UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
May 31, 2007 (May 24, 2007)
Date of Report (Date of earliest event reported)
DELCATH SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 001-16133 | 06-1245881 |
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| (State or other jurisdiction | (Commission File No.) | (IRS Employer |
| of incorporation) | Identification No.) | |
1100 Summer Street
Stamford, CT 06905
(Address of principal executive offices, including zip code)
Registrant's telephone number, including area code: (203) 323-8668
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 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))
ITEM 5.02. DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.
On May 24, 2007, Delcath Systems, Inc. (the “Company”) announced that it has appointed Dr. Laura A. Philips as a Director, and to serve on the Audit Committee and Compensation and Stock Option Committee of the Company’s Board of Directors. Dr. Philips will serve as a Class III director, which means that her term will expire at the Company’s 2009 Annual Meeting of Stockholders.
The Board has determined that Dr. Philips is an “independent” director within the meaning of the rules of the NASDAQ Stock Market (“NASDAQ”) and the Boston Stock Exchange (the “BSE”), and that she meets NASDAQ’s and the BSE’s qualifications for service on the Company’s Audit Committee. As a result of Dr. Philips’ appointment, there are a majority of independent directors serving on the Company’s Board of Directors, with three independent directors on a now five-member Board. In addition, Dr. Philips is the third member of the Company’s Audit Committee. Accordingly, the Company has determined that it has regained compliance with the NASDAQ and BSE requirements which require the Board to have a majority of independent directors and which requires its Audit Committee to have at least three members, and it has notified NASDAQ and the BSE accordingly. Such notification is within the cure period allowed by NASDAQ and the BSE, as described in the Company’s previous filings.
A copy of the press release announcing the appointment is attached as Exhibit 99.1.
ITEM 7.01. REGULATION FD DISCLOSURE.
On May 24, 2007, the Company announced the hiring of two executives, Jonathan Foltz, CFA as Executive Vice President, and Jason A. Rifkin, Esq. as Vice President, Business Development.
Mr. Foltz was previously Director of Operations of the Company from 1992 to 2001, and has been working with the Company in an advisory position since February 2007. Prior to returning to the Company, Mr. Foltz was president of Os Technology, a women's health medical device company which he co-founded. Mr. Foltz is a Chartered Financial Analyst, and he received a B.S. in Finance and Computer Science from Lehigh University and an MBA from the University of Connecticut.
Mr. Rifkin recently earned a Masters of Biotechnology degree from the University of Pennsylvania, School of Engineering and Applied Sciences. Previously he was an attorney with Fox Rothschild LLP, where he was an Associate in the Corporate Department-Pharmaceuticals and Biotechnology Group. At Fox Rothschild, Mr. Rifkin worked extensively on intellectual property matters, including domestic and international patent applications, and regulatory and licensing issues. Mr. Rifkin received a B.A. from the University of Pennsylvania and a J.D. from Northeastern University School of Law.
A copy of the press release announcing their appointments is attached as Exhibit 99.2.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
| (d) | Exhibits |
| 99.1 | Press Release entitled “Delcath Systems Names Laura A. Philips to Board of Directors,” dated May 24, 2007. |
| 99.2 | Press Release entitled “Delcath Systems Adds Two Executives,” dated May 24, 2007. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned thereunto duly authorized.
| Dated: May 31, 2007 | DELCATH SYSTEMS, INC. | |||
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By:
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/s/ Richard L. Taney | |||
| Name: Richard L. Taney | ||||
| Title: Chief Executive Officer |
| EXHIBIT NUMBER |
DESCRIPTION |
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99.1 |
Press Release entitled “Delcath Systems Names Laura A. Philips to Board of Directors,” dated May 24, 2007. |
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99.2 |
Press Release entitled “Delcath Systems Adds Two Executives,” dated May 24, 2007. |
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Company Contact: |
Investor Relations Contacts: |
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Delcath Systems, Inc. |
Lippert/Heilshorn & Associates, Inc. |
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Richard Taney |
Anne Marie Fields |
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(203) 323-8668 |
(afields@lhai.com) |
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www.delcath.com |
(212) 838-3777 |
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Bruce Voss (bvoss@lhai.com) |
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(310) 691-7100 |
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www.lhai.com |
DELCATH SYSTEMS NAMES LAURA A. PHILIPS
TO BOARD OF DIRECTORS
STAMFORD, Conn. (May 24, 2007) – Delcath Systems, Inc. (NASDAQ: DCTH) announces that Laura A. Philips, Ph.D., MBA (49) has been named to the Company’s Board of Directors, increasing the number of directors to 5 including 3 independent directors. She will serve on the Board’s audit and compensation and stock option committees. In addition, the company expects that Dr. Philips’ appointment as an independent director will restore compliance with the NASDAQ Capital Market and Boston Stock Exchange listing rules following the company’s announcement earlier this month that it needed to address the recent departure of two independent directors.
