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): April 5, 2005
DELCATH SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
Delaware 001-16133 06-1245881
(State or other (Commission File (IRS Employer
jurisdiction of Number) Identification No.)
incorporation)
1100 Summer Street, Stamford, Connecticut 06905
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (203) 323-8668
N/A
(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 obligation of the registrant under any of the
following provisions (see General Instruction A.2 below):
[ ] Written communications 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 240.13e-4(c))
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Section 1 - Registrant's Business and Operations
Item 1.02 Termination of a Material Definitive Agreement.
Delcath Systems, Inc. (the "Company") previously reported that on March 22,
2005, it entered into Incentive Stock Option Agreements and/or Nonqualified
Stock Option Agreements with each of its directors and named executive officers
providing for options (collectively, the "Options") under the Company's 2004
Stock Incentive Plan. Thereafter, the Company determined with the agreement of
each of the receipients that, since stock option agreements relating to the
Options had not been entered into within a reasonable time, it would be
appropriate to rescind the grant offers. The Company entered into agreements
with each of the receipients of the Options rescinding the Options as of April
5, 2005. The Company has not authorized the replacement of the Options with any
other award or payment.
The Options consisted of the following: (a) options covering 200,000 shares
for M. S. Koly; (b) options covering 90,000 shares for Samuel Herschkowitz; (c)
options covering 140,000 shares for each of Mark Corigliano, Daniel Isdaner and
Victor Nevins; and (d) options covering 5,000 shares for Paul M. Feinstein.
Section 9 - Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits.
(a) Not applicable
(b) Not applicable.
(c) Exhibits:
Exhibit Description
10 Form of Agreement Rescinding Grant of Options
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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.
DELCATH SYSTEMS, INC.
By: /s/ M. S. KOLY
--------------------------------
M. S. Koly
President and Chief Executive Officer
Date: April 7, 2005
AGREEMENT RESCINDING GRANT OF OPTIONS
WHEREAS, the Compensation Committee of the Board of Directors of DELCATH
SYSTEMS, INC. (the "Company") took action to approve the grant of an option
under the Company's 2004 Stock Incentive Plan to purchase [NUMBER OF SHARES] of
the Company's Common Stock (the "Award") to the undersigned individual (the
"Receipient"); and
WHEREAS, the Company and the Receipient have mutually agreed that it would
be appropriate to rescind the Award in light of an option agreement's not having
been entered into within a reasonable time following the date of the action of
the Compensation Committee relating to the Award; and
WHEREAS, the Company and the Receipient desire to rescind the Award;
NOW, THEREFORE, for good and valuable consideration the receipt and
sufficiency of which is hereby acknowledged, the Company and the Receipient
hereby agree as follows:
1. The Award is hereby rescinded.
2. The [NAME OF AGREEMENT] dated March 22, 2005 (the "Award Agreement")
relating to the Award is hereby terminated.
3. The Receipient for himself and his successors and assigns hereby waives
any and all rights he might otherwise have with respect to the Award and
releases and discharges the Company from any and all obligations it might
otherwise have with respect to the Award or pursuant to the Award Agreement.
WITNESS, the signatures of the Company and the Receipient this _______ day
of _________________.
DELCATH SYSTEMS, INC.
By: ___________________________
Name:
Title:
-------------------------------
Receipient