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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 14, 2001.
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
CELSION CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE
(State or Other Jurisdiction of Incorporation or Organization)
52-1256615
(I.R.S. Employer Identification No.)
10220-I OLD COLUMBIA ROAD
COLUMBIA, MD 21046-1705 21046
(Address of Principal Executive Offices) (Zip Code)
CELSION CORPORATION 2001 STOCK OPTION PLAN
(Full Title of the Plan)
SPENCER J. VOLK
PRESIDENT AND CHIEF EXECUTIVE OFFICER
CELSION CORPORATION
10220-I OLD COLUMBIA ROAD
COLUMBIA, MD 21046
(Name, and Address of Agent For Service)
(410) 290-5390
Telephone Number, Including Area Code, of Agent for Service.
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COPIES TO:
ANITA J. FINKELSTEIN
VENABLE, BAETJER, HOWARD & CIVILETTI, LLP
1201 NEW YORK AVENUE, NW
SUITE 1000
WASHINGTON, DC 20005
(202) 962-4800
CALCULATION OF REGISTRATION FEE
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PROPOSED
AMOUNT MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TITLE OF SECURITIES TO BE AGGREGATE PRICE AGGREGATE OFFERING REGISTRATION
TO BE REGISTERED REGISTERED (1) PER SHARE (2) PRICE FEE
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Common stock, par value $0.01 per
share 10,000,000 Shares $0.63 $6,300,000 $1,575
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(1) Pursuant to Rule 416 under the Securities Act of 1933, this registration
statement also covers an indeterminate number of additional shares as may be
issued as a result of adjustments by reason of any stock split, stock
dividend or similar transaction.
(2) Estimated solely for purposes of calculating the registration fee pursuant
to Rule 457(c) and Rule 457(h) under the Securities Act of 1933. The above
calculation is based on the average of the high and low prices of the
Registrant's Common Stock reported on The American Stock Exchange on August
10, 2001.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Not required to be included in this Registration Statement on Form S-8
pursuant to the Introductory Note to Part I of Form S-8.
PART II
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents, which have been filed by the Registrant
with the Securities and Exchange Commission (the Commission"), are incorporated
into this Registration Statement by reference:
(a) The Registrant's Annual Report on Form 10-K for the year
ended September 30, 2000, filed with the Commission on
December 28, 2000;
(b) The Registrant's Quarterly Report on Form 10-Q for the
quarter ended December 31, 2000, filed with the
Commission on February 7, 2001;
(c) The Registrant's Quarterly Report on Form 10-Q for the
quarter ended March 31, 2001, filed with the Commission
on May 14, 2001;
(d) The Registrant's Quarterly Report on Form 10-Q for the
quarter ended June 30, 2001, filed with the Commission
on August 14, 2001
(e) The Registrant's Current Report on Form 8-K filed with
the Commission on December 29, 2000;
(f) All other reports filed pursuant to Section 13(a) or
15(d) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), since the end of the fiscal year
covered by the Form 10-K referred to in (a) above; and
(g) The description of the Common Stock set forth under the
heading "Item 1. Description of Registrant's Securities
to be Registered" in the Registrant's Registration
Statement on Form 8-A (File No. 001-15911) filed with
the Commission on May 26, 2000 under Section 12(g) of
the Exchange Act, together with any amendment or report
filed with the Commission for the purpose of updating
such description.
All documents subsequently filed by the Registrant with the Commission
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to
the filing of a post-effective amendment which indicates that all securities
offered have been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated by reference into this Registration
Statement and to be a part of this Registration Statement from the date of
filing of such documents. Any statement contained herein or in a document
incorporated or deemed to be incorporated by reference herein shall be deemed to
be modified or superseded for purposes of this Registration Statement to the
extent that a statement contained herein or in any other subsequently filed
document that also is or is deemed to be incorporated herein by reference
modifies or supersedes such earlier statement. Any statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES.
Not Applicable.
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ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not Applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Registrant is organized under the laws of the State of
Delaware. The Registrant's Certificate of Incorporation provides that the
Registrant shall indemnify its current and former directors and officers, and
may indemnify its current and former employees and agents, against any and all
liabilities and expenses incurred in connection with their services in those
capacities to the maximum extent permitted by Delaware law.
The Delaware General Corporation Law (the "DGCL") provides that a
Delaware corporation has the power generally to indemnify its current and former
directors, officers, employees and other agents (each, a "Corporate Agent")
against expenses and liabilities (including amounts paid in settlement) in
connection with any proceeding involving such person by reason of his being a
Corporate Agent, other than a proceeding by or in the right of the corporation,
if such person acted in good faith and in a manner he reasonably believed to be
in or not opposed to the best interests of the corporation and, with respect to
any criminal proceeding, such person had no reasonable cause to believe his
conduct was unlawful.
