UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE l3D
Under the Securities Exchange Act of 1934
(Amendment No. 11)*
DELCATH SYSTEMS, INC.
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, $0.01 par value per share
- --------------------------------------------------------------------------------
(Title of Class of Securities)
24661P104
- --------------------------------------------------------------------------------
(CUSIP Number)
with a copy to:
Mr. Robert Ladd Robert G. Minion, Esq.
Laddcap Value Advisors LLC Lowenstein Sandler PC
650 Fifth Avenue, Suite 600 65 Livingston Avenue
New York, New York 10019 Roseland, New Jersey 07068
(212) 259-2070 (973) 597-2424
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
July 27, 2006
- --------------------------------------------------------------------------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule l3G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check
the following box. [ ]
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Section 240.13d-7 for other
parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
Cusip No. 24661P104
- --------------------------------------------------------------------------------
1) Names of Reporting Persons. I.R.S. Identification Nos. of above persons
(entities only):
Robert Ladd
- --------------------------------------------------------------------------------
2) Check the Appropriate Box if a Member of a Group (See Instructions):
(a)
(b)
- --------------------------------------------------------------------------------
3) SEC Use Only
- --------------------------------------------------------------------------------
4) Source of Funds (See Instructions): WC
- --------------------------------------------------------------------------------
5) Check if Disclosure of Legal Proceedings Is Required Pursuant to Items
2(d) or 2(e): Not Applicable
- --------------------------------------------------------------------------------
6) Citizenship or Place of Organization: United States
- --------------------------------------------------------------------------------
Number of 7) Sole Voting Power: 2,163,527*
---------------------------------------
Shares Beneficially 8) Shared Voting Power: 0*
---------------------------------------
Owned by
Each Reporting 9) Sole Dispositive Power: 2,163,527*
---------------------------------------
Person With 10) Shared Dispositive Power: 0*
---------------------------------------
- --------------------------------------------------------------------------------
11) Aggregate Amount Beneficially Owned by Each Reporting Person: 2,163,527*
- --------------------------------------------------------------------------------
12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions): Not Applicable
- --------------------------------------------------------------------------------
13) Percent of Class Represented by Amount in Row (11): 11.1%*
- --------------------------------------------------------------------------------
14) Type of Reporting Person (See Instructions): IN
- --------------------------------------------------------------------------------
*Laddcap Value Partners LP, a Delaware limited partnership ("Laddcap"), is the
record holder of 2,163,527 shares of the common stock, par value $0.01 per share
(the "Shares"), of Delcath Systems, Inc. (the "Company"). Robert Ladd possesses
the sole power to vote and the sole power to direct the disposition of all
securities of the Company held by Laddcap. Thus, as of July 27, 2006 for the
purposes of Reg. Section 240.13d-3, Mr. Ladd is deemed to beneficially own
2,163,527 Shares, or 11.1% of the Shares deemed issued and outstanding as of
that date.
Item 4. Purpose of Transaction.
----------------------
Item 4 is hereby amended by adding the following after the
twenty-ninth paragraph thereof:
On July 27, 2006, Laddcap submitted to the Company its written consent
to action without a meeting pursuant to Section 228(a) of the General
Corporation Law of the State of Delaware with respect to all Shares to which it
is the record holder. The written consent provides for the taking of the
following actions, set forth in the proposals below, without a meeting of the
stockholders of the Company:
1. The removal without cause of M.S. Koly, Samuel Herschkowitz,
M.D., Mark A. Corigliano, Daniel Isdaner and Victor Nevins as
directors of the Company and any other person or persons (other than
the persons elected pursuant to this proposed action by written
consent) elected or appointed to the Board of Directors of the Company
prior to the effectiveness of these proposals;
2. The election of the following five persons as directors of the
Company to fill the vacancies resulting from proposal 1: Jonathan A.
Foltz, Michael Karpf, M.D., Robert B. Ladd, Paul William Frederick
Nicholls and Fred S. Zeidman; and
3. The repeal of each provision of the Company's Bylaws or
amendments of the Bylaws that are adopted after December 31, 2005 and
before the effectiveness of the foregoing two proposals.
Pursuant to Section 213(b) of the General Corporation Law of the State
of Delaware, the record date for this consent solicitation shall be July 27,
2006 (the "Record Date"). Laddcap intends, in accordance with Regulation 14A of
the Securities Exchange Act of 1934, as amended, to solicit the written consents
of all the Company's stockholders, entitled to deliver a written consent, as of
the Record Date.
Item 5. Interest in Securities of the Issuer.
------------------------------------
Item 5 is hereby amended and restated in its entirety as follows:
Based upon information set forth in the Notice of Annual Meeting of
Stockholders on Form 14A, as filed with the Securities and Exchange Commission
on April 24, 2006, there were 19,541,674 Shares issued and outstanding as of
April 17, 2006. As of July 27, 2006, Laddcap is the holder of 2,163,527 Shares.
Mr. Ladd possesses the sole power to vote and the sole power to direct the
disposition of all securities of the Company held by Laddcap. Thus, as of July
27, 2006 for the purposes of Reg. Section 240.13d-3, Mr. Ladd is deemed to
beneficially own 2,163,527 Shares, or 11.1% of the Shares deemed issued and
outstanding as of that date.
The following table details the transactions in Shares by Mr. Ladd or
any other person or entity controlled by him or any person or entity for which
he possesses voting or investment control over the securities thereof (each of
which were effected in an ordinary brokerage transaction) since the date of
event that required the filing by Mr. Ladd of Amendment No. 10 to the Schedule
13D with respect to the Company:
Date Quantity of Shares Transaction Price per Share
---- ------------------ ----------- ---------------
July 11, 2006 488 purchase $5.12
July 11, 2006 6,000 purchase $5.14
July 11, 2006 7,000 purchase $5.15
July 11, 2006 100 purchase $5.19
July 11, 2006 2,900 purchase $5.20
July 11, 2006 1,000 purchase $5.21
July 13, 2006 4,000 purchase $4.93
July 13, 2006 2,000 purchase $4.94
July 13, 2006 10,000 purchase $4.98
Except as set forth above, there were no other transactions in Shares
or securities convertible into, exercisable for or exchangeable for Shares, by
Mr. Ladd or any other person or entity controlled by him or any person or entity
for which he possesses voting or investment control over the securities thereof
since the date of event that required the filing by Mr. Ladd of Amendment No. 10
to the Schedule 13D with respect to the Company.
Signature
---------
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
July 28, 2006
/s/ Robert Ladd
-------------------------------------
Robert Ladd, in his capacity as the
managing member of Laddcap Value
Associates LLC, the general partner
of Laddcap Value Partners LP
Attention: Intentional misstatements or omissions of fact
constitute Federal criminal violations (See 18 U.S.C. 1001).