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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Date of Report (Date of earliest event reported) May 19, 2006
Delcath Systems, Inc.
(Exact name of registrant as specified in its charter)
Delaware 001-16133 06-1245881
(State or other jurisdiction (Commission (IRS Employer
Of incorporation) File Number) Identification No.)
1100 Summer Street
Stamford, Connecticut 06905
(Address of principal executive offices) (Zip Code)
(203) 323-8668
(Registrant's telephone number, including area code.)
N/A
(Former name and 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 8.01 Other Events.
Delcath Systems, Inc. (Nasdaq: DCTH) (the "Company") will hold a special meeting
of its stockholders on Friday, August 25, 2006 (the "Special Meeting"), at such
time and location as shall be determined by the Board of Directors of the
Company. Record holders of shares of the Company as of July 3, 2006 will be
entitled to vote at the Special Meeting. The Special Meeting is being held at
the request of Laddcap Value Partners LP, a 10% stockholder of the Company, in
accordance with Article I, Section 2 of the Bylaws of the Company, for the
purpose of allowing stockholders of the Company to vote on a precatory
stockholder proposal to (i) request the Board of Directors to rescind the
Company's Rights Agreement, dated as of October 30, 2001, between the Company
and American Stock Transfer & Trust Company, as Rights Agent and (ii) take the
necessary steps so that no future "poison pill" can be adopted without
stockholder approval. Formal notice of the Special Meeting specifying, among
other things, the time and location of the Special Meeting, and related
disclosure materials regarding the proposal will be provided by the Company to
its stockholders in due course.
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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: May 19, 2006 DELCATH SYSTEMS, INC.
By: /s/ M.S. Koly
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Name: M.S. Koly
Title: President and Chief Executive
Officer