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
Date of Report (Date of earliest
event reported): December 11, 2008
|
DELCATH
SYSTEMS, INC.
|
|
(Exact
Name of Registrant as Specified in
Charter)
|
|
DELAWARE
|
001-16133
|
06-1245881
|
||
|
(State
of Incorporation)
|
(Commission
File
Number)
|
(IRS
Employer
Identification No.) |
|
600
FIFTH AVENUE, 23rd
FLOOR
NEW
YORK, NEW YORK
|
10020
|
|
|
(Address
of Principal Executive Offices)
|
(Zip
Code)
|
Registrant's
telephone number, including area code: (212) 489-2100
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:
[ ]
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.
Effective
December 11, 2008 (the “Effective Date”), the Board of Directors of Delcath
Systems, Inc. (the “Company”) elected Pamela R. Contag as a
Director. Dr. Contag’s election was recommended by the Nominating
& Governance Committee and approved by the unanimous action of the full
Board of Directors. See Exhibit 99.1 attached hereto for biographical
information about Dr. Contag.
Dr.
Contag will receive standard director fees and benefits. In
addition, she was awarded on the Effective Date under the Company’s 2004 Stock
Incentive Plan (the “Plan”) options to purchase 75,000 shares of the Company’s
common stock at an exercise price per share equal to the Fair Market Value
thereof on the Effective Date determined in accordance with the
Plan. There are no other material transactions between Dr. Contag and
the Company.
Effective
December 13, 2008, the Company appointed Barbra C. Keck, 31, as the Company’s
Controller. Ms. Keck received her MBA in accounting in August of this year from
Baruch College. Most recently, Ms. Keck has been an audit assistant with
Deloitte & Touche LLP since September 2008, prior to which she was a student
for her MBA since September 2006. In addition, from 2006 until 2008, Ms. Keck
was an assistant to the Vice President and Dean of Baruch College. From 2005 to
2006, Ms. Keck was a donor relations and communications manager at Young
Audiences New York, a nonprofit organization that works with educational
systems, the arts community and private and public sectors to provide arts
education to children and, from 2003 to 2005, she was a manager of arts and
cultural events for the University of Dayton.
Item
9.01. Financial Statements and Exhibits
|
Exhibit
Number
|
Description
|
|
99.1
|
Press
Release
|
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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.
Date: December
16, 2008
| DELCATH SYSTEMS, INC. | |||
|
|
By:
|
/s/ Richard L. Taney | |
| Name: Richard L. Taney | |||
| Title: Chief Executive Officer | |||
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Exhibit
99.1
Delcath
Adds Dr. Pamela R. Contag to Its Board of Directors
NEW YORK, December 16, 2008 -
Delcath Systems, Inc. (Nasdaq: DCTH) today announced the appointment of Pamela
R. Contag, Ph.D. to Delcath's Board of Directors. Dr. Contag is a
proven company executive with extensive experience working with international
and domestic investors.
Dr.
Contag founded Cobalt Technologies, Inc. in 2006 and served as
CEO. Prior to starting Cobalt, she founded Xenogen Corporation, a
biotechnology company specializing in technology and services for preclinical
drug development and testing. She served as President and Director of
Xenogen from 1995 to 2006. Xenogen, which became a public company in
2004, was acquired by Caliper Life Sciences in 2006. Xenogen
Corporation was listed as one of the “Top 25 Young Businesses” by Fortune Small
Business and twice received the “R&D 100 Award.” Dr. Contag was
also recognized as one of the “Top 25 Women in Small Business” by Fortune
magazine.
Dr.
Contag received her Ph.D. in Microbiology from the University of Minnesota
Medical School and completed her postdoctoral training at Stanford University
School of Medicine. Dr. Contag is a consulting Professor at the
Stanford School of Medicine and is widely published in the field of non-invasive
molecular and cellular imaging.
Richard
L. Taney, President and Chief Executive Officer of Delcath, welcomes Dr. Contag
onto the Board, stating, "Delcath continues to add strategic insight and
expertise to our Board of Directors as we sharpen our focus on the completion of
our trial and approval of the Delcath PHP System. Dr. Contag’s
biotech, pharmaceutical and testing experience will be particularly relevant as
we prepare for meetings with the FDA regarding regulatory approvals and
ultimately, commercialization. Her extensive industry
relationships will provide us with multiple opportunities to expand the
recognition and value of the Delcath technology. The recent clinical
milestones and additions of key management and Board members over the past six
months, have positioned our Company well, as enrollment continues to accelerate
and we move towards completion of our Phase III trial.”
About
Delcath Systems, Inc.
Delcath
Systems, Inc. is a medical technology company specializing in cancer treatment.
The Company is testing a proprietary, patented drug delivery system for the
treatment of liver cancers. Delcath's novel drug delivery platform is testing
the delivery of ultra-high doses of anti-cancer drugs to the liver while
preventing these high doses of drug from entering the patient's bloodstream. The
Company is currently enrolling patients in Phase III and Phase II clinical
studies for the treatment of liver cancers using high doses of melphalan. The
Company's intellectual property portfolio consists of twenty-eight patents on a
worldwide basis including the U.S., Europe, Asia and Canada. For more
information, please visit the Company's website at www.delcath.com.
The
Private Securities Litigation Reform Act of 1995 provides a safe harbor for
forward-looking statements made by the Company or on its behalf. This
news 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.
# # #
Company
Contact:
Delcath
Systems, Inc.
Richard
Taney
(212)
489-2100
info@delcath.com
Public
Relations Contact:
Rubenstein
Associates, Inc.
Robin
Wagge
(212)
843-8006
rwagge@rubenstein.com
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