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EXHIBIT 3.1.3
CERTIFICATE OF OWNERSHIP AND MERGER
OF
CELSION CORPORATION
(A MARYLAND CORPORATION)
INTO
CELSION (DELAWARE) CORPORATION
(A DELAWARE CORPORATION)
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PURSUANT TO SECTION 253 OF THE GENERAL
CORPORATION LAW OF THE STATE OF DELAWARE
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Celsion Corporation, a corporation organized and existing under the laws
of the State of Maryland (hereinafter the "Corporation", DOES HEREBY CERTIFY
THAT:
FIRST: The Corporation was incorporated in 1982 under the name of A.Y.
Cheung Associates, Inc., which then changed its name to Cheung Laboratories,
before changing its name to its present corporate name. This Certificate is
prepared and filed pursuant to the General Corporation of the State of Maryland,
the provisions of which permit the merger of a parent corporation organized and
existing under the laws of said State into a subsidiary corporation organized
and existing under the laws of a foreign state.
SECOND: The Corporation owns all of the outstanding shares of Celsion
(Delaware) Corporation, a corporation incorporated pursuant to the General
Corporation Law of the State of Delaware of May 17, 2000.
THIRD: The Corporation, by resolution of its Board of Directors, duly
adopted by the unanimous written consent of the members thereof and filed with
the minutes of such Board on May 25, 2000, determined to, and effective upon the
filing of this Certificate of Ownership and
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Merger with the Secretary of State of the State of Delaware hereby does, merger
itself into said Celsion (Delaware) Corporation, resolving as follows:
WHEREAS, the Corporation is the legal and beneficial owner of all the
outstanding shares of Celsion (Delaware) Corporation, a Delaware corporation
(hereinafter the "Surviving Corporation"), and desires to merge itself into the
Surviving Corporation, vesting in the Surviving Corporation all of the estate,
property, rights, privileges and franchises now held and enjoyed by this
Corporation; therefore it is
"RESOLVED, that the Plan and Agreement of Merger, which provides
for the merger of the Corporation into Celsion (Delaware) Corporation, a
Delaware corporation (the "Surviving Corporation"), and each and every
term and condition thereof, is hereby ADOPTED, APPROVED, RATIFIED and
CONFIRMED in all respects, including, without limitation (i) the
exchange of each outstanding share of Common Stock of the Corporation
for one (1) share of Common Stock of the Surviving Corporation; (ii) the
change of name of the Surviving Corporation to Celsion Corporation;
(iii) the designation and election of the present directors and officers
of the Corporation as the directors and officers of the Surviving
Corporation; and (iv) the adoption of the By-Laws of the Surviving
Corporation; and it is further
RESOLVED, that the Plan and Agreement of Merger shall be
submitted to the holders of the Corporation's Common Stock entitled to
vote for their review and action in connection therewith; and it is
further
RESOLVED, that, subject to the approval of the Plan and
Agreement of Merger by such shareholders, the chief executive officer
and treasurer and secretary of the Corporation are hereby authorized and
directed to prepare, execute and file appropriate certificates of
ownership and merger and any and all other documents required in order
to effectuate such merger as promptly as possible, including, without
limitation, any corporate tax and estimated tax returns for the
Corporation for any state requiring same; and it is further
RESOLVED, that the chief executive officer and treasurer and
secretary of the Corporation are hereby authorized and directed to take
any and all other actions, and to prepare, execute and deliver or file
any other documents, agreements or certificates necessary or desirable
in connection with, and in order to carry out intent of, such merger and
the transactions related thereto, including, without limitation, (i) the
obtaining of authorizations for the Surviving Corporation to do business
in the states in which the Corporation has previously been authorized to
do business and in such other states and jurisdictions as the officers
of the Surviving Corporation shall determine, and (ii) the withdrawal by
the Corporation of its qualification to do business in each of those
states in which the Surviving Corporation will be authorized to do
business".
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FOURTH: The merger of this Corporation into the Surviving Corporation
shall become effective upon the filing of this Certificate with the Secretary of
State of the Surviving Corporation.
FIFTH: The merger has been approved by the shareholders of the
Corporation entitled to vote thereon at the Corporation's annual meeting of
shareholders, which meeting took place on June 1, 2000.
SIXTH: All steps necessary to approve and authorize the merger of the
Corporation into the Surviving Corporation have been duly taken.
IN WITNESS WHEREOF, the undersigned has executed this Certificate this
1st day of June, 2000, and affirms that the statements herein and the contents
hereof are true under the penalties of perjury.
CELSION CORPORATION
(a Maryland corporation)
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Spencer J. Volk
President and Chief Executive Officer
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