e come mi brucia er culoooo!!! so ancora dentro ma te rendi conto di solito
si sospende la mattina che casu' le'!!! vabbe dai inizio ad allargare il
deretano cosi faccio un posto all'inevitabile loss (

PERCHE' è SOSPESA?

"mascheroni®" <matrix@reload> ha scritto nel messaggio
news:499190b9$0$1111$4fafbaef@reader2.news.tin.it. ..
> PERCHE' è SOSPESA?
ho visto le slides della conference a NY
solite storie

"mascheroni®" <matrix@reload> ha scritto nel messaggio
news:49919421$0$1123$4fafbaef@reader2.news.tin.it. ..
> "mascheroni®" <matrix@reload> ha scritto nel messaggio
> news:499190b9$0$1111$4fafbaef@reader2.news.tin.it. ..
> > PERCHE' è SOSPESA?
> > ho visto le slides della conference a NY
> solite storie
17 MINUTI
nessuna domanda

"mascheroni®" <matrix@reload> ha scritto nel messaggio
news:4991951b$0$1124$4fafbaef@reader2.news.tin.it. ..
> "mascheroni®" <matrix@reload> ha scritto nel messaggio
> news:49919421$0$1123$4fafbaef@reader2.news.tin.it. ..
> > > "mascheroni®" <matrix@reload> ha scritto nel messaggio
> > news:499190b9$0$1111$4fafbaef@reader2.news.tin.it. ..
> > > PERCHE' è SOSPESA?
> > > > ho visto le slides della conference a NY
> > solite storie
> > 17 MINUTI
> nessuna domanda

+++ cell t.: sospeso a tempo indeterminato +++


bhaa chissa forse fallisce sarebbe la volta buona eheheheh

January 29, 2009

To the Respective Holders of Cell Therapeutics, Inc. Series A, B, C and D
Preferred Stock:

Cell Therapeutics, Inc. ("CTI") solicits your cooperation in a proposed
exchange transaction. If the exchange transaction is not successfully
executed, CTI will probably be forced to seek bankruptcy protection. Given
the state of CTI's operations/cash position and the large amount of debt
which stands ahead of the preferred stock, it is likely that bankruptcy
would have a very unhappy result for the preferred stock.

ecco il documento completo

January 29, 2009

To the Respective Holders of Cell Therapeutics, Inc. Series A, B, C and D
Preferred Stock:

Cell Therapeutics, Inc. ("CTI") solicits your cooperation in a proposed
exchange transaction. If the exchange transaction is not successfully
executed, CTI will probably be forced to seek bankruptcy protection. Given
the state of CTI's operations/cash position and the large amount of debt
which stands ahead of the preferred stock, it is likely that bankruptcy
would have a very unhappy result for the preferred stock.

In the aggregate, CTI's outstanding preferred stock was purchased for
approximately $8.0 million. We believe the current fair value of the
preferred stock is a small fraction of its initial purchase price.

The preferred stock's existing rights look good on paper but are highly
unlikely to be realizable in practice. Working in cooperation with CTI and
each other to effect the exchange transaction is the best hope for the
preferred stockholders to realize a profit on their CTI investment, or at
least to avoid loss.

Specifically, it is proposed that, by signing a copy of this letter where
indicated below and returning it to CTI, you will agree to exchange all your
existing preferred stock for the same number of shares of newly-created
Series F Preferred Stock ("Series F").

The Series F will not have many bells and whistles but will have a sharply
reduced conversion price and therefore will have a significantly greater
upside leverage potential than the existing preferred stock. We are
attaching a draft copy of the proposed Series F charter document (and we
urge you to read it to see all the provisions in complete detail), but a
simplified summary of the key provisions would include:

1. Convertible at the holder's option into common stock at $0.14 per share
(a very significant decrease from the current preferred stock series'
conversion price), beginning on the later of April 1, 2009 or effectiveness
of CTI's authorized-common-shares increase; not convertible before that
date. (Needless to say, all per-share figures in this letter shall be
proportionally adjusted for any reverse stock split, etc. occurring after
the date of this letter.) Because you would hold the new preferred stock and
then its underlying common stock through Securities Act Section 3(a)(9)
exchanges, the holding periods would tack back to your original purchase
date; that means that (assuming you are not a CTI affiliate) the common
stock would be freely tradeable in your hands under SEC Rule 144(b)
[formerly Rule 144(k)] regardless of the status of CTI's registration
statements and prospectuses.

2. No automatic or voluntary redemption by the holder. No Triggering Events.

3. No dividends other than pro rata with dividends on common, if any.

4. CTI can call the Series F at its stated value any time (on 20 days'
notice) after December 31, 2009 or after the day the common stock has held a
$0.28 market price for 10 consecutive trading days, whichever comes first.
If the Series F conversion feature is in-the-money, this will enable time
for conversion at the $0.14 conversion price.





