 SHARED DISPOSITIVE POWER
2,060,558
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,060,558
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.06%
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14 TYPE OF REPORTING PERSON
IN
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Page 6 of 12
ORIGINAL REPORT ON SCHEDULE 13D
Item 1. Security and Issuer
This statement on Schedule 13D relates to 2,060,558 shares of common
stock, no par value per share (the "Common Stock"), of Cell Therapeutics, Inc.
(the "Company") with its principal executive offices at 201 Elliott Avenue West,
Seattle, Washington 98119.
Item 2. Identity and Background
(a) This Schedule 13D is being filed jointly by Essex Woodlands Health
Ventures Fund IV, L.P., a Delaware limited partnership (the "Partnership"),
Essex Woodlands Health Ventures Fund IV, L.L.C., a Delaware limited liability
company and the general partner of the Partnership (the "General Partner"),
James L. Currie, an individual, Martin P. Sutter, an individual, and Immanuel
Thangaraj, an individual (collectively, the "Reporting Persons").
(b) The address of the principal business of each of the Reporting
Persons is 10001 Woodloch Forest Drive, Suite 175, The Woodlands, Texas 77380.
(c) The principal business of the Partnership is venture capital
investments. The principal business of the General Partner is to act as the
general partner of the Partnership. Messrs. Currie, Sutter and Thangaraj are
Managing Directors of the General Partner.
(d) None of the Reporting Persons have during the last five years been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) None of the Reporting Persons have during the last five years been
a party to a civil proceeding of a judicial or administrative body of competent
jurisdiction as a result of which such person was or is subject to a judgment,
decree or final order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities laws or finding any
violation with respect to such laws.
(f) Messrs. Currie, Sutter and Thangaraj are citizens of the United
States.
Item 3. Source and Amount of Funds or Other Consideration
On November 15, 1999, the Partnership entered into a Securities
Purchase Agreement (the "Preferred Stock Purchase Agreement") with the Company
and each of the investors delivering a signature page thereto, pursuant to which
the Partnership purchased 6,000 shares of Series D Preferred Stock at a purchase
price of $1,000 per share and a Warrant (the "Common Stock Warrant") to purchase
914,286 shares of the Company's Common Stock at an exercise price of $2.625 per
share.
On February 15, 2000, the Partnership entered into a Securities
Purchase Agreement (the "Common Stock Purchase Agreement") with the Company and
each of the investors delivering a signature page thereto, pursuant to which the
Partnership purchased 166,667 shares of Common Stock of the Company at a
purchase price of $12.00 per share.
Each share of Series D Preferred Stock purchased under the Preferred
Stock Purchase Agreement was convertible into shares of Common Stock as provided
in the Articles of Amendment to Restated Articles of Incorporation filed by the
Company with the Secretary of State of Washington on November 15, 1999 (the
"Articles of Amendment"). In September 2000 the conversion price at which the
shares of
Page 7 of 12
Series D Preferred Stock could be converted was 2.16. The Partnership converted
Series D Preferred Stock into 2,774,566 shares of Common Stock on March 31,
2000. Holders of the Series D Preferred Stock are entitled to receive cumulative
dividends at a rate per share of 5% per annum payable each September 30, which
commenced September 30, 2000. The Company is obligated to pay each Series D
Preferred Stock investor four annual divided payments notwithstanding any
conversion, redemption or sale of the Series D Preferred Stock held by such
investor. The Company has the option to pay the dividend in its Common Stock. To
date, the Partnership has received aggregate dividend payments of 111,039 shares
of Common Stock.
The Common Stock Warrant was immediately exercisable and would have
expired on November 24, 2004, however, the Partnership exercised the Common
Stock Warrant and purchased 914,286 shares of the Company's Common Stock on
December 8, 2000.
Pursuant to the terms of the Preferred Stock Purchase Agreement, the
Partnership had a right to designate a member of the Company's Board of
Directors so long as the Partnership owns or has the right to control 5% of the
Company's outstanding securities. The Partnership's designee was Mr. Sutter, who
is currently serving as a member of the Board. In the event that a vacancy is
created on the Board of Directors at any time by the death, disability,
resignation or removal (with or without cause) of any such individual proposed
and nominated by the Partnership, the Company will, and will use its best
efforts to ensure that the stockholders of the Company, vote all its voting
securities to elect the individual proposed by the Partnership to fill such
vacancy and serve as a voting director.
The common stock issuable upon conversion of the Series D Preferred
Stock and exercise of the Common Stock Warrant have certain registration rights
under a Registration Rights Agreement dated as of November 24, 1999 (the form of
which is filed as Exhibit 4.2 to the Company's Form S-3 filed with the
Securities and Exchange Commission on December 20, 1999) whereby the Company
would effect a Registration Statement on Form S-3 as soon as possible, but in
any event prior to 30 days, after the issuance of the Series D Preferred Stock
and Common Stock Warrant. The Company filed a Registration Statement on Form S-3
with the Securities and Exchange Commission (the "Commission") on December 30,
1999.
The common stock purchased under the Common Stock Purchase Agreement
have certain registration rights under that certain Registration Rights
Agreement dated as of February 15, 2000 (the form of which is filed as Exhibit
4.2 to the Company's Form S-3/A as filed with the Securities and Exchange
Commission on April 12, 2000) whereby the Company would effect a Registration
Statement on Form S-3 as soon as possible, but in any event prior to 30 days,
after the issuance of the Common Stock. The Company filed a Registration
Statement on Form S-3 with the Commission on April 12, 2000.
