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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Amendment No. 1
FORM 8-A/A
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FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
Celsion Corporation
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(Exact Name of Registrant as Specified in Its Charter)
Delaware 52-1256615
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(State of Incorporation (IRS Employer
or Organization) Identification no.)
10220-I Old Columbia Road, Columbia, Maryland 21046-1705
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(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 securities pursuant
to Section 12(b) of the to Section 12(g) of the
Exchange Act and is Exchange Act and is
pursuant to General Instruction pursuant to General Instruction
A.(c), please check the A.(d), please check the
following box. [ ] following box. [ ]
Securities Act registration statement
file number to which this form relates:
--------------------------
(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 Registered Each Class is to be Registered
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Securities to be registered pursuant to Section 12(g) of the Act:
Preferred Share Purchase Rights
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(Title of Class)
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Explanatory Note: This Amendment No. 1 amends the Registration
Statement on Form 8-A of Celsion Corporation (the "Company") filed with the
Securities and Exchange Commission ("SEC") on September 19, 2002 (as so amended,
the "Registration Statement") in connection with the Company's listing of its
Preferred Share Purchase Rights on The American Stock Exchange. Capitalized
terms used herein and not defined have the meanings ascribed thereto in the
Registration Statement as originally filed.
This Amendment No. 1 is being filed to reflect the amendment of the
first sentence of the definition of "Acquiring Person" in Section 1(a) of the
Rights Agreement, and to include as an exhibit to the Registration Statement
Amendment No. 1 to Rights Agreement, dated as of August 15, 2002, effective as
of January 16, 2003 (the "First Amendment"). Except as amended hereby, there are
no other changes to the Registration Statement.
Item 1. Description of Securities to be Registered
Effective as of January 16, 2003, the Company effected the First
Amendment. Pursuant to the First Amendment, the definition of "Acquiring Person"
appearing in Section 1(a) of the Rights Agreement has been amended to provide
the following additional exclusion to the definition of "Acquiring Person",
subsequent to item (iii) of the first sentence of that Section, to be numbered
as item (iv) of such sentence:
(iv) Boston Scientific Corporation ("BSC") shall not become an
"Acquiring Person" as the result of the acquisition of shares
of Common Stock by BSC solely (a) pursuant to that certain
Transaction Agreement, dated as of January 20, 2003, by and
between the Company and BSC (the "BSC Transaction Agreement")
and (b) pursuant to a stock dividend on, subdivision of, or
similar proportionate adjustment in (collectively, an
"Adjustment"), the shares of Common Stock received pursuant to
the BSC Transaction Agreement, provided, however, that if BSC
shall become the Beneficial Owner of an aggregate of 15% or
more of the shares of Common Stock then outstanding by reason
of share acquisitions other than pursuant to the BSC
Transaction Agreement or an Adjustment in the shares received
pursuant thereto (provided that such aggregate may include
shares of Common Stock acquired pursuant to the BSC
Transaction Agreement or any Adjustment), then BSC shall be
deemed to be an "Acquiring Person".
The foregoing description of the Rights Agreement is qualified in its
entirety by reference to the full text of (a) the Rights Agreement, which is
attached as Exhibit 4.1 to the Registration Statement, as originally filed, and
incorporated herein by reference, and (b) the First Amendment to Rights
Agreement attached hereto as Exhibit 4.2 and incorporated herein by reference.
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Item 2. Exhibits
Exhibit No. Description
4.1 * Rights Agreement dated as of August 15, 2002, between Celsion
Corporation and American Stock Transfer & Trust Company, which
includes as Exhibits A, B and C, respectively, the Form of
Certificate of Designations for the Series C Junior
Participating Preferred Stock, the Form of Right Certificate,
and a Summary of the Rights (incorporated by reference to
Celsion Corporation's Current Report on Form 8-K filed August
21, 2002)
4.2 ** First Amendment to Rights Agreement dated as of August 15,
2002 between Celsion Corporation and American Stock Transfer &
Trust Company, as Rights Agent, effective as of January 16,
2003.
* Previously filed by Celsion Corporation on Form 8-A on September 19, 2002. **
Filed herewith.
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SIGNATURE
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, thereto duly authorized.
CELSION CORPORATION
By: /s/ Anthony P. Deasey
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Anthony P. Deasey
Executive Vice President--Finance and Administration
and Chief Financial Officer
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Date: February 11, 2003
EXHIBIT INDEX
Exhibit No. Description
4.1 * Rights Agreement dated as of August 15, 2002, between Celsion
Corporation and American Stock Transfer & Trust Company, which
includes as Exhibits A, B and C, respectively, the Form of
Certificate of Designations for the Series C Junior
Participating Preferred Stock, the Form of Right Certificate,
and a Summary of the Rights (incorporated by reference to
Celsion Corporation's Current Report on Form 8-K filed August
21, 2002)
4.2 ** First Amendment to Rights Agreement dated as of August 15,
2002 between Celsion Corporation and American Stock Transfer &
Trust Company, as Rights Agent, effective as of January 16,
2003.