5. The Series F votes, together with the Common class, on an
as-if-converted-to-Common basis (even before April 1, 2009, when it is not
technically convertible yet).

6. No special protective provisions other than as required by law, other
than a prohibition on new series of preferred stock senior to the Series F.

Closing conditions applicable to the exchange transaction are:

1. To eliminate concerns that other current preferred stock holders could
gain a relative advantage by not participating in this plan of
reorganization, it is a closing condition to the swap that 100% in interest
of all currently outstanding preferred stock shall have been committed via
the respective holders' signatures of counterparts of this letter agreement
by no later than the close of business on Monday, February 2, 2009.
(Provided, that CTI may in its discretion lower this percentage to as low as
82% in interest of the currently outstanding preferred stock.)

2. The NASDAQ Listing of Additional Shares office shall have confirmed to
CTI, in response to CTI's January 23, 2009 letter describing the exchange
transaction (and any supplements to such letter), that the exchange
transaction will not be integrated with the original preferred stock
purchases (or with any other CTI transaction) so as to require CTI
shareholders approval of the exchange transaction under NASDAQ Stock Market
Rule 4350(i)(1).

The closing of the swap will, in fact, become effective one business day
after CTI notifies the holders that the applicable percentage threshold
condition and the NASDAQ condition have been satisfied.

Additional requirements applicable to the exchange transaction are:

1. Each participating holder, by signing below, agrees to from and after the
closing of the swap vote for/consent to any CTI-proposed stock split,
reverse stock split or share authorization increase with regard to CTI
common stock, as long as the holder owns Series F or the underlying common.

2. Each participating holder, by signing below, represents and warrants that
it is the record owner of such preferred stock and agrees to deliver its
existing preferred stock share certificate(s) to CTI, free and clear of all
liens, encumbrances and adverse claims, by no later than three business days
after the closing of the swap. However, even if the holder breaches the
agreement by failing to deliver these existing preferred stock share
certificate(s), these existing preferred stock share certificate(s) shall be
void and shall no longer represent CTI securities.

3. Each participating holder, by signing below, consents (as a member of its
series, and looking to the attainment of a consent by the holders of at
least 67% of the shares of such series) to all of the transactions
contemplated by the exchange transaction as described in this letter (and to
all effects of such transactions).

4. Each participating holder, by signing below, hereby agrees to and hereby
does, effective upon the closing of the swap, release and discharge CTI and
its affiliates and agents from any and all claims, liabilities and causes of
action, in law, equity or otherwise, which arose from or were related to the
holder's CTI Series A, B, C and/or D Preferred Stock (expressly agreeing and
understanding that such release applies also to all unknown, unsuspected and
unanticipated claims,





liabilities and causes of action which arose from or were related to the
holder's CTI Series A, B, C and/or D Preferred Stock, and expressly waiving
any and all rights and benefits conferred upon the holder by all relevant
federal and state statutes and common law principles related to such
application of such release).

In connection with the proposed exchange transaction, CTI makes the
following representations and warranties to each respective holder:

(a) The offer and issuance of the Series F is and will be (and the offer and
issuance of common stock upon conversion thereof is and will be) exempt from
registration under the Securities Act of 1933, as amended, pursuant to the
exemption provided by Section 3(a)(9) thereof. As a result of the foregoing,
and assuming such holder is not and does not become an affiliate of CTI, the
common stock issuable upon conversion of Series F shall be freely tradable
by such holder.

(b) CTI has the requisite power and authority to enter into this letter
agreement and, upon the time for the closing under this letter agreement and
thereafter, CTI shall have the requisite power and authority to perform its
obligations under this letter agreement and to issue the Series F (and, upon
conversion, the shares of common stock issuable upon conversion of the
Series F) in accordance with the terms hereof. The execution and delivery of
this letter agreement by CTI, and the consummation by CTI of the
transactions contemplated hereby, including, without limitation, the
issuance of the Series F (and, upon conversion, the shares of common stock
issuable upon conversion of the Series F), have been duly authorized by CTI'
s board of directors, and (other than any filings as may be required by any
federal and state securities agencies and the filing of Articles of
Amendment to create the Series F and, after approval by CTI's shareholders,
to increase CTI's authorized number of shares of common stock) no further
filing, consent or authorization is required by CTI, its board of directors
or its shareholders. This letter agreement has been duly executed and
delivered by CTI, and constitutes the legal, valid and binding obligations
of CTI, enforceable against CTI in accordance with its terms, except as such
enforceability may be limited by general principles of equity or applicable
bankruptcy, insolvency, reorganization, moratorium, liquidation or similar
laws relating to, or affecting generally, the enforcement of applicable
creditors' rights and remedies.

