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): January 20, 2003
-----------------
Celsion Corporation
-------------------------------------------------------
(Exact Name of Registrant as Specified in Charter)
Delaware 000-14242 52-1256615
----------------------------- -------------------------- --------------------------
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
10220-I Old Columbia Road, Columbia, Maryland 21046-1705
--------------------------------------------------------------------------------
(Address of principal executive office) (Zip Code)
Registrant's telephone number, including area code: (410) 290-5390
---------------------------
--------------------------------------------------------------------------------
(Former Name or Former Address, if Changed Since Last Report)
ITEM 5. OTHER EVENTS
Celsion Corporation ("Celsion" or the "Company") and Boston Scientific
Corporation ("BSC") have entered into a Distribution Agreement dated as of
January 21, 2003 ("Distribution Agreement"), pursuant to which the Company has
granted BSC exclusive rights to market and distribute the Company's Microwave
BPH 800 Urethroplasty(TM) System and its component parts for the treatment of
benign prostatic hyperplasia (the "Product") in all territories other than
China, Taiwan, Hong Kong, Macao, Mexico and Central and South America for a
period of seven years beginning on the date Celsion is first able to ship the
Product (the "Launch Date"). The parties will share gross sales (less certain
defined costs and expenses) attributable to the Product. A copy of the
Distribution Agreement (subject to a request for confidential treatment as to
certain terms) is attached as Exhibit 99.1 to this Report on Form 8-K.
The Company and BSC have also entered into a Transaction Agreement
effective January 20, 2003 ("Transaction Agreement"). Pursuant to the
Transaction Agreement, upon attainment of specified milestones by Celsion prior
to the Launch Date, BSC will make equity investments in Celsion through the
purchase of Celsion Common Stock at a premium to the market price for such
Common Stock over various measurement periods. On January 21, 2003, BSC
purchased 9,375,354 shares of the Company's Common Stock for $5 million. A copy
of the Transaction Agreement (subject to a request for confidential treatment as
to certain terms) is attached as Exhibit 99.2 to this Report on Form 8-K.
Pursuant to the Distribution and Transaction Agreements, upon Celsion's
meeting certain milestones, BSC will pay Celsion up to an additional $10 million
through a combination of license fees and additional equity investments.
The Company has also granted BSC the exclusive right to purchase the
assets and technology relating to the manufacture, marketing, sale, distribution
and/or research and development of products using thermal therapy for the
treatment of benign prostatic hyperplasia. This option is exercisable for a
period of five years, with the option price being calculated based on worldwide
sales of the Product, subject to a minimum price of $60 million. Additionally,
for a period of up to seven years, the Company has granted BSC the right to (i)
match any unsolicited offer that the Company may receive for any other product
developed by the Company and (ii) make a written offer to the Company in the
event the Company desires to sell, license or distribute any product developed
by it.
On January 20, 2003, the Company issued a press release regarding the
transactions and agreements with BSC summarized above. A copy of that press
release is attached as Exhibit 99.3 to this Report on Form 8-K.
-2-
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 thereunto duly authorized.
CELSION CORPORATION
Date: January 21, 2003 By: /s/ Daniel S. Reale
---------------------------------------
Daniel S. Reale
Executive Vice President and
President of BPH Division
EXHIBIT INDEX
Exhibit Description
------- --------------------------------------------------
99.1 Distribution Agreement dated as of January 21, 2003 by and
between Celsion Corporation and Boston Scientific Corporation
(Confidential Treatment requested)
99.2 Transaction Agreement effective as of January 20, 2003 by and
between Celsion Corporation and Boston Scientific Corporation
(Confidential Treatment requested)
99.3 Press Release dated January 20, 2003