UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
CELSION CORPORATION
(Name of Issuer)
Common Stock, $0.01 Par Value
(Title of Class of Securities)
15117N107
(CUSIP Number)
January 21, 2003
(Date of Event Which Requires Filing of this Statement)
Lawrence J. Knopf
Boston Scientific Corporation
One Boston Scientific Place
Natick, MA 01760-1537
Telephone: (508) 650-8567
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
Copy to:
Peter D. Lyons, Esq.
Shearman & Sterling
599 Lexington Avenue
New York, New York 10022
Telephone: (212) 848-4000
Check the appropriate box to designate the rule pursuant to
which this Schedule is filed:
[ ] Rule 13d-1(b)
[X] Rule 13d-1(c)
[ ] Rule 13d-1(d)
* 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 in 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).
CUSIP No. 15117N107
(1) Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only)
Boston Scientific Corporation
(2) Check the Appropriate Box if a Member of Group (See Instructions)
[ ] (a)
[ ] (b)
(3) SEC Use Only
(4) Citizenship or Place of Organization Delaware
Number of (5) Sole Voting Power 9,375,354
Shares
Beneficially (6) Shared Voting Power 0
Owned by
Each (7) Sole Dispositive Power 9,375,354
Reporting
Person (8) Shared Dispositive Power 0
With
(9) Aggregate Amount Beneficially Owned by Each Reporting Person 9,375,354
(10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions)
(11) Percent of Class Represented by Amount in Row (9)*
9.2%
(12) Type of Reporting Person (See Instructions) CO
* This percentage is based on 101,687,922 shares of Common Stock outstanding as
of January 20, 2003.
Item 1. Issuer
(a) Name of Issuer: Celsion Corporation
(b) Address of Issuer's Principal Executive Offices: 10220-I Old
Columbia Road, Columbia, MD 21046-1705
Item 2. Person Filing
(a) Name of Person Filing: Boston Scientific Corporation.
(b) Address of Principal Business Office: One Boston Scientific
Place, Natick, MA 01760-1537.
(c) Citizenship: Not applicable.
(d) Title of Class of Securities: Common Stock, $0.01 par value.
(e) CUSIP Number: 15117N107
Item 3. This statement is filed pursuant to 240.13d-1(c).
Item 4. Ownership
(a) Amount Beneficially Owned: 9,375,354
(b) Percent of class: 9.2%
(c) Number of shares as to which such person has:
i. Sole power to vote or to direct the vote: 9,375,354
ii. Shared power to vote or to direct the vote: 0
iii. Sole power to dispose or direct the disposition of:
9,375,354
iv. Shared power to dispose or to direct the disposition: 0
Item 5. Ownership of Five Percent or Less of a Class
Not applicable.
Item 6. Ownership of More than Five Percent on Behalf of Another Person
Not applicable.
Item 7. Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported on by the Parent Holding Company
Not applicable.
Item 8. Identification and Classification of Members of the Group
Not applicable.
Item 9. Notice of Dissolution of Group
Not applicable.
Item 10. Certification if Statement Filed Pursuant to Rule 13d-1(c)
(a) Not applicable.
(b) By signing below I certify that, to the best of my knowledge
and belief, the securities referred to above were not acquired
and are not held for the purpose of or with the effect of
changing or influencing the control of the issuer of the
securities and were not acquired and are not held in connection
with or as a participant in any transaction having that purpose
or effect.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Date: January 31, 2003
BOSTON SCIENTIFIC CORPORATION
By: /s/ Lawrence J. Knopf
------------------------
Name: Lawrence J. Knopf
Title: Vice President and
Assistant General Counsel