(c) The Series F (and, upon conversion, the shares of common stock issuable
upon conversion of the Series F), when issued pursuant to the terms hereof,
will be validly issued, fully paid and nonassessable and free from all
taxes, liens, charges and other encumbrances with respect to the issue
thereof (other than the voting agreement described herein).

(d) CTI and its board of directors have taken all necessary action, if any,
in order to render inapplicable any control share acquisition, business
combination, poison pill (including any distribution under a rights
agreement) or other similar anti-takeover provision under the Articles of
Incorporation or other organizational document or the laws of the
jurisdiction of its incorporation or otherwise which is or could become
applicable to such holder as a result of the transactions contemplated by
this letter agreement, including, without limitation, CTI's issuance of the
Series F.

For avoidance of misunderstanding: each holder agreeing to this proposal
will be exchanging a security with the following rights for a new security
which lacks such rights (and also lacks certain other rights of the existing
preferred shares):

1. The holder's right to optionally redeem for cash in February, April, July
or December 2009.





2. The holder's right to redeem for cash as a result of a past or future
Triggering Event.

3. The holder's right to seek, for redemption as a result of a Triggering
Event, more than 100% of Stated Value.

4. Accrued dividends to date.

5. Future dividend accumulations.

6. Certain series-level protective provisions.

7. Registration rights.

8. Liquidated damages and interest.

9. Certain restrictions against issuer-initiated redemptions.

We believe you will conclude that, under all the circumstances, the proposed
exchange transaction is nonetheless a superior deal for you - both to avoid
an immediate loss and to preserve the potential for future upside if CTI
survives and thrives. Although $0.14 per share is above CTI's current market
value, it is a significant reduction in conversion price from the current
preferred stock's conversion prices; this would provide upside potential
leverage which is currently absent.

To accept this proposal, please sign below and return to CTI by emailing to
each of jbianco@ctiseattle.com, ayamamoto@ctiseattle.com and
htrubitt@sycr.com as soon as possible. (Please note the close-of-business
February 2, 2009 hard deadline.) Due to the press of time and the number of
holders, we will not be in a position to undertake individual negotiations.
However, if you have any questions about the background or operation of the
exchange transaction, please call Louis Bianco at (206) 272-4004 or our
lawyer Hayden Trubitt at (858) 720-2166.


Very truly yours,

/s/ James A. Bianco, M.D.
James A. Bianco, M.D.
Chief Executive Officer

un riassuntino prego? )