In the case of an action brought by or in the right of the corporation,
indemnification of a Corporate Agent is permitted if such person acted in good
faith and in a manner he reasonably believed to be in or not opposed to the best
interests of the corporation. However, no indemnification is permitted in
respect of any claim, issue or matter as to which such person shall have been
adjudged to be liable to the corporation, unless and only to the extent that the
court in which such proceeding was brought shall determine upon application that
despite the adjudication of liability, but in view of all the circumstances of
the case, such person is fairly and reasonably entitled to such indemnification.
To the extent that a Corporate Agent has been successful on the merits
or otherwise in the defense of such proceeding, whether or not by or in the
right of the corporation, or in the defense of any claim, issue or matter
therein, the corporation is required to indemnify such person for expenses in
connection therewith. Under the DGCL, the corporation may advance expenses
incurred by a Corporate Agent in connection with a proceeding, provided that the
Corporate Agent undertakes to repay such amount if it shall ultimately be
determined that such person is not entitled to indemnification. The Registrant's
Certificate of Incorporation requires the Registrant to advance expenses to any
person entitled to indemnification, provided that such person undertakes to
repay the advancement if it is determined in a final judicial decision from
which there is no appeal that such person is not entitled to indemnification.
The power to indemnify and advance the expenses under the DGCL does not
exclude other rights to which a Corporate Agent may be entitled to under the
Certificate of Incorporation, by laws, agreement, vote of stockholders or
disinterested directors or otherwise.
The Registrant's Certificate of Incorporation permits the Registrant to
secure insurance on behalf of directors, officers, employees and agents of the
Registrant for any expense, liability or loss incurred in such capacities,
regardless of whether the Certificate of Incorporation or Delaware law would
permit indemnification against such expense, liability or loss.
The purpose of these provisions is to assist the Registrant in retaining
qualified individuals to serve as our directors, officers, employees and agents
by limiting their exposure to personal liability for serving as such.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
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ITEM 8. EXHIBITS.
NUMBER DESCRIPTION
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4.1* Celsion Corporation 2001 Stock Option Plan.
5* Opinion of Venable, Baetjer, Howard & Civiletti, LLP re:
Legality.
23.1* Consent of Venable, Baetjer, Howard & Civiletti, LLP
(included in Exhibit 5).
23.2* Consent of Stegman & Company, Independent Public
Accountants to Celsion Corporation.
24* Powers of Attorney (included in Signature Page).
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* Filed herewith.
ITEM 9. UNDERTAKINGS.
(A) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3)
of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the registration
statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in this registration statement or
any material change to such information in the registration statement;
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provided, however, that paragraphs A(1)(i) and A(1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the registrant pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in this registration statement.
(2) That, for the purpose of determining any liability under
the Securities Act of 1933, each post-effective amendment to this registration
statement shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(B) The undersigned registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act of 1933, each filing of
the registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(C) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Columbia, Maryland, on the 9th day of August, 2001.
CELSION CORPORATION
By: /s/ Spencer J. Volk
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Spencer J. Volk
President and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Spencer J. Volk and John Mon and
each of them, as his true and lawful attorneys-in-fact and agents, with full
power of substitution and resubstitution, for him and in his name, place, and
stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this registration statement, or any related
registration statement that is to be effective upon filing pursuant to Rule
462(b) under the Securities Act of 1933, and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorneys-in-fact and agents, and each
of them, full power and authority to do and perform each and every act and thing
requisite and necessary to be done in connection therewith, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or any of them, or their,
or his substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act, this registration
statement has been signed by the following persons in the capacities and on the
dates indicated.
SIGNATURE TITLE DATE
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/s/ Spencer J. Volk Director, President and Chief August 9, 2001
------------------------------ Executive Officer (Principal
Spencer J. Volk Executive Officer)
/s/ Anthony P. Deasey Senior Vice President and Chief August 9, 2001
------------------------------ Financial Officer (Principal
Anthony P. Deasey Financial and Accounting Officer)
/s/ Augustine Y. Cheung Chairman of the Board August 9, 2001
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Augustine Y. Cheung
/s/ John Mon Vice President, Secretary, August 9, 2001
------------------------------ Treasurer and Director
John Mon
/s/ LaSalle D. Lefall Director August 9, 2001
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LaSalle D. Leffall, Jr.
/s/ Max E. Link Director August 9, 2001
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Max E. Link
/s/ Claude Tihon Director August 9, 2001
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Claude Tihon
/s/ Kris Venkat Director August 9, 2001
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Kris Venkat
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EXHIBIT INDEX
NUMBER DESCRIPTION
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4.1* Celsion Corporation 2001 Stock Option Plan.
5* Opinion of Venable, Baetjer, Howard & Civiletti, LLP re: Legality.
23.1* Consent of Venable, Baetjer, Howard & Civiletti, LLP (included in Exhibit 5).
23.2* Consent of Stegman & Company, Independent Public Accountants to Celsion
Corporation.
24* Powers of Attorney (included in Signature Page).
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* Filed herewith.
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