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): October 8, 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, StateConnecticut 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))
Section 1 - Registrant's Business and Operations
Item 1.01 Entry into a Material Definitive Agreement
Delcath Systems, Inc. (the "Company") reported on October 9, 2006, it
entered into a Settlement Agreement dated as of October 8, 2006 with Laddcap
Value Partners LP, a Delaware limited partnership; Laddcap Value Advisors LLC, a
Delaware limited liability company; Laddcap Value Associates LLC, a Delaware
limited liability company; affiliates of the foregoing; and Mr. Robert B. Ladd
(the "Settlement Agreement"). The Settlement Agreement is filed as Exhibit 10.1
hereto.
Details regarding the terms and conditions of the Settlement Agreement are
contained in the press release of the Company dated October 9, 2006, and filed
with this Current Report on Form 8-K as Exhibit 99, which is incorporated herein
by this reference.
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) Not applicable.
(c) Not applicable.
(d) In accordance with the Settlement Agreement, on October 11, 2006, the
Company's Board of Directors (the "Board") elected Robert B. Ladd as a Class I
Director of the Company to serve until the 2007 Annual Meeting of Stockholders.
This election was made pursuant to the Settlement Agreement described in the
press release of the Company dated October 9, 2006, and filed with this Current
Report on Form 8-K as Exhibit 99, which is incorporated herein by this
reference.
The Board has not yet determined the Committees of the Board to which Mr.
Ladd will be appointed.
(e) 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
10.1 Settlement Agreement, dated as of October 8, 2006, by and between
Delcath Systems, Inc., Laddcap Value Partners LP, Laddcap Value
Advisors LLC, Laddcap Value Associates LLC, any affiliates of any
of the foregoing, and Robert B. Ladd.
10.2 Delcath Systems, Inc. Change in Control Arrangement for
Directors.
99 Press Release dated October 9, 2006 of Delcath Systems, Inc.
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: October 12, 2006
EXHIBIT INDEX
Exhibit Description
10.1 Settlement Agreement, dated as of October 8, 2006, by and between
Delcath Systems, Inc., Laddcap Value Partners LP, Laddcap Value
Advisors LLC, Laddcap Value Associates LLC, any affiliates of any
of the foregoing, and Robert B. Ladd.
10.2 Delcath Systems, Inc. Change in Control Arrangement for
Directors.
99 Press Release dated October 9, 2006 of Delcath Systems, Inc.