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): July 12, 2010
DELCATH SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
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Delaware
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001-16133
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06-1245881
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(State or Other Jurisdiction
of Incorporation)
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(Commission File Number)
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(IRS Employer
Identification Number)
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810 Seventh Avenue, Suite 3505, New York, New York, 10019
(Address of principal executive offices, including zip code)
(212) 489-2100
(Registrant’s telephone number, including area code)
NONE
(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))
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Delcath Systems, Inc. (the “Company”) has announced the resignation of Richard L. Taney as a member of the Company’s Board of Directors, effective July 12, 2010. Mr. Taney will assume a consulting role to the Company’s management and Board of Directors. The Company has also announced that the Board of Directors appointed, effective July 12, 2010 (the “Effective Date”), Douglas G. Watson as a Class II Director of the Company to fill the vacancy created by Mr. Taney’s resignation. Mr. Watson’s Class II term will expire at the Company’s annual meeting of stockholders in 2011. At the present time, Mr. Watson has not been assigned to any committees of the Company’s Board of Directors. Mr. Watson will receive standard director fees and benefits, including an initial grant of stock options under the Company’s 2009 Stock Incentive Plan (the “Plan”) to purchase 50,000 shares of the Company’s common stock, vesting in three installments over three years, at an exercise price per share equal to the Fair Market Value thereof on the Effective Date determined in accordance with the Plan.
On July 14, 2010, the Company issued a press release announcing the foregoing matters, a copy of which is filed as Exhibit 99.1 to this Form 8-K
Item 9.01. Financial Statements and Exhibits.
The following exhibit is filed herewith:
(d) Exhibits.
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Exhibit No.
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Description
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99.1
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Press Release of Delcath Systems, Inc., dated July 14, 2010
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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.
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Dated: July 14, 2010
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By:
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/s/ Peter J. Graham
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Name:
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Peter J. Graham
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Title:
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Executive Vice President &
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General Counsel
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EXHIBIT INDEX
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Exhibit No.
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Description
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99.1
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Press Release of Delcath Systems, Inc., dated July 14, 2010
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Exhibit 99.1
FOR IMMEDIATE RELEASE
DOUGLAS G. WATSON, FORMER CEO OF NOVARTIS CORPORATION, JOINS
DELCATH BOARD OF DIRECTORS
New York, NY – July 14, 2010 -- Delcath Systems, Inc. (NASDAQ: DCTH) a development stage, specialty pharmaceutical and medical device company focused on oncology announced today changes to its Board of Directors. Douglas G. Watson, former President and CEO of Novartis Corporation (U.S. subsidiary of Novartis A.G.) has been appointed to the Delcath Board of Directors, and Richard Taney, former CEO of Delcath Systems and Board member since 2006, resigned from the Board and will assume a consulting role to the management and Board. Both changes are effective as of July 12, 2010.
Mr. Watson’s distinguished business career spans four decades. He became President and CEO of Novartis Corporation in 1997 when Ciba-Geigy and Sandoz merged. Mr. Watson elected to take early retirement from Novartis in 1999, when he founded Pittencrieff Glen Associates, an executive-level management consulting organization. Mr. Watson is currently the Chairman of the Board of OraSure Technologies Inc., and serves on the Boards of Directors for BioMimetic Therapeutics Inc., Dendreon Corporation, and Genta Inc. His prior board memberships include Novartis Corporation, Summit Bank Corporation, Engelhard Corporation and Javelin Pharmaceuticals Inc. Mr. Watson joined Geigy (UK) Ltd. in 1966 and held multiple positions at Geigy and Ciba-Geigy in UK, Switzerland and USA. Mr. Watson earned his Masters of Arts degree in Pure Mathematics from Churchill College, Cambridge University, and is a member of the Chartered Institute of Management Accountants.
Mr. Taney served as the Chief Executive Officer of Delcath from December 2006 and its President from April 2007 until he stepped down from those positions in July 2009.
Commenting on the announcement, Dr. Harold S. Koplewicz, Chairman of Delcath’s Board of Directors, said, “We are very pleased to welcome Doug Watson to our board. We believe his strong pharmaceutical experience and extensive knowledge of both early-stage and large pharmaceutical companies will be instrumental as we pursue FDA and foreign regulatory approval for our chemosaturation technology and implement plans for commercializing our product. We are also happy that we will be able to retain the services of Rich Taney as a consultant to the senior management and the Board. We thank Rich for his years of dedication
and service in guiding Delcath through its formative years, and look forward to the continued benefit of Rich’s guidance as a consultant.”
About Delcath Systems
Delcath Systems, Inc. is a development stage, specialty pharmaceutical and medical device company focused on oncology. Delcath’s proprietary system for chemosaturation is designed to administer high dose chemotherapy and other therapeutic agents to diseased organs or regions of the body, while controlling the systemic exposure of those agents. The Company’s initial focus is on the treatment of primary and metastatic liver cancers. Delcath recently concluded a Phase III metastatic melanoma study, and the Company is currently conducting a multi-arm Phase II trial to treat other liver cancers. The Company has not yet received FDA or any foreign regulatory approval for commercial sale of its system. 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 the acceptability of the Phase III clinical trial data by the FDA, our ability to successfully complete an FDA new drug application, acceptance of the new drug application by the FDA, approval by the FDA or other regulatory authorities of the current or future drug delivery system for the treatment of metastatic melanoma, our ability to successfully complete other clinical trials and secure regulatory approval of our current or future drug-delivery system for the treatment of other liver cancers and other organs, the potential of chemosaturation therapy via PHP as a treatment for patients with terminal metastatic disease in the liver, actions by the FDA or other regulatory agencies 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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EVC Group
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Investors
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Media
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Barbara Domingo/Doug Sherk
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Janine McCargo
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415-896-6820
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646-528-4034
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