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:
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(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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