For 19 years Dr. Philips has held executive positions in healthcare, government, finance, operations and scientific research in both the private and public sectors. From 2003 to 2006 she was Chief Operating Officer and Acting Chief Financial Officer of NexGenix Pharmaceuticals, a pharmaceutical company focused on the development of treatments for neurofibromatosis. Prior to that she was Vice President, Program Management for AMDeC Foundation, a non-profit consortium of premier New York biomedical R&D institutions assembled to promote and manage the many facets of large-scale collaborative R&D projects. Dr. Philips worked at Corning Incorporated from 1997 to 2002, where she advanced through a number of positions culminating in her being named Program Director of the Fuel Cells division of the company.
From 1994 to 1996, Dr. Philips held various government positions in Washington, D.C., most recently in a Presidential appointment as Senior Policy Advisor to Secretary of Commerce Ronald Brown. Prior to joining Secretary Brown’s staff she worked as Executive Branch Fellow in the White House Office of Science and Technology Policy and in the Office of Sen. Joseph Lieberman as a Congressional Science Fellow.
Dr. Philips was on the faculty of Cornell University in the Department of Chemistry from 1987 to 1994 and was an NIH Post-Doctoral Fellow at the University of Chicago. She received an MBA with Distinction from Cornell University’s Johnson School of Management, a Ph.D. in Physical Chemistry from the University of California Berkeley and a BA in Chemistry from Williams College.
Dr, Philips currently serves as Chair of the Board of Directors of Planned Parenthood of New York City, and serves on the Board of Directors of Boyce Thompson Institute, an academic plant research institute associated with Cornell University.
Richard L. Taney, president and chief executive officer of Delcath, commented, “We are very fortunate to have Laura join our Board of Directors. With her broad-based skills and extensive experience in corporate and institutional settings, Laura will be a tremendous asset to Delcath as we advance our technology towards commercialization and expand our development activities. Her versatile background expands the depth of our board and improves its ability to lead this company at an exciting stage in our development. Her technical, scientific, business and financial expertise will benefit the company, patients and our shareholders.”
About Delcath Systems, Inc.
Delcath Systems is a developer of percutaneous perfusion technology for organ or region-specific delivery of therapeutic and chemotherapeutic 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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Company Contact: |
Investor Relations Contacts: |
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Delcath Systems, Inc. |
Lippert/Heilshorn & Associates, Inc. |
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Richard Taney |
Anne Marie Fields |
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(203) 323-8668 |
(afields@lhai.com) |
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www.delcath.com |
(212) 838-3777 |
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Bruce Voss (bvoss@lhai.com) |
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(310) 691-7100 |
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www.lhai.com |
DELCATH SYSTEMS ADDS TWO EXECUTIVES
Jonathan Foltz new EVP, Jason Rifkin joins as VP Business Development
STAMFORD, Conn. (May 24, 2007) – Delcath Systems, Inc. (NASDAQ: DCTH) announces the addition of two executives as the company advances development of its isolated perfusion technology for organ or region specific delivery of therapeutic and chemotherapeutic agents.
Jonathan Foltz, CFA rejoins Delcath in the newly created position of Executive Vice President. Mr. Foltz has been working with Delcath in an advisory position since February 2007. From 1992 to 2001, he was Director of Operations at Delcath and was instrumental in bringing the company from its formative stage through the initial public offering in October 2000. Prior to returning to Delcath, Mr. Foltz was president of Os Technology, a women’s health medical device company which he co-founded. A Chartered Financial Analyst, Mr. Foltz received a B.S. in Finance and Computer Science from Lehigh University and an MBA from the University of Connecticut.
“I am very pleased to be rejoining Delcath and it is gratifying to be able to participate in this stage of the Company’s growth.” Mr. Foltz said. “With momentum building in our clinical trials and a management committed to expanding the company’s technology, I believe the shareholders and, ultimately, the patients will benefit from our work in the months ahead.”
Jason A. Rifkin, Esq. joins Delcath in the newly created position of Vice President Business Development. Mr. Rifkin recently earned a Masters of Biotechnology degree from The University of Pennsylvania, School of Engineering and Applied Sciences. Previously he was an attorney with Fox Rothschild LLP, where he was an Associate in the Corporate Department-Pharmaceuticals and Biotechnology Group. At Fox Rothschild, Mr. Rifkin worked extensively on intellectual property matters, including domestic and international patent applications, and regulatory and licensing issues. Mr. Rifkin received a B.A. from the University of Pennsylvania and a J.D. from Northeastern University School of Law.
Commenting on the new additions, Richard L. Taney, President and Chief Executive Officer of Delcath, said, “We are delighted to have Jonathan and Jason join our management team as they will be instrumental in bringing the Delcath System through the development process and on to commercialization. Adding to our management team is one of our stated goals and their knowledge of our business and of the Delcath System will help drive the development and expansion of our technology as we build Delcath into a leading drug delivery company.”
About Delcath Systems, Inc.
Delcath Systems is a developer of percutaneous perfusion technology for organ or region-specific delivery of therapeutic and chemotherapeutic 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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