UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE l3D
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
DELCATH SYSTEMS, INC.
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(Name of Issuer)
Common Stock, $0.01 par value per share
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(Title of Class of Securities)
24661P104
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(CUSIP Number)
with a copy to:
Mr. Robert Ladd Robert G. Minion, Esq.
Laddcap Value Advisors LLC Lowenstein Sandler PC
650 Fifth Avenue, Suite 600 65 Livingston Avenue
New York, New York 10019 Roseland, New Jersey 07068
(212) 259-2070 (973) 597-2424
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
December 13, 2005
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule l3G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check
the following box. [ ]
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Section 240.13d-7 for other
parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
Cusip No. 24661P104
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1) Names of Reporting Persons. I.R.S. Identification Nos. of above persons
(entities only):
Robert Ladd
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2) Check the Appropriate Box if a Member of a Group (See Instructions):
(a)
(b)
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3) SEC Use Only
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4) Source of Funds (See Instructions): WC
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5) Check if Disclosure of Legal Proceedings Is Required Pursuant to Items
2(d) or 2(e): Not Applicable
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6) Citizenship or Place of Organization: United States
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Number of 7) Sole Voting Power: 1,490,936*
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Shares Beneficially 8) Shared Voting Power: 0*
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Owned by
Each Reporting 9) Sole Dispositive Power: 1,490,936*
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Person With 10) Shared Dispositive Power: 0*
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11) Aggregate Amount Beneficially Owned by Each Reporting Person: 1,490,936*
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12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions): Not Applicable
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13) Percent of Class Represented by Amount in Row (11): 8.6%*
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14) Type of Reporting Person (See Instructions): IN
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* Laddcap Value Partners LP, a Delaware limited partnership ("Laddcap"), is the
record holder of (i) 1,457,636 shares of the common stock, par value $0.01 per
share (the "Shares"), of Delcath Systems, Inc. (the "Company"), and (ii)
warrants to acquire an additional 33,300 Shares at an exercise price of $2.75
per Share (the "Warrants"). Robert Ladd possesses sole power to vote and direct
the disposition of all securities of the Company held by Laddcap. Thus, as of
December 13, 2005, for the purposes of Reg. Section 240.13d-3, Mr. Ladd is
deemed to beneficially own 1,490,936 Shares, or 8.6% of the Shares deemed issued
and outstanding as of that date.
Item 5. Interest in Securities of the Issuer.
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Item 5 is hereby amended and restated in its entirety as follows:
Based upon information set forth in the Company's Quarterly Report on
Form 10-QSB for the quarterly period ended September 30, 2005, as filed with the
Securities and Exchange Commission (the "Commission") on November 8, 2005, there
were 16,640,896 Shares issued and outstanding as of November 2, 2005. In its
Current Report on Form 8-K, as filed with the Commission on November 30, 2005,
the Company indicated that it had issued and sold an additional 753,013 Shares
as of November 28, 2005. As of December 13, 2005, Laddