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Cell Therapeutics, Inc. (NASDAQ:CTIC)

Annual Shareholder Meeting Call

August 31, 2012 01:00 pm ET

Executives

Dan Eramian - EVP, Corporate Communications

Analysts

Dan Eramian

Good morning. Welcome to the Cell Therapeutics 2012 annual meeting of shareholders. Now if everyone attending the meeting could please dial and should turn off your cellphones or pagers at this time, I would like to call the meeting to order. I am Dan Eramian, Executive Vice President of Corporate Communications at Cell Therapeutics and I will chair today’s meeting.

Ed Bell, Senior Director of Investor Relations will act as secretary of the meeting and Mr. Brophy Christensen of O'Melveny & Myers has been appointed Inspector of Election to examine and count proxies and ballots of this meeting.

Thank you all for coming today. To make the meeting as efficient as possible, I would like to remind all of our shareholders in attendance of all the procedural rules for the meeting. A copy of the rules is available at the registration desk. The Secretary has delivered an affidavit of mailing, establishing that notice of this meeting was duly given and a copy of the notice of the meeting and the affidavit of the mailing will be incorporated into minutes.

Our Board of Directors set July 20, 2012 as a record date for this meeting. Only shareholders of record on that date are entitled to vote at this meeting. Let me summarize the agenda for today's meeting. First we will address the business items that for the shareholders had set forth in the proxy statement, including voting to elect three directors to our Board of Directors to serve until the 2015 annual meeting of shareholders; voting on an amendment to our amended and restated articles of incorporation to increase the number of authorized shares and shares of common stock; voting on an amendment to our 2007 equity incentives plan to increase the number of shares available for issuance under the plan; voting on a proposal to approve the shares issued to S*BIO in connection with or to finance the acquisition of assets of S*BIO and at our option to issue shares of common stock or shares of preferred stock in lieu of cash for up to 50% of the milestone payments pursuant to the asset purchase agreement entered into with S*BIO on April 18, 2012; voting on a proposal to approve the issuance of shares of preferred stock and shares of common stock issuable upon conversion of the preferred stock, warrants and shares of common stock issuable upon the exercise of the warrants and that our option, the issuance of shares of common stock in lieu of cash upon exchange of special warrants issued to associates, [CG2] pursuant to the securities purchase agreement entered into connection with the offering of Series 15 preferred stock on May 29, 2012; and finally the ratifying of the selection of Marcum LLP as our independent auditors for the year ending December 31, 2012.

I will cover each of the proposals in more detail and there will be an opportunity for shareholder questions on the proposals following the presentation of the proposals and before voting on the proposals take place. Following a vote on proposals of the shareholders, we will conclude the business portion of the meeting.

We have available for inspection a list of all shareholders as of the record date and proof of due calling of the meeting. In addition, I have received an oath signed by Mr. Christensen, the Inspector of Election which is available for your examination and will be filed within minutes of this meeting stating that he will faithfully execute with strict and partiality, his duty as Inspector of Election.

I have been informed by the Inspector of Election that we have a quorum of votes represented in person or by proxy for the meeting. Accordingly, I declare that a quorum is present, the meeting is properly constituted and convened for the purpose of transacting such business as may properly come before.

The first order of business to be discussed is the election of directors. We have three nominees for directors. If elected these directors will serve until the 2015 Annual Meeting of shareholders. All nominees are currently members of our Board of Directors.

The nominees are Richard L. Love, Dr Mary Mundinger, and Dr. Jack Singer. Do I hear a motion for the election of the individuals to our Board of Directors to serve until our 2015 annual meeting of shareholders.

Do I hear a second? A motion to elect these nominees has been made and seconded. As there is no discussion, we will proceed to vote. Second matter to be considered is the proposal to approve an increase in the number of shares of our authorized stock from 384,999,999 shares to 751,666,666 shares and an increase in the number of shares of our common stock authorized for issuance from 383,333,333 shares to 750 million.

We believe this amendment is important in order for us to continue to access capital markets from time to time to fund our business operations as we move our products forward. Do I hear a motion to approve this amendment?

Unidentified Company Representative

Move.

Dan Eramian

Do I hear a second?

Unidentified Company Speaker

Second

Dan Eramian

A motion to approve this matter has been made and seconded. If there is no discussion we will speak to vote. The third matter to be considered is a proposal to approve an amendment to our 2007 Equity Incentive Plan to increase the number of shares available for issuance under the plan by an additional 15 million shares of common stock. The proposed amendments will facilitate our ability to continue to award meaningful incentives to our executive officers and key employees pursuant to the 2007 Equity Incentive Plan to attract and retain outstanding and highly skilled individuals in a very competitive labor market.

Such awards motivate individuals to achieve our goal and align our efforts with the shareholders interest. Do I hear a motion to improve this amendment? Do I hear a second? A motion to approve this matter has been made and seconded. If there is no discussion, we’ll proceed to vote.

The fourth matter to be considered is a proposal to approve shares issued to S*BIO limited in connection with or to finance the acquisition of assets of S*BIO and our option to issue shares of common stock or shares of preferred stock in lieu of cash for up to 50% of the milestone payments pursuant to the asset purchase agreement entered into S*BIO on April 18, 2012.

We believe approval of this proposal will provide the company with additional flexibility to use cash for other purposes including working capital to fund our operations. Do I hear motion to approve this amendment?

Unidentified Company Speaker

Move.

Dan Eramian

Do I hear a second? Motion to approve this matter as they made and seconded. If there is no discussion we will proceed to vote.

The fifth matter to be considered is the proposal to approve the issuance of shares of preferred stock and shares of common stock issuable upon conversion of the preferred stock warrants and shares of common stock issuable upon the exercise of the warrants and there are options the issuance of shares of common stock in lieu of cash upon exchange of such warrants issued capital to pursuant to the securities purchase agreement entered into connection with the offering of Series 15 convertible preferred stock on May 29, 2012.

We believe approval of this proposal will provide us with additional flexibility to use cash for other purposes including working capital to fund our operations.

So I hear the motions to prove this amendment. Do I hear second a motion to prove this matter has been made and seconded as there is no discussion we will proceed to vote?

The sixth and final matter to be considered is the proposal to rectify the election of Marcum LLP as our independent auditors for the year ending December 31, 2012. The audit committee approves the appointment of Marcum and our board of directors has further directed that we submit the selection of independent auditors for 2012 for ratification by the shareholders at this meeting.

So I hear motion to ratify the selection of Marcum as our independent auditors for the year ending December 31, 2012.

Unidentified Company Speaker

Move

Dan Eramian

Do I hear second a motion to approve this matter has been made and seconded. As if there is no discussion we will proceed to vote. At this time the polls are open, we will entertain any questions or comments on the business portion of the meeting.

I would remind you that questions or comments are solely restricted to shareholders of record as of July 20, 2012 or person holding proxies from such shareholders. If you wish to ask a specific question, proxy question or the proxy proposals please raise your hands so I can recognize you, once recognized please identify yourself prior to asking your questions and limit your questions to no more than two minutes in order to allow all interested shareholders an opportunity to speak.

You will also have the opportunity to ask questions about the business and financial condition of the company after we have concluded the formal items of business after the meeting.

If you have already voted your stock by mailing in your proxy card or via the Internet or telephone, you need to take no action today unless you want to change your vote. If you have not voted or would like to change your vote from the proxy card you submitted please raise your hand and you will receive a ballot to complete.

Once we have completed your ballot or if you brought your proxy card with you and we would like to turn it in, please hold it up and it will be picked up by the Inspector of Elections.

Please note to maintain impartiality of the Inspector of Election he cannot answer questions about the proxy. If you have questions about the proxy or specific voting procedures, please ask company personnel or the secretary of the meeting Ed Bell.

Mr. Christensen do we have all the votes back. If so the polls are now closed. The ballots and proxies will be held in possession of the Inspector of Election. The Inspector of Election will count the votes.

I am informed that we have received ballots and proxy sufficient to elect Mr. Louis, Dr. Mundinger and Dr. Singer to be directors and our board of directors to serve until the 2015 annual meeting of shareholders. Approve an amendment to our amended and restated articles of incorporation to increase the number of authorized shares and shares of common stock. Approve an amendment to our 27 Equity Incentive Plan to increase the number of shares available for issuance under the plan.

Approve the shares issued to S*BIO in connection with or to finance the acquisition of assets of S*BIO and our option to issue shares of common stock or shares of preferred stock in lieu of cash for up to 50% of the milestone payments pursuant to the Asset Purchase Agreement entered into S*BIO on April 18 2012.

Approve the issuance of shares of the preferred stock and shares of common stock issuable upon conversion of the preferred stock warrants in shares of common stock issuable upon the exercise of the warrants and our option, the issuance of shares of common stock in lieu of cash upon exchange of such warrants issued to associates, CG2 pursuant to the securities purchase agreement entered into connection with the offering of Series 15 convertible preferred stock on May 29, 2012.

And finally, ratify the selection of Marcum LLP as our independent auditors for the year ending December 31, 2012. The final vote totals including votes from the ballots received at this meeting will be tabulated and will be included with the official meeting minutes of the meeting as well as the current report on Form 8-K that will be filed with the SEC.

This concludes the business portion of the meeting. Thank you for attending today’s meeting. The meeting is adjourned.

Question-and-Answer Session

[No Q&A Session]

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Source: Cell Therapeutics' CEO Hosts Annual Shareholder Meeting (Transcript)

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