<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
Celsion Corporation
- --------------------------------------------------------------------------------
(Exact Name of Registrant as Specified in Its Charter)
Maryland 52-1256615
- ------------------------- ----------------------------
(State of Incorporation (IRS Employer
or Organization) Identification no.)
10220-I Old Columbia Road, Columbia, Maryland 21046-1705
- --------------------------------------------- ----------
(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 to Section securities pursuant to Section
12(b) of the Exchange Act and is 12(g) of the Exchange Act and is
effective pursuant to General effective pursuant to General
Instruction Act A.(c), please Instruction Act A.(d), please
check the following box. [X] check the following box. [ ]
Securities Act registration statement file number to which this
form relates: 002-93826-W
---------------
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 so Registered Each Class is to be Registered
------------------- ------------------------------
Common Stock, par value $0.01 per share American Stock Exchange
Securities to be registered pursuant to Section 12(g) of the Act:
None
<PAGE> 2
Item 1. Description of Registrant's Securities to be Registered.
Holders of common stock, par value $0.01 per share (the "Common Stock"), of
Celsion Corporation (the "Company") to be registered hereunder are entitled to
one vote for each share held of record on all matters submitted to a vote of
stockholders. Common stockholders do not have cumulative voting rights. Holders
of Common Stock are entitled to receive ratably such dividends as may be
declared from time to time by the Board of Directors out of funds legally
available therefor. In the event of a dissolution, liquidation or winding-up of
the Company, holders of Common Stock are entitled to share ratably in all assets
remaining after payment of liabilities. Holders of Common Stock have no right to
convert their Common Stock into any other securities. The Common Stock has no
preemptive or other subscription rights. There are no redemption or sinking fund
provisions applicable to the Common Stock. Until the election of directors at
the Company's Annual Meeting (scheduled for June 1, 2000), Company's Board of
Directors is classified. Thereafter, pursuant to an amendment to the Company's
bylaws, the Board no longer will be classified. The Company has authorized (and
outstanding) shares of its Series A 10% Convertible Preferred Stock, par value
$0.01 per share (the "Preferred Stock"). Holders of Preferred Stock are
entitled to receive cumulative dividends at the annual rate of 10% of the
Original Cost per share thereof ($1,000) when, as and if declared by the
Company's Board of Directors, in preference to any dividends on the Common
Stock Upon liquidation, the Preferred Stock is entitled to a liquidation
preference per share equal to the Original Cost plus any accrued and unpaid
dividends thereon, in preference to payment of any amounts in respect of the
Common Stock.
Item 2. Exhibits.
Pursuant to the Instructions as to Exhibits, no exhibits are required to
be filed herewith.
<PAGE> 3
SIGNATURES
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, thereunto duly authorized.
Celsion Corporation
Date: May 26, 2000 By: /s/ SPENCER J. VOLK
---------------------------------
Spencer J. Volk
President and
Chief Executive Officer
