Form 8-K

UNITED STATES

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): May 19, 2005

 

 

Celsion Corporation

(Exact Name of Registrant as Specified in Charter)

 

 

Delaware   000-14242   52-1256615

(State or other jurisdiction

of incorporation)

   (Commission File Number)  

(IRS Employer

Identification No.)

 

10220-L 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)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions (see General Instruction A.2. below):

 

¨ Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.135-4(c))

 

Item 8.01. Other Events

 

  (a) On May 19, 2005 Celsion Corporation (the “Company”) held its Annual Meeting of Stockholders (the “Annual Meeting”), at which Mr. Anthony Deasey, the Company’s Executive Vice President, Chief Operating Officer and Chief Financial Officer, and Dr, Augustine Cheung, the Company’s President and Chief Executive Officer, spoke. Copies of Mr. Deasey’s and Dr. Cheung’s prepared remarks are filed as Exhibit 99.1 and Exhibit 99.2, respectively, hereto and are incorporated herein by reference.

 

  (b) At the Meeting, the stockholders voted to elect Dr. Claude Tihon to the Board of Directors, to serve as a Class I director for a term of three years, until the Company’s annual meeting of stockholders in 2008 and until his successor is elected and shall have qualified.

 

The results of the voting on this matter are as follows:

 

NOMINEE

            FOR        
            WITHHOLD        

Claude Tihon

    127,129,242    6,075,168

 

The stockholders also voted to authorize the Board of Directors to amend the Company’s Amended and Restated Certificate of Incorporation, as amended, to effect a reverse split of the Company’s common stock at ratios ranging from one-for-seven to one-for-fifteen. The results of voting on these matters are as follows:

 

     FOR
    AGAINST
    ABSTAIN

One-for-Seven

    121,672,563    11,094,519    437,327

One-for-Eight

    120,327,329    12,455,555    421,525

One-for-Nine

    120,306,006    12,506,568    391,835

One-for-Ten

    122,248,635    10,644,719    311,055

One-for-Eleven

    120,046,261    12,778,168    379,980

One-for-Twelve

    119,983,691    12,851,438    369,280

One-for-Thirteen

    119,992,996    12,815,283    396,130

One-for-Fourteen

    119,959,911    12,863,268    381,230

One-for-Fifteen

    120,607,079    12,269,625    327,705

 

Finally, the stockholders voted to ratify the appointment of Stegman & Company as the Company’s Independent Public Accountants for the fiscal year ending December 31, 2005. The results of the voting on this matter are as follows:

 

     FOR
    AGAINST
    ABSTAIN

Ratification of Stegman & Company

    129,191,283    3,348,471    664,655

 

Item 9.01 Financial Statements and Exhibits

 

Exhibit No.
  

Description

99.1   Prepared remarks delivered by Mr. Anthony Deasey, Executive Vice President, Chief Operating Officer and Chief Financial Officer of Celsion Corporation (the “Company”), at the Company’s 2005 Annual Meeting of Stockholders on May 19, 2005, (the “Annual Meeting”).
99.2   Prepared remarks delivered by Dr. Augustine Cheung, President and Chief Executive Officer of the Company, at the Annual Meeting.

 

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 hereunto duly authorized.

 

       

CELSION CORPORATION

Date: May 25, 2005

      

By:

  

/s/ Anthony P. Deasey

           

Executive Vice President

Exhibit Index

 

Exhibit No.
  

Description

99.1   Prepared remarks delivered by Mr. Anthony Deasey, Executive Vice President, Chief Operating Officer and Chief Financial Officer of Celsion Corporation (the “Company”), at the Company’s 2005 Annual Meeting of Stockholders on May 19, 2005, (the “Annual Meeting”).
99.2   Prepared remarks delivered by Dr. Augustine Cheung, President and Chief Executive Officer of the Company, at the Annual Meeting.