* Previously filed by Celsion Corporation on Form 8-A on September 19, 2002. **
Filed herewith.
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CELSION CORPORATION
AMENDMENT NO. 1
to
RIGHTS AGREEMENT
Dated as of August 15, 2002
This Amendment No. 1 (this "Amendment No. 1") to that certain Rights
Agreement (the "Rights Agreement") by and between Celsion Corporation (the
"Company") and American Stock Transfer & Trust Company as Rights Agent (the
"Rights Agent") dated as of August 15, 2002, is entered into the 16th day of
January, 2003. Capitalized terms used herein, but not otherwise defined, shall
have the meanings ascribed thereto in the Rights Agreement.
WHEREAS, the Board of Directors of the Company has determined that it
is necessary and desirable to amend the Rights Agreement to provide an
additional exclusion from the definition of an "Acquiring Person";
WHEREAS, pursuant to Section 27 of the Rights Agreement, the Company
may amend the Rights Agreement without the approval of any holders of Rights
Certificates as the Company may deem necessary or desirable until such time as
the Rights are no longer redeemable; and
WHEREAS, the Rights are currently redeemable.
NOW, THEREFORE, in consideration of the foregoing and of the covenants
and agreements contained herein and in the Rights Agreement and other good and
valuable consideration, the Rights Agreement hereby is amended as follows:
1. Amendatory Provision. Pursuant to Section 27 of the Rights
Agreement, Section 1(a) of the Rights Agreement hereby is amended to provide the
following additional exclusion to the definition of "Acquiring Person"
subsequent to item (iii) of the first sentence of that Section, to be numbered
as item (iv) of the first sentence of that Section and to read as follows:
(iv) Boston Scientific Corporation ("BSC") shall not become an
"Acquiring Person" as the result of the acquisition of shares of Common
Stock by BSC solely (a) pursuant to that certain Transaction Agreement,
dated as of January 20, 2003, by and between the Company and BSC (the
"BSC Transaction Agreement") and (b) pursuant to a stock dividend on,
subdivision of, or similar proportionate adjustment in (collectively,
an "Adjustment"), the shares of Common Stock received pursuant to the
BSC Transaction Agreement, provided, however, that if BSC shall become
the Beneficial Owner of an aggregate of 15% or more of the shares of
Common Stock then outstanding by reason of share acquisitions other
than pursuant to the BSC Transaction Agreement or an Adjustment in the
shares received pursuant thereto (provided that such aggregate may
include shares of Common Stock acquired pursuant to the BSC Transaction
Agreement or any Adjustment), then BSC shall be deemed to be an
"Acquiring Person".
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2. Execution by the Rights Agent. Upon the delivery of a certificate
from an appropriate officer of the Company which states that this Amendment No.
1 is compliance with the terms of Section 27 of the Rights Agreement, the Rights
Agent shall execute this Amendment No 1.
3. Effective Time. Notwithstanding Section 2 hereof, pursuant to
Section 27 of the Rights Agreement, this Amendment No. 1 shall become effective
immediately upon execution by the Company.
4. Existing Agreement. Except as expressly amended hereby, all of the
terms, covenants and conditions of the Rights Agreement (i) are ratified and
confirmed; (ii) shall remain unamended and not waived; and (iii) shall continue
in full force and effect.
5. Governing Law. This Amendment No. 1 shall be deemed to be a contract
made under the laws of the State of Delaware and for all purposes shall be
governed by and construed in accordance with the laws of such State applicable
to contracts to be made and performed entirely within such State.
6. Severability. If any term, provision, covenant or restriction of
this Amendment No. 1 or of the Rights Agreement is held by a court of competent
jurisdiction or other authority to be invalid, void or unenforceable, the
remainder of the terms, provisions, covenants and restrictions of this Amendment
No. 1 and the Rights Agreement shall remain in full force and effect and shall
in no way be affected, impaired or invalidated.
7. Counterparts. This Amendment No. 1 may be executed in counterparts,
each of which shall for all purposes be deemed to be an original, and all such
counterparts shall together constitute but one and the same instrument.
[SIGNATURE PAGE FOLLOWS]
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IN WITNESS WHEREOF, Celsion Corporation has caused this Amendment No. 1
to be duly executed on the date first above written.
CELSION CORPORATION
By: /s/ Anthony P. Deasey
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Name: Anthony P. Deasey
Title: Executive Vice President - Finance
and Administration and Chief
Financial Officer
Executed by American Stock Transfer & Trust Company, as Rights Agent, this 6th
day of February, 2003.
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AMERICAN STOCK TRANSFER & TRUST
COMPANY, as Rights Agent
By: /s/Herbert J. Lemmer
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Name: Herbert J. Lemmer
Title: Vice President
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