AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 19, 2003
REGISTRATION NO. 333-108318
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_______________
AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
_______________
CELSION CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
Delaware
(State or Other Jurisdiction of Incorporation or Organization)
52-1256615
(I.R.S. Employer Identification Number)
10220-I OLD COLUMBIA ROAD
COLUMBIA, MD 21046-1705
(410) 290-5390
(Address, Including Zip Code, and Telephone Number, Including Area Code,
of Registrant's Principal Executive Offices)
DR. AUGUSTINE Y. CHEUNG
PRESIDENT AND CHIEF EXECUTIVE OFFICER
CELSION CORPORATION
10220-I OLD COLUMBIA ROAD
COLUMBIA, MD 21046-1705
(410) 290-5390
(Name, Address, Including Zip Code, and Telephone Number, Including
Area Code, of Agent For Service)
_______________
COPIES TO:
ANITA J. FINKELSTEIN, ESQUIRE
JEANNETTE C. KOONCE, ESQUIRE
VENABLE LLP
1201 NEW YORK AVENUE, NW, SUITE 1000
WASHINGTON, DC 20005
(202) 962-4800
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
As soon as practicable after the effective date of this Registration Statement.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with
dividend or interest reinvestment plans, check the following box. [X]
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ] ______
If this form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. [ ] ____________________
The registrant hereby amends this registration statement on such date or
dates as may be necessary to delay its effective date until the registrant shall
file a further amendment which specifically states that this registration
statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the registration statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
The information in this Prospectus is not complete and may be changed. The
selling stockholders may not sell these securities until the registration
statement filed with the Securities and Exchange Commission of which this
Prospectus is a part is effective. This Prospectus is not an offer to sell these
securities and it is not soliciting offers to buy these securities in any
jurisdiction where the offer or sale is not permitted.
EXPLANATORY NOTE
This Amendment No. 1 to the Registration Statement on Form S-3 (Registration No.
333-108318) is being filed with the Securities and Exchange Commission solely
for the purpose of filing Exhibit 5.1 to the Registration Statement.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 16. Exhibits.
Exhibit
No. Description
------- ---------------------------------------------------------
4.1 Certificate of Incorporation of Celsion Corporation (the
"Company"), as amended through June 5, 2001, and as in
effect on August 14, 2001 (incorporated by reference to
Exhibit 3.1 of the Quarterly Report of the Company on
Form 10-Q for the quarter ended June 30, 2001).
4.2 By-laws of the Company, as amended, incorporated herein
by reference to Exhibit 3.2 to the Quarterly Report on
Form 10-Q of the Company for the Quarter Ended June 30,
2001.
4.3 Form of Warrant to Purchase Common Stock pursuant to the
Private Placement Memorandum (the "PPM") of the Company
dated May 30, 2003 as supplemented (incorporated by
reference to Exhibit 4.3 of the Registration Statement
on Form S-3 filed on August 28, 2003).
4.4 Form of Warrant issued to the Placement Agents pursuant
to the PPM (incorporated by reference to Exhibit 4.4 of
the Registration Statement on Form S-3 filed on August
28, 2003).
4.5 Agreement dated April 8, 2003 between the Company and
Strategic Growth International, Inc. (incorporated by
reference to Exhibit 4.5 of the Registration Statement
on Form S-3 filed on August 28, 2003).
4.6 Letter Agreement dated June 1, 2003 between the Company
and Goldpac Investment Partners Ltd. (incorporated by
reference to Exhibit 4.6 of the Registration Statement
on Form S-3 filed on August 28, 2003).
4.7 Finder's Fee Agreement dated as of June 30, 2003,
between the Company and National Securities Corporation
(incorporated by reference to Exhibit 4.7 of the
Registration Statement on Form S-3 filed on August 28,
2003).
4.8 Finder's Fee Agreement dated as of June 30, 2003 between
the Company and Intercoastal Financial Services
Corporation (incorporated by reference to Exhibit 4.8 of
the Registration Statement on Form S-3 filed on August
28, 2003).
5.1* Opinion of Venable LLP re: Legality.
10.1 License Agreement dated July 18, 2003 between the
Company and Duke University. (Confidential treatment
requested.) (incorporated by reference to Exhibit 10.1
of the Registration Statement on Form S-3 filed on
August 28, 2003).
10.2 Agreement Regarding Retirement and Resignation dated
October 4, 2001 between the Company and Spencer J. Volk
(incorporated by reference to Exhibit 10.2 of the
Registration Statement on Form S-3 filed on August 28,
2003).
23.1 Consent of Stegman & Company, independent public
accountants of the Company (incorporated by reference to
Exhibit 23.1 of the Registration Statement on Form S-3
filed on August 28, 2003).
23.2* Consent of Venable LLP (included in Exhibit 5.1).
24.1 Power of Attorney (incorporated by reference to Exhibit
24.1 of the Registration Statement on Form S-3 filed on
August 28, 2003).
_________________
* Filed herewith.
SIGNATURES
Under the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Amendment No. 1 to
the Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in Columbia, Maryland, on the 19th day of September
2003.
CELSION CORPORATION
By: /s/ Augustine Y. Cheung
Augustine Y. Cheung
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act, this registration
statement has been signed by the following persons in the capacities and on the
dates indicated.
Signature Title Date
--------- ----- ----
/s/ Augustine Y. Cheung Director, President and Chief September 19, 2003
------------------------ Executive Officer (Principal
Augustine Y. Cheung Executive Officer)
/s/ Anthony P. Deasey* ExecutiveVice September 19, 2003
------------------------- President--Finance and
Anthony P. Deasey Administration and Chief
Financial Officer (Principal
Financial and Accounting
Officer)
/s/ John Mon* Vice President, Secretary, September 19, 2003
------------------------- Treasurer and Director
John Mon
/s/ Max E. Link* Chairman of the Board of September 19, 2003
------------------------- Directors
Max E. Link
/s/ Gary W. Pace* Director September 19, 2003
-------------------------
Gary W. Pace
/s/ Claude Tihon* Director September 19,2003
-------------------------
Claude Tihon
/s/ Kris Venkat* Director September 19, 2003
-------------------------
Kris Venkat
By: /s/ Augustine Y. Cheung
-------------------------------
Augustine Y. Cheung
Attorney-in-fact