"mascheroni®" <matrix@reload> ha scritto nel messaggio
news:4991983b$0$1118$4fafbaef@reader2.news.tin.it. ..
> ecco il documento completo
> January 29, 2009
> To the Respective Holders of Cell Therapeutics, Inc. Series A, B, C and D
> Preferred Stock:
> Cell Therapeutics, Inc. ("CTI") solicits your cooperation in a proposed
> exchange transaction. If the exchange transaction is not successfully
> executed, CTI will probably be forced to seek bankruptcy protection. Given
> the state of CTI's operations/cash position and the large amount of debt
> which stands ahead of the preferred stock, it is likely that bankruptcy
> would have a very unhappy result for the preferred stock.
> In the aggregate, CTI's outstanding preferred stock was purchased for
> approximately $8.0 million. We believe the current fair value of the
> preferred stock is a small fraction of its initial purchase price.
> The preferred stock's existing rights look good on paper but are highly
> unlikely to be realizable in practice. Working in cooperation with CTI and
> each other to effect the exchange transaction is the best hope for the
> preferred stockholders to realize a profit on their CTI investment, or at
> least to avoid loss.
> Specifically, it is proposed that, by signing a copy of this letter where
> indicated below and returning it to CTI, you will agree to exchange all
your
> existing preferred stock for the same number of shares of newly-created
> Series F Preferred Stock ("Series F").
> The Series F will not have many bells and whistles but will have a sharply
> reduced conversion price and therefore will have a significantly greater
> upside leverage potential than the existing preferred stock. We are
> attaching a draft copy of the proposed Series F charter document (and we
> urge you to read it to see all the provisions in complete detail), but a
> simplified summary of the key provisions would include:
> 1. Convertible at the holder's option into common stock at $0.14 per share
> (a very significant decrease from the current preferred stock series'
> conversion price), beginning on the later of April 1, 2009 or
effectiveness
> of CTI's authorized-common-shares increase; not convertible before that
> date. (Needless to say, all per-share figures in this letter shall be
> proportionally adjusted for any reverse stock split, etc. occurring after
> the date of this letter.) Because you would hold the new preferred stock
and
> then its underlying common stock through Securities Act Section 3(a)(9)
> exchanges, the holding periods would tack back to your original purchase
> date; that means that (assuming you are not a CTI affiliate) the common
> stock would be freely tradeable in your hands under SEC Rule 144(b)
> [formerly Rule 144(k)] regardless of the status of CTI's registration
> statements and prospectuses.
> 2. No automatic or voluntary redemption by the holder. No Triggering
Events.
> 3. No dividends other than pro rata with dividends on common, if any.
> 4. CTI can call the Series F at its stated value any time (on 20 days'
> notice) after December 31, 2009 or after the day the common stock has held
a
> $0.28 market price for 10 consecutive trading days, whichever comes first.
> If the Series F conversion feature is in-the-money, this will enable time
> for conversion at the $0.14 conversion price.
> 5. The Series F votes, together with the Common class, on an
> as-if-converted-to-Common basis (even before April 1, 2009, when it is not
> technically convertible yet).
> 6. No special protective provisions other than as required by law, other
> than a prohibition on new series of preferred stock senior to the Series
F.
> Closing conditions applicable to the exchange transaction are:
> 1. To eliminate concerns that other current preferred stock holders could
> gain a relative advantage by not participating in this plan of
> reorganization, it is a closing condition to the swap that 100% in
interest
> of all currently outstanding preferred stock shall have been committed via
> the respective holders' signatures of counterparts of this letter
agreement
> by no later than the close of business on Monday, February 2, 2009.
> (Provided, that CTI may in its discretion lower this percentage to as low
as
> 82% in interest of the currently outstanding preferred stock.)
> 2. The NASDAQ Listing of Additional Shares office shall have confirmed to
> CTI, in response to CTI's January 23, 2009 letter describing the exchange
> transaction (and any supplements to such letter), that the exchange
> transaction will not be integrated with the original preferred stock
> purchases (or with any other CTI transaction) so as to require CTI
> shareholders approval of the exchange transaction under NASDAQ Stock
Market
> Rule 4350(i)(1).
> The closing of the swap will, in fact, become effective one business day
> after CTI notifies the holders that the applicable percentage threshold
> condition and the NASDAQ condition have been satisfied.
> Additional requirements applicable to the exchange transaction are:
> 1. Each participating holder, by signing below, agrees to from and after
the
> closing of the swap vote for/consent to any CTI-proposed stock split,
> reverse stock split or share authorization increase with regard to CTI
> common stock, as long as the holder owns Series F or the underlying
common.
> 2. Each participating holder, by signing below, represents and warrants
that
> it is the record owner of such preferred stock and agrees to deliver its
> existing preferred stock share certificate(s) to CTI, free and clear of
all
> liens, encumbrances and adverse claims, by no later than three business
days
> after the closing of the swap. However, even if the holder breaches the
> agreement by failing to deliver these existing preferred stock share
> certificate(s), these existing preferred stock share certificate(s) shall
be
> void and shall no longer represent CTI securities.
> 3. Each participating holder, by signing below, consents (as a member of
its
> series, and looking to the attainment of a consent by the holders of at
> least 67% of the shares of such series) to all of the transactions