The Partnership obtained funds for the purchase of all the shares under
each of the Preferred Stock Purchase Agreement, Common Stock Warrant and Common
Stock Purchase Agreement by capital contributions from its limited partners.
Item 4. Purpose of Transaction
The Reporting Persons acquired the Common Stock of the Company reported
herein solely for the purpose of investment. The Reporting Persons may make
additional purchases of Common Stock either in the open market or in private
transactions depending on the Company's business, prospects and financial
condition, the market for the Common Stock, general economic conditions, money
and stock market conditions and other future developments.
Page 8 of 12
Except as described in this Schedule 13D, none of the Reporting Persons
has any present plan or proposal which relates to, or could result in, any of
the events referred to in paragraphs (a) through (j), inclusive, of Item 4 of
Schedule 13D. However, the Reporting Persons will continue to review the
business of the Company and, depending upon one or more of the factors referred
to above, may in the future propose that the Company take one or more such
actions.
The information contained in Item 3 of this Schedule 13D is hereby
incorporated by reference.
Item 5. Interest in Securities of the Partnership
TOTAL OUTSTANDING SHARES. According to information provided to the
Reporting Persons by the Company, the number of shares of Common Stock
outstanding on November 5, 2003 was 34,000,689.
THE PARTNERSHIP. As of the date of filing this Schedule 13D, the
Partnership is the holder of record of 2,060,558 shares of Common Stock of the
Company, representing approximately 6.06% of the Common Stock outstanding, and
has sole voting and investment power with respect to such securities.
THE GENERAL PARTNER. The General Partner of the Partnership may also be
deemed to have sole voting and investment power with respect to such securities.
The General Partner disclaims beneficial ownership of such securities except to
the extent of its pecuniary interest therein.
MESSRS. CURRIE, SUTTER AND THANGARAJ. Under the operating agreement of
the General Partner, Messrs. Currie, Sutter and Thangaraj have the power by
unanimous consent (i) to cause the Partnership to buy and sell marketable
securities of portfolio companies and (ii) to direct the voting of such
securities. As a result, Messrs. Currie, Sutter and Thangaraj may also be deemed
to have shared dispositive power and shared voting power with respect to the
securities held by the Partnership. Messrs. Currie, Sutter and Thangaraj
disclaim beneficial ownership of such securities except to the extent of their
respective pecuniary interests therein.
Since September 21, 2000, the Partnership distributed an aggregate of
1,050,000 shares of Common Stock to its limited partners in a pro rata
distribution. No consideration was paid in connection with these distributions.
From September 26, 2000 through February 21, 2001, the Partnership sold an
aggregate of 856,000 shares of Common Stock in open-market transactions pursuant
to Registration Statement (No. 333-93835) on Form S-3 filed by the Company with
the Securities and Exchange Commission. The following table sets forth for each
such transaction (i) the date of such transaction, (ii) the number of shares of
Common Stock sold and (iii) the sale price per share of Common Stock:
DATE SHARES PRICE
9/26/2000 750,000 35.815
1/11/2001 5,000 41.4375
1/11/2001 15,000 43.6563
1/12/2001 6,000 44.0625
1/12/2001 5,000 42.9375
1/16/2001 5,000 43.3568
1/17/2001 3,000 42.8542
1/18/2001 5,000 40.0625
1/18/2001 500 41
1/23/2001 5,000 40.5375
1/23/2001 5,000 40.15
Page 9 of 12
1/23/2001 1,500 41
1/23/2001 5,000 41.6875
1/24/2001 5,000 43.375
1/25/2001 5,000 40.225
1/26/2001 5,000 40.225
1/26/2001 500 41.75
1/29/2001 9,500 41.5329
1/29/2001 3,500 42.3393
1/30/2001 1,500 42.5
1/30/2001 5,000 42.725
1/30/2001 5,000 43.0625
2/1/2001 5,000 40.3925
None of the Reporting Persons has effected any transactions in the
securities of the Company during the past 60 days.
Item 6. Contracts, Arrangements, Understandings or Relationships with respect
to Securities of the Company
The information contained in Item 3 of this Schedule 13D is hereby
incorporated by reference.
Item 7. Material to be filed as Exhibits
Exhibit A: Joint Filing Agreement, dated January 26, 2004.
Page 10 of 12
SIGNATURES
After reasonable inquiry and to the best of our knowledge and belief,
the undersigned certify that the information set forth in this statement is
true, complete and correct.
Date: January 26, 2004 ESSEX WOODLANDS HEALTH VENTURES IV, LP
By: Essex Woodlands Health Ventures IV, LLC
/s/ Martin P. Sutter
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Name: Martin P. Sutter
Title: Managing Director
ESSEX WOODLANDS HEALTH VENTURES IV, LLC
/s/ Martin P. Sutter
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Name: Martin P. Sutter
Title: Managing Director
/s/ James L. Currie
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Name: James L. Currie
/s/ Martin P. Sutter
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Name: Martin P. Sutter
/s/ Immanuel Thangaraj
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Name: Immanuel Thangaraj
INDEX TO EXHIBITS
Exhibit
Number Description
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Exhibit A: Joint Filing Agreement, dated January 26, 2004.