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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): September 20, 2006
DELCATH SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
Delaware 001-16133 06-1245881
(State or other jurisdiction (Commission File (IRS Employer
of incorporation) Number) Identification No.)
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))
2
Section 8 - Other Events
Item 8.01 Other Events.
On September 20, 2006, Delcath Systems, Inc. (the "Company") issued a press
release announcing that the U.S. District Court for the Southern District of New
York extended the temporary restraining order and adjourned the preliminary
injunction hearing in the pending litigation between the Company and Robert
Ladd, et al. The Company's press release dated September 20, 2006 is
incorporated herein by reference and filed as Exhibit 99.1 hereto. A copy of the
Memorandum and Order of the Honorable Loretta A. Proska of the United States
District Court for the Southern District of New York is also incorporated herein
by reference and filed as Exhibit 99.2 hereto.
Section 9 - Financial Statements and Exhibits
Item 9.01. Financial Statements and Exhibits.
(a) Not applicable
(b) Not applicable.
(c) Not applicable.
(d) Exhibits:
Exhibit Description
99.1 Press Release dated September 20, 2006 of Delcath Systems, Inc.
99.2 Memorandum and Order of the Honorable Loretta A. Preska of the United
States District Court for the Southern District of New York, dated
September 20, 2006 (incorporated by reference to the Company's
Additional Definitive Proxy Soliciting Materials and Rule 14(a)(12)
Material filed on September 21, 2006 (SEC Accession No.
0000950117-06-003958))
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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: September 22, 2006
EXHIBIT INDEX
Exhibit Description
99.1 Press Release dated September 21, 2006 of Delcath Systems, Inc.
99.2 Memorandum and Order of the Honorable Loretta A. Preska of the United
States District Court for the Southern District of New York, dated
September 20, 2006 (incorporated by reference to the Company's
Additional Definitive Proxy Soliciting Materials and Rule 14(a)(12)
Material filed on September 21, 2006 (SEC Accession No.
0000950117-06-003958))
[GRAPHIC OMITTED]
Company Contact: Investor Contacts:
Delcath Systems, Inc. Todd Fromer / Garth Russell
M. S. Koly, Chief Executive Officer KCSA Worldwide
203-323-8668 (212) 896-1215 / (212) 896-1250
www.delcath.com tfromer@kcsa.com / grussell@kcsa.com
- --------------- ---------------- -----------------
Media Contacts:
Lewis Goldberg
KCSA Worldwide
(212) 896-1216
lgoldberg@kcsa.com FOR IMMEDIATE RELEASE
- ------------------
Preliminary Injunction Hearing In Federal Securities Lawsuit
Against Laddcap Adjourned to October 2, 2006
- - -
STAMFORD, Conn., September 20, 2006 -- Delcath Systems, Inc. (NASDAQ: DCTH)
announced today that the Honorable Loretta A. Preska of the U.S. District Court
for the Southern District of New York has extended the temporary restraining
order and adjourned the preliminary injunction hearing in the pending litigation
between Delcath and Laddcap Value Partners to October 2, 2006. Unless this
decision is successfully appealed, Laddcap is prohibited from acting on any
consents that it may have received during the 60-day consent period that ends on
September 25, 2006, effectively ending Laddcap's current consent solicitation.
The Court had previously agreed to move up the preliminary injunction hearing to
September 18, 2006, per the request of Laddcap, so that a decision could be
reached within the Consent Solicitation's 60-day window prescribed by
placeStateDelaware statute. However, the Court determined that an adjournment to
October 2, 2006 was necessary based on its finding of "malfeasance" on the part
of Laddcap in failing to comply with the Court's discovery orders. The Court
explained that "the Ladd Defendants should not benefit from their own misdeeds."
Judge Preska noted that "the public interest always lies with the truth" and
that "Delcath has continued to demonstrate both a likelihood of success on the
merits of its 13(d) and 14(a) claims," which concern alleged material
misrepresentations and nondisclosures by Laddcap in its solicitation materials
and Schedule 13D filings.
M.S. Koly, President and CEO of Delcath, stated, "While we are pleased with the
Court's decision, we would like shareholders to remember that the litigation is
a result of Laddcap's misrepresentations and failure to disclose information
that is required under the federal securities laws. We are disappointed that
Laddcap has filed a notice of appeal and continues his fight to seize control of
the Company based on misleading information. At this point, we must view
Laddcap's decision to appeal the Court's ruling as further hostility and a
continued unwillingness to compromise."
"We view an amicable resolution to be the best course of action for Delcath and
its shareholders. In contrast, Laddcap's decision to appeal will trigger further
legal costs and create additional demands on the Company's resources. This will
detract from our ability to move ahead with the real business at hand, the
advancement of Delcath's operations and pivotal Phase III Melphalan and
Doxorubicin clinical trials. Should Laddcap cease its fight, we would be pleased
to discuss a resolution."
The full text of Judge Preska's opinion is available at www.delcath.com.
About Delcath Systems, Inc.
Delcath Systems is a developer of isolated perfusion technology for organ or
region-specific delivery of therapeutic agents. The Company's intellectual
property portfolio currently consists of 12 patents on a worldwide basis,
including the country-regionUnited States, Europe, Asia and
placecountry-regionCanada. For more information, please visit the Company's
website, www.delcath.com.
This release contains forward-looking statements, which are subject to certain
risks and uncertainties that can cause actual results to differ materially from
those described. Factors that may cause such differences include, but are not
limited to, uncertainties relating to our ability to successfully complete Phase
III clinical trials and secure regulatory approval of our current or future
drug-delivery system and uncertainties regarding our ability to obtain financial
and other resources for any research, development and commercialization
activities. These factors, and others, are discussed from time to time in our
filings with the Securities and Exchange Commission. You should not place undue
reliance on these forward-looking statements, which speak only as of the date
they are made. We undertake no obligation to publicly update or revise these
forward-looking statements to reflect events or circumstances after the date
they are made.
On August 17, 2006, Laddcap filed a definitive consent solicitation statement
with the SEC relating to Laddcap's proposal to, among other things, remove the
current Board of Directors and replace them with Laddcap's nominees. In
response, on August 21, 2006, Delcath filed a definitive consent revocation
statement on Form DEFC14A (the "Definitive Consent Revocation Statement") with
the SEC in opposition to Laddcap's consent solicitation. Delcath shareholders
should read the Definitive Consent Revocation Statement (including any
amendments or supplements thereto) because it contains additional information
important to the shareholders' interests in Laddcap's consent solicitation.
The Definitive Consent Revocation Statement and other public filings made by
Delcath with the SEC are available free of charge at the SEC's website at
www.sec.gov. Delcath also will provide a copy of these materials free of charge
upon request to Delcath Systems, Inc., Attention: M.S. Koly, Chief Executive
Officer, (203) 323-8668.
If you have any questions, please call MacKenzie Partners, Inc., toll-free at
(800) 322-2885 or collect at (212) 929-5500.
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