> contemplated by the exchange transaction as described in this letter (and
to
> all effects of such transactions).
> 4. Each participating holder, by signing below, hereby agrees to and
hereby
> does, effective upon the closing of the swap, release and discharge CTI
and
> its affiliates and agents from any and all claims, liabilities and causes
of
> action, in law, equity or otherwise, which arose from or were related to
the
> holder's CTI Series A, B, C and/or D Preferred Stock (expressly agreeing
and
> understanding that such release applies also to all unknown, unsuspected
and
> unanticipated claims,
> liabilities and causes of action which arose from or were related to the
> holder's CTI Series A, B, C and/or D Preferred Stock, and expressly
waiving
> any and all rights and benefits conferred upon the holder by all relevant
> federal and state statutes and common law principles related to such
> application of such release).
> In connection with the proposed exchange transaction, CTI makes the
> following representations and warranties to each respective holder:
> (a) The offer and issuance of the Series F is and will be (and the offer
and
> issuance of common stock upon conversion thereof is and will be) exempt
from
> registration under the Securities Act of 1933, as amended, pursuant to the
> exemption provided by Section 3(a)(9) thereof. As a result of the
foregoing,
> and assuming such holder is not and does not become an affiliate of CTI,
the
> common stock issuable upon conversion of Series F shall be freely tradable
> by such holder.
> (b) CTI has the requisite power and authority to enter into this letter
> agreement and, upon the time for the closing under this letter agreement
and
> thereafter, CTI shall have the requisite power and authority to perform
its
> obligations under this letter agreement and to issue the Series F (and,
upon
> conversion, the shares of common stock issuable upon conversion of the
> Series F) in accordance with the terms hereof. The execution and delivery
of
> this letter agreement by CTI, and the consummation by CTI of the
> transactions contemplated hereby, including, without limitation, the
> issuance of the Series F (and, upon conversion, the shares of common stock
> issuable upon conversion of the Series F), have been duly authorized by
CTI'
> s board of directors, and (other than any filings as may be required by
any
> federal and state securities agencies and the filing of Articles of
> Amendment to create the Series F and, after approval by CTI's
shareholders,
> to increase CTI's authorized number of shares of common stock) no further
> filing, consent or authorization is required by CTI, its board of
directors
> or its shareholders. This letter agreement has been duly executed and
> delivered by CTI, and constitutes the legal, valid and binding obligations
> of CTI, enforceable against CTI in accordance with its terms, except as
such
> enforceability may be limited by general principles of equity or
applicable
> bankruptcy, insolvency, reorganization, moratorium, liquidation or similar
> laws relating to, or affecting generally, the enforcement of applicable
> creditors' rights and remedies.
> (c) The Series F (and, upon conversion, the shares of common stock
issuable
> upon conversion of the Series F), when issued pursuant to the terms
hereof,
> will be validly issued, fully paid and nonassessable and free from all
> taxes, liens, charges and other encumbrances with respect to the issue
> thereof (other than the voting agreement described herein).
> (d) CTI and its board of directors have taken all necessary action, if
any,
> in order to render inapplicable any control share acquisition, business
> combination, poison pill (including any distribution under a rights
> agreement) or other similar anti-takeover provision under the Articles of
> Incorporation or other organizational document or the laws of the
> jurisdiction of its incorporation or otherwise which is or could become
> applicable to such holder as a result of the transactions contemplated by
> this letter agreement, including, without limitation, CTI's issuance of
the
> Series F.
> For avoidance of misunderstanding: each holder agreeing to this proposal
> will be exchanging a security with the following rights for a new security
> which lacks such rights (and also lacks certain other rights of the
existing
> preferred shares):
> 1. The holder's right to optionally redeem for cash in February, April,
July
> or December 2009.
> 2. The holder's right to redeem for cash as a result of a past or future
> Triggering Event.
> 3. The holder's right to seek, for redemption as a result of a Triggering
> Event, more than 100% of Stated Value.
> 4. Accrued dividends to date.
> 5. Future dividend accumulations.
> 6. Certain series-level protective provisions.
> 7. Registration rights.
> 8. Liquidated damages and interest.
> 9. Certain restrictions against issuer-initiated redemptions.
> We believe you will conclude that, under all the circumstances, the
proposed
> exchange transaction is nonetheless a superior deal for you - both to
avoid
> an immediate loss and to preserve the potential for future upside if CTI
> survives and thrives. Although $0.14 per share is above CTI's current
market
> value, it is a significant reduction in conversion price from the current
> preferred stock's conversion prices; this would provide upside potential
> leverage which is currently absent.
> To accept this proposal, please sign below and return to CTI by emailing
to
> each of jbianco@ctiseattle.com, ayamamoto@ctiseattle.com and
> htrubitt@sycr.com as soon as possible. (Please note the close-of-business
> February 2, 2009 hard deadline.) Due to the press of time and the number
of
> holders, we will not be in a position to undertake individual
negotiations.
> However, if you have any questions about the background or operation of
the
> exchange transaction, please call Louis Bianco at (206) 272-4004 or our
> lawyer Hayden Trubitt at (858) 720-2166.
> Very truly yours,
> /s/ James A. Bianco, M.D.
> James A. Bianco, M.D.
> Chief Executive Officer

