UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 21, 2007
Celsion Corporation
(Exact Name of Registrant as Specified in Charter)
| Delaware | 000-14242 | 52-1256615 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
| 10220-L Old Columbia Road, Columbia, Maryland | 21046-2364 | |
| (Address of principal executive office) | (Zip Code) |
Registrant’s telephone number, including area code: (410) 290-5390
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions (see General Instruction A.2. below):
| ¨ | Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| x | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.135-4(c)) |
| Item 8.01. | Other Events. |
On May 21, 2007, the Company mailed a letter to stockholders reminding them to vote on the proposals included in the Company’s 2007 Proxy Statement. A copy of the letter is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits. |
| (d) | Exhibits. |
| Exhibit Number |
Description | |
| 99.1 | Letter to Stockholders dated May 21, 2007. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| CELSION CORPORATION | ||||||
| Date: May 21, 2007 |
By: | /s/ Anthony P. Deasey
| ||||
| Anthony P. Deasey Chief Financial Officer | ||||||
EXHIBIT INDEX
| Exhibit Number |
Description | |
| 99.1 | Letter to Stockholders dated May 21, 2007. |
Exhibit 99.1
YOUR VOTE IS IMPORTANT
TIME IS SHORT – PLEASE ACT TODAY!
May 21, 2007
Dear Fellow Stockholder:
According to our latest records, we have not received your voting instructions for the important Annual Meeting of Celsion Corporation, to be held on Tuesday, June 13th 2007. The Board of Directors unanimously recommends that you vote “FOR” the proposals; to elect three Class III Directors, to approve the Celsion Corporation 2007 Stock Incentive Plan, to ratify the selection of Stegman & Company as the Company’s independent registered public accounting firm, and to approve the sale by us of our Prolieve assets to Boston Scientific Corporation. Your vote is important to us. Whether or not you plan to attend the Annual Meeting in person, please use one of the following simple methods to promptly provide your voting instructions:
| 1. | Vote by Internet: Go to the website www.proxyvote.com. Have your 12-digit control number listed on the voting instruction form ready and follow the online instructions. The 12-digit control number is located in the rectangular box on the right side of your voting instruction form. |
| 2. | Vote by Telephone: Call toll-free (800) 690-6903. Have your 12-digit control number listed on the voting instruction form ready and follow the simple instructions. |
| 3. | Vote by Mail: Mark, sign, date and return your voting instruction form in the postage-paid return envelope provided. |
For the reasons set forth in the proxy statement dated April 30, 2007, the Board of Directors unanimously recommends that you vote “FOR” all proposals at the June 13th 2007 Annual Meeting. Failure to vote will have the same effect as a vote against the sale of our Prolieve assets to Boston Scientific Corporation We respectfully request that you vote your shares at your earliest convenience. If you have any questions please call Anthony Deasey at 410 290 5390.
On behalf of the Board of Directors, thank you for your cooperation and continued support.
| /s/ Max E. Link | /s/ Michael H. Tardugno | |
| Max E. Link | Michael H. Tardugno | |
| Chairman of the Board | President and Chief Executive Officer |