1 SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 Celsion Corporation - -------------------------------------------------------------------------------- (Exact Name of Registrant as Specified in Its Charter) Maryland 52-1256615 - ------------------------- ---------------------------- (State of Incorporation (IRS Employer or Organization) Identification no.) 10220-I Old Columbia Road, Columbia, Maryland 21046-1705 - --------------------------------------------- ---------- (Address of principal executive offices) (Zip Code) If this form relates to the If this form relates to the registration of a class of registration of a class of securities pursuant to Section securities pursuant to Section 12(b) of the Exchange Act and is 12(g) of the Exchange Act and is effective pursuant to General effective pursuant to General Instruction Act A.(c), please Instruction Act A.(d), please check the following box. [X] check the following box. [ ] Securities Act registration statement file number to which this form relates: 002-93826-W --------------- If applicable) Securities to be registered pursuant to Section 12(b) of the Act: Title of Each Class Name of Each Exchange on Which to be so Registered Each Class is to be Registered ------------------- ------------------------------ Common Stock, par value $0.01 per share American Stock Exchange Securities to be registered pursuant to Section 12(g) of the Act: None
2 Item 1. Description of Registrant's Securities to be Registered. Holders of common stock, par value $0.01 per share (the "Common Stock"), of Celsion Corporation (the "Company") to be registered hereunder are entitled to one vote for each share held of record on all matters submitted to a vote of stockholders. Common stockholders do not have cumulative voting rights. Holders of Common Stock are entitled to receive ratably such dividends as may be declared from time to time by the Board of Directors out of funds legally available therefor. In the event of a dissolution, liquidation or winding-up of the Company, holders of Common Stock are entitled to share ratably in all assets remaining after payment of liabilities. Holders of Common Stock have no right to convert their Common Stock into any other securities. The Common Stock has no preemptive or other subscription rights. There are no redemption or sinking fund provisions applicable to the Common Stock. Until the election of directors at the Company's Annual Meeting (scheduled for June 1, 2000), Company's Board of Directors is classified. Thereafter, pursuant to an amendment to the Company's bylaws, the Board no longer will be classified. The Company has authorized (and outstanding) shares of its Series A 10% Convertible Preferred Stock, par value $0.01 per share (the "Preferred Stock"). Holders of Preferred Stock are entitled to receive cumulative dividends at the annual rate of 10% of the Original Cost per share thereof ($1,000) when, as and if declared by the Company's Board of Directors, in preference to any dividends on the Common Stock Upon liquidation, the Preferred Stock is entitled to a liquidation preference per share equal to the Original Cost plus any accrued and unpaid dividends thereon, in preference to payment of any amounts in respect of the Common Stock. Item 2. Exhibits. Pursuant to the Instructions as to Exhibits, no exhibits are required to be filed herewith.
3 SIGNATURES Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized. Celsion Corporation Date: May 26, 2000 By: /s/ SPENCER J. VOLK --------------------------------- Spencer J. Volk President and Chief Executive Officer