Cell Therapeutics, scambi sospesi a tempo indeterminato

Reuters - 10/02/2009 16:02:19

MILANO, 10 febbraio (Reuters) - Le azioni ordinarie di Cell Therapeutics
sono state sospese dalle negoziazioni di Piazza Affari a tempo
indeterminato.

Lo comunica una nota di Borsa Italiana.

La società biofarmaceutica resta per ora scambiata in Usa, dove però è
passata dall'8 gennaio dal listino Nasdaq Global Market al listino Nasdaq
Capital Market in attesa di una verifica "dell'ottemperanza a tutti i
requisiti vigenti per il mantenimento della quotazione", recitava una nota.

Intorno alle 16 la quotazione CTI sul mercato americano è 0,082 dollari,
piatta su ieri, quando a Milano le azioni avevano chiuso a 0,62 euro.

> +++ cell t.: sospeso a tempo indeterminato +++


beh, alcuni giorni fa lo dicevo che c'era il rischio che te la sospendevano
a tempo indeterminato addirittura in piena seduta, cioè dopo aver aperto e
scambiato, solo perché verso le tre del pomeriggio in Italia (nove a NY)
arrivava d'oltreoceano qualche non bella notizia.
Mi pare siano costretti a chiedere Chpater 11??

quello che non capisco è che in Usa mi pare scambi ancora, quindi l'hanno
sospesa solo a Milano

--
_______________________________________________
"Abbi il coraggio di servirti della tua propria ragione" (I. Kant)
"@@ SYBER_GURU @@" <marzpao_fastwebnet.it> ha scritto nel messaggio
news:3Egkl.26291$8Z.3868@tornado.fastwebnet.it...
> "mascheroni®" <matrix@reload> ha scritto nel messaggio
> news:4991951b$0$1124$4fafbaef@reader2.news.tin.it. ..
>>> "mascheroni®" <matrix@reload> ha scritto nel messaggio
>> news:49919421$0$1123$4fafbaef@reader2.news.tin.it. ..
>> >> > "mascheroni®" <matrix@reload> ha scritto nel messaggio
>> > news:499190b9$0$1111$4fafbaef@reader2.news.tin.it. ..
>> > > PERCHE' è SOSPESA?
>> > >> > ho visto le slides della conference a NY
>> > solite storie
>> >> 17 MINUTI
>> nessuna domanda
> +++ cell t.: sospeso a tempo indeterminato +++

beh, alcuni giorni fa lo dicevo che c'era il rischio che te la sospendevano
a tempo indeterminato addirittura in piena seduta, cioè dopo aver aperto e
scambiato, solo perché verso le tre del pomeriggio in Italia (nove a NY)
arrivava d'oltreoceano qualche non bella notizia.
Mi pare siano costretti a chiedere Chpater 11??

quello che non capisco è che in Usa mi pare scambi ancora, quindi l'hanno
sospesa solo a Milano

dice ai suoi finanziatori che che non si mettono d'accordo con la società è
la bancarotta


