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): July 29, 2010
(Exact Name of Registrant as Specified in Charter)
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Delaware
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001-15911
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52-1256615
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(State or other jurisdiction
of incorporation)
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(Commission File Number)
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(IRS Employer
Identification No.)
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10220-L Old Columbia Road,
Columbia, Maryland
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21046-2364
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(Zip Code)
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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):
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Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.135-4(c))
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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Effective July 29, 2010, Celsion’s Board of Directors elected Robert W. Hooper, age 64, as a Class II Director. Mr. Hooper brings a wealth of commercial and operational experience to the Board having previously served as the President of IMS North America, President of Abbott Laboratories Canada and Managing Director of Abbott Australasia. Mr. Hooper will fill a vacancy created by Gary W. Pace, PhD., who tendered his resignation as a member of the Company's Board of Directors effective July 29, 2010 after consideration of his current business and personal obligations.
Mr. Hooper's Class II term will expire at the Company's Annual Meeting of Shareholders in 2012, at which time he will be eligible for nomination for another term. At the present time, Mr. Hooper has not been appointed to any committees of the Company's Board of Directors. Mr. Hooper will receive standard director fees and benefits, including an initial grant of stock options under the Company's 2007 Stock Incentive Plan to purchase 30,000 shares of Celsion's common stock, vesting in three installments over three years, at an exercise price equal to the fair market value thereof on the effective date determined in accordance with the Plan. The outside director compensation plan is described in more detail in the Company's Definitive Pro
xy Statement for its 2010 Annual Meeting of Shareholders filed with the Securities and Exchange Commission on April 30, 2010.
The Board of Directors has determined that Mr. Hooper is an independent director in accordance with the applicable rules of the Securities and Exchange Commission and The NASDAQ National Market.
On August 2, 2010, the Company issued a press release announcing the foregoing matters, a copy of which is attached hereto as Exhibit 99.1 to this Form 8-K.
Item 9.01 Financial Statement and Exhibits.
(d) Exhibits.
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Exhibit Number
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Description
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99.1
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Press Release of the Company, dated August 2, 2010
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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.
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CELSION CORPORATION
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Date: August 2, 2010
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By:
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/s/ Jeffrey W. Church
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Jeffrey W. Church
Vice President and Chief Financial Officer
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Exhibit Index
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Exhibit Number
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Description
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99.1
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Press Release of the Company, dated August 2, 2010
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EXHIBIT 99.1
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Celsion Announces Changes to Board of Directors
Company focuses on Asia/Pacific commercial experience
COLUMBIA, MD (PR Newswire) August 2, 2010: Celsion Corporation (NASDAQ: CLSN), a biotechnology drug development company that is leveraging its heat sensitive liposomal technology platform to encapsulate and deliver high concentrations of proven chemotherapeutics, announces the appointment of Robert W. Hooper to its Board of Directors.
Effective July 29, 2010, Robert W. Hooper will join Celsion’s Board of Directors. Mr. Hooper brings a wealth of commercial and operational experience to the Board having previously served as the President of IMS North America, President of Abbott Laboratories Canada and Managing Director of Abbott Australasia.
Michael H. Tardugno, Celsion’s President and CEO commented, “We are fortunate to have someone of Bob’s experience and talent join the Board. His commercial and regional insights are a valuable addition as we consider the commercialization of our lead drug, ThermoDox®, for the treatment of primary liver cancer.”
The Company also announces that Gary W. Pace, Ph.D., has tendered his resignation as director of the Company, effective July 29, 2010. This decision was made following Dr. Pace’s consideration of his current business and personal obligations. He will continue to lend his expertise to Celsion on a consulting basis.
“Celsion owes a great deal to Dr. Pace,” noted Max Link, Celsion’s Chairman of the Board of Directors. “His commitment and vision have been instrumental to the Celsion’s emergence as an oncology focused development company. We wish him continued success in his business endeavors and will benefit from his on-going consulting counsel.”
About Celsion
Celsion is dedicated to the development and commercialization of innovative oncology drugs including tumor-targeting treatments using focused heat energy in combination with heat-activated drug delivery systems. Celsion has licensed ThermoDox(R) to Yakult-Honsha for the Japanese market and has a partnership agreement with Phillips Medical to jointly develop its heat activated liposomal technology in combination with high intensity focused ultrasound to treat difficult cancers. Celsion has research, license, or commercialization agreements with leading institutions such as the National Institutes of Health, Duke University Medical Center, University of Hong Kong, Cleveland Clinic, and the North Shore Long Island Jewish Health System.
For more information on Celsion, visit our website: http://www.celsion.com.
Celsion wishes to inform readers that forward-looking statements in this release are made pursuant to the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995. Readers are cautioned that such forward-looking statements involve risks and uncertainties including, without limitation, unforeseen changes in the course of research and development activities and in clinical trials by others; possible acquisitions of other technologies, assets or businesses; possible actions by customers, suppliers, competitors, regulatory authorities; and other risks detailed from time to time in the Company's periodic reports filed with the Securities and Exchange Commission.
Investor Contact:
Marcy Nanus
The Trout Group, LLC
646-378-2927
mnanus@troutgroup.com