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): December 15, 2006
DELCATH SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
Delaware 001-16133 06-1245881
(State or other jurisdiction of (Commission File Number) (IRS Employer
incorporation) 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))
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Section 5 - Corporate Governance and Management
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officer; Compensatory Arrangements of Certain Officers.
(a) Not applicable.
(b) On December 15, 2006, M. S. Koly resigned as President and Chief
Executive Officer and Treasurer of the Company. His resignation was described in
the press release of the Company dated December 18, 2006 which is filed as
Exhibit 99 hereto and is incorporated herein by reference.
Mr. Koly continues to serve as a director of the Company, and the Board has
elected him to the position of non-executive Chairman of the Board of Directors.
(c) On December 15, 2006, the Company's Board elected Richard Taney to
serve as the Company's Interim Chief Executive Officer at a salary of $20,000
per month.
(d) Not applicable.
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 Press Release dated December 18, 2006 of Delcath Systems,
Inc.
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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/ RICHARD TANEY
---------------------------------
Richard Taney
Interim Chief Executive Officer
Date: December 19, 2006
EXHIBIT INDEX
Exhibit Description
99 Press Release dated December 18, 2006 of Delcath Systems,
Inc.
[GRAPHIC OMITTED]
Company Contact: Investor Contacts:
Delcath Systems, Inc. Todd Fromer / Garth Russell
Richard Taney KCSA Worldwide
203-323-8668 (212) 896-1215 / (212) 896-1250
www.delcath.com tfromer@kcsa.com / grussell@kcsa.com
- --------------- ---------------- -----------------
Media Contact:
Lewis Goldberg
KCSA Worldwide
(212) 896-1216
lgoldberg@kcsa.com
FOR IMMEDIATE RELEASE
Delcath Announces Resignation of M. S. Koly as CEO and Appointment
of Richard Taney as Interim CEO
STAMFORD, Conn., December 18, 2006 -- The Board of Directors of Delcath Systems,
Inc. (NASDAQ: DCTH) announced today that M. S. Koly has resigned as President,
Chief Executive Officer and Treasurer, effective immediately. By unanimous vote,
the Board simultaneously appointed Mr. Koly to the position of non-executive
Chairman of the Board, succeeding Samuel Herschkowitz, M.D, who remains a
director of Delcath. In addition, Richard Taney, a director of the Company, has
been appointed Interim Chief Executive Officer.
"We acknowledge Mr. Koly's eight years of service as the Company's CEO. Through
his new position as Chairman of the Board he can assist in an orderly transition
as Delcath moves toward its primary goal of receiving FDA approval for the
Delcath system. With this change in management we also intend to bolster the
scientific activities within the company in order to further strengthen this
platform technology," stated Dr. Herschkowitz.
The Company's Board of Directors will form a Search Committee to identify
potential candidates to assume the positions of Chief Executive Officer and will
continue the search for a Senior Vice President-Operations of Delcath Systems.
Until this search is successfully concluded, Mr. Taney has been empowered by the
Board of Delcath to appoint an Interim Chief Operating Officer and to address
all outstanding litigation. In addition, the Board has taken action to
immediately dissolve the Company's Change of Control Agreement and related
Trust, and to transfer the Trust's assets to the Company's general funds.
Richard Taney, Delcath's Interim CEO, stated, "This is a very exciting time for
Delcath. We will focus the Company's energies towards the expansion and
successful completion of the Phase III melphalan clinical trial currently
underway. The Delcath system has shown a great deal of potential in its Phase I
and II trials in treating cancers that have metastasized to the liver. The
sooner we are able to bring this technology to market, the more quickly patients
will benefit. We look forward to
the renewal of an expanded CRADA agreement with the NCI and to the development
of new uses for Delcath's platform technology in treating other diseases and
organs utilizing the methods of isolated drug perfusion patented by the
Company."
Mr. Taney concluded, "As someone whose family has experienced the tragic effects
of cancer, I am personally committed to the task at hand. I fully expect the
`new' Delcath that emerges in the next few months to be a company possessed with
more urgency, more transparency, and more flexibility."
About Richard Taney
Mr. Taney, 50, has been an independent director of Delcath since November 2006.
He is the founding member of T2 Capital Management, LLC, an investment
management company. Prior to establishing his money management venture, he spent
20 years advising and managing assets for high net worth and institutional
clients, most recently as Managing Director of Banc of America Securities. Mr.
Taney is also a founding partner of Sandpiper Capital Partners, an investment
partnership that focuses on private equity investments and advisory work for
privately held companies involved in a variety of emerging technologies. He
earned his BA from Tufts University and his JD from Temple University School of
Law.
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 United States, Europe, Asia and Canada. 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.
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