"@@ SYBER_GURU @@" <marzpao_fastwebnet.it> ha scritto nel messaggio
news:%Rgkl.26315$8Z.1035@tornado.fastwebnet.it...
> un riassuntino prego? )
> "mascheroni®" <matrix@reload> ha scritto nel messaggio
> news:4991983b$0$1118$4fafbaef@reader2.news.tin.it. ..
> > ecco il documento completo
> > > January 29, 2009
> > > To the Respective Holders of Cell Therapeutics, Inc. Series A, B, C and
D
> > Preferred Stock:
> > > Cell Therapeutics, Inc. ("CTI") solicits your cooperation in a proposed
> > exchange transaction. If the exchange transaction is not successfully
> > executed, CTI will probably be forced to seek bankruptcy protection.
Given
> > the state of CTI's operations/cash position and the large amount of debt
> > which stands ahead of the preferred stock, it is likely that bankruptcy
> > would have a very unhappy result for the preferred stock.
> > > In the aggregate, CTI's outstanding preferred stock was purchased for
> > approximately $8.0 million. We believe the current fair value of the
> > preferred stock is a small fraction of its initial purchase price.
> > > The preferred stock's existing rights look good on paper but are highly
> > unlikely to be realizable in practice. Working in cooperation with CTI
and
> > each other to effect the exchange transaction is the best hope for the
> > preferred stockholders to realize a profit on their CTI investment, or
at
> > least to avoid loss.
> > > Specifically, it is proposed that, by signing a copy of this letter
where
> > indicated below and returning it to CTI, you will agree to exchange all
> your
> > existing preferred stock for the same number of shares of newly-created
> > Series F Preferred Stock ("Series F").
> > > The Series F will not have many bells and whistles but will have a
sharply
> > reduced conversion price and therefore will have a significantly greater
> > upside leverage potential than the existing preferred stock. We are
> > attaching a draft copy of the proposed Series F charter document (and we
> > urge you to read it to see all the provisions in complete detail), but a
> > simplified summary of the key provisions would include:
> > > 1. Convertible at the holder's option into common stock at $0.14 per
share
> > (a very significant decrease from the current preferred stock series'
> > conversion price), beginning on the later of April 1, 2009 or
> effectiveness
> > of CTI's authorized-common-shares increase; not convertible before that
> > date. (Needless to say, all per-share figures in this letter shall be
> > proportionally adjusted for any reverse stock split, etc. occurring
after
> > the date of this letter.) Because you would hold the new preferred stock
> and
> > then its underlying common stock through Securities Act Section 3(a)(9)
> > exchanges, the holding periods would tack back to your original purchase
> > date; that means that (assuming you are not a CTI affiliate) the common
> > stock would be freely tradeable in your hands under SEC Rule 144(b)
> > [formerly Rule 144(k)] regardless of the status of CTI's registration
> > statements and prospectuses.
> > > 2. No automatic or voluntary redemption by the holder. No Triggering
> Events.
> > > 3. No dividends other than pro rata with dividends on common, if any.
> > > 4. CTI can call the Series F at its stated value any time (on 20 days'
> > notice) after December 31, 2009 or after the day the common stock has
held
> a
> > $0.28 market price for 10 consecutive trading days, whichever comes
first.
> > If the Series F conversion feature is in-the-money, this will enable
time
> > for conversion at the $0.14 conversion price.
> > > > > > > 5. The Series F votes, together with the Common class, on an
> > as-if-converted-to-Common basis (even before April 1, 2009, when it is
not
> > technically convertible yet).
> > > 6. No special protective provisions other than as required by law, other
> > than a prohibition on new series of preferred stock senior to the Series
> F.
> > > Closing conditions applicable to the exchange transaction are:
> > > 1. To eliminate concerns that other current preferred stock holders
could
> > gain a relative advantage by not participating in this plan of
> > reorganization, it is a closing condition to the swap that 100% in
> interest
> > of all currently outstanding preferred stock shall have been committed
via
> > the respective holders' signatures of counterparts of this letter
> agreement
> > by no later than the close of business on Monday, February 2, 2009.
> > (Provided, that CTI may in its discretion lower this percentage to as
low
> as
> > 82% in interest of the currently outstanding preferred stock.)
> > > 2. The NASDAQ Listing of Additional Shares office shall have confirmed
to
> > CTI, in response to CTI's January 23, 2009 letter describing the
exchange
> > transaction (and any supplements to such letter), that the exchange
> > transaction will not be integrated with the original preferred stock
> > purchases (or with any other CTI transaction) so as to require CTI
> > shareholders approval of the exchange transaction under NASDAQ Stock
> Market
> > Rule 4350(i)(1).
> > > The closing of the swap will, in fact, become effective one business day
> > after CTI notifies the holders that the applicable percentage threshold
> > condition and the NASDAQ condition have been satisfied.
> > > Additional requirements applicable to the exchange transaction are:
> > > 1. Each participating holder, by signing below, agrees to from and after
> the
> > closing of the swap vote for/consent to any CTI-proposed stock split,
> > reverse stock split or share authorization increase with regard to CTI
> > common stock, as long as the holder owns Series F or the underlying
> common.
> > > 2. Each participating holder, by signing below, represents and warrants
> that
> > it is the record owner of such preferred stock and agrees to deliver its
> > existing preferred stock share certificate(s) to CTI, free and clear of
> all
> > liens, encumbrances and adverse claims, by no later than three business
> days
> > after the closing of the swap. However, even if the holder breaches the
> > agreement by failing to deliver these existing preferred stock share
> > certificate(s), these existing preferred stock share certificate(s)
shall
> be
> > void and shall no longer represent CTI securities.
> > > 3. Each participating holder, by signing below, consents (as a member of
> its
> > series, and looking to the attainment of a consent by the holders of at
> > least 67% of the shares of such series) to all of the transactions
> > contemplated by the exchange transaction as described in this letter
(and
> to
> > all effects of such transactions).
> > > 4. Each participating holder, by signing below, hereby agrees to and
> hereby
> > does, effective upon the closing of the swap, release and discharge CTI
> and
> > its affiliates and agents from any and all claims, liabilities and
causes
> of
> > action, in law, equity or otherwise, which arose from or were related to
> the
