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 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
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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".
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)
/s/Spencer J. Volk
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Spencer J. Volk
President and Chief Executive Officer
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