> > holder's CTI Series A, B, C and/or D Preferred Stock (expressly agreeing
> and
> > understanding that such release applies also to all unknown, unsuspected
> and
> > unanticipated claims,
> > > > > > > liabilities and causes of action which arose from or were related to the
> > holder's CTI Series A, B, C and/or D Preferred Stock, and expressly
> waiving
> > any and all rights and benefits conferred upon the holder by all
relevant
> > federal and state statutes and common law principles related to such
> > application of such release).
> > > In connection with the proposed exchange transaction, CTI makes the
> > following representations and warranties to each respective holder:
> > > (a) The offer and issuance of the Series F is and will be (and the offer
> and
> > issuance of common stock upon conversion thereof is and will be) exempt
> from
> > registration under the Securities Act of 1933, as amended, pursuant to
the
> > exemption provided by Section 3(a)(9) thereof. As a result of the
> foregoing,
> > and assuming such holder is not and does not become an affiliate of CTI,
> the
> > common stock issuable upon conversion of Series F shall be freely
tradable
> > by such holder.
> > > (b) CTI has the requisite power and authority to enter into this letter
> > agreement and, upon the time for the closing under this letter agreement
> and
> > thereafter, CTI shall have the requisite power and authority to perform
> its
> > obligations under this letter agreement and to issue the Series F (and,
> upon
> > conversion, the shares of common stock issuable upon conversion of the
> > Series F) in accordance with the terms hereof. The execution and
delivery
> of
> > this letter agreement by CTI, and the consummation by CTI of the
> > transactions contemplated hereby, including, without limitation, the
> > issuance of the Series F (and, upon conversion, the shares of common
stock
> > issuable upon conversion of the Series F), have been duly authorized by
> CTI'
> > s board of directors, and (other than any filings as may be required by
> any
> > federal and state securities agencies and the filing of Articles of
> > Amendment to create the Series F and, after approval by CTI's
> shareholders,
> > to increase CTI's authorized number of shares of common stock) no
further
> > filing, consent or authorization is required by CTI, its board of
> directors
> > or its shareholders. This letter agreement has been duly executed and
> > delivered by CTI, and constitutes the legal, valid and binding
obligations
> > of CTI, enforceable against CTI in accordance with its terms, except as
> such
> > enforceability may be limited by general principles of equity or
> applicable
> > bankruptcy, insolvency, reorganization, moratorium, liquidation or
similar
> > laws relating to, or affecting generally, the enforcement of applicable
> > creditors' rights and remedies.
> > > (c) The Series F (and, upon conversion, the shares of common stock
> issuable
> > upon conversion of the Series F), when issued pursuant to the terms
> hereof,
> > will be validly issued, fully paid and nonassessable and free from all
> > taxes, liens, charges and other encumbrances with respect to the issue
> > thereof (other than the voting agreement described herein).
> > > (d) CTI and its board of directors have taken all necessary action, if
> any,
> > in order to render inapplicable any control share acquisition, business
> > combination, poison pill (including any distribution under a rights
> > agreement) or other similar anti-takeover provision under the Articles
of
> > Incorporation or other organizational document or the laws of the
> > jurisdiction of its incorporation or otherwise which is or could become
> > applicable to such holder as a result of the transactions contemplated
by
> > this letter agreement, including, without limitation, CTI's issuance of
> the
> > Series F.
> > > For avoidance of misunderstanding: each holder agreeing to this proposal
> > will be exchanging a security with the following rights for a new
security
> > which lacks such rights (and also lacks certain other rights of the
> existing
> > preferred shares):
> > > 1. The holder's right to optionally redeem for cash in February, April,
> July
> > or December 2009.
> > > > > > > 2. The holder's right to redeem for cash as a result of a past or future
> > Triggering Event.
> > > 3. The holder's right to seek, for redemption as a result of a
Triggering
> > Event, more than 100% of Stated Value.
> > > 4. Accrued dividends to date.
> > > 5. Future dividend accumulations.
> > > 6. Certain series-level protective provisions.
> > > 7. Registration rights.
> > > 8. Liquidated damages and interest.
> > > 9. Certain restrictions against issuer-initiated redemptions.
> > > We believe you will conclude that, under all the circumstances, the
> proposed
> > exchange transaction is nonetheless a superior deal for you - both to
> avoid
> > an immediate loss and to preserve the potential for future upside if CTI
> > survives and thrives. Although $0.14 per share is above CTI's current
> market
> > value, it is a significant reduction in conversion price from the
current
> > preferred stock's conversion prices; this would provide upside potential
> > leverage which is currently absent.
> > > To accept this proposal, please sign below and return to CTI by emailing
> to
> > each of jbianco@ctiseattle.com, ayamamoto@ctiseattle.com and
> > htrubitt@sycr.com as soon as possible. (Please note the
close-of-business
> > February 2, 2009 hard deadline.) Due to the press of time and the number
> of
> > holders, we will not be in a position to undertake individual
> negotiations.
> > However, if you have any questions about the background or operation of
> the
> > exchange transaction, please call Louis Bianco at (206) 272-4004 or our
> > lawyer Hayden Trubitt at (858) 720-2166.
> > > > Very truly yours,
> > > /s/ James A. Bianco, M.D.
> > James A. Bianco, M.D.
> > Chief Executive Officer
>

"LoZioBartSignal®èTornato!" <ZioSignal@tornato.it> ha scritto nel messaggio
news:XSgkl.262890$FR.552386@twister1.libero.it...
> > +++ cell t.: sospeso a tempo indeterminato +++
> beh, alcuni giorni fa lo dicevo che c'era il rischio che te la
sospendevano
> a tempo indeterminato addirittura in piena seduta, cioè dopo aver aperto e
> scambiato, solo perché verso le tre del pomeriggio in Italia (nove a NY)
> arrivava d'oltreoceano qualche non bella notizia.
> Mi pare siano costretti a chiedere Chpater 11??
> quello che non capisco è che in Usa mi pare scambi ancora, quindi l'hanno
> sospesa solo a Milano

gurda caso ore 12:00 e uscita la news sull'accordo in europa per pixadone
infatti in lettera c'erano ordini asteriscati in quantita industriale e il
titolo non ha fatto il solito strappo sulla news i volumi poi sono stati
abb. sostenuti 19 mil di pezzi in pratica potrebbe essere stato l'ennesima
trappola architettata dal nostro Bianco per far uscire le ultime cartucce in
vendita bhaaaaa spero che prima o poi qualcuno lo arresti e lo rinchiuda nel
braccio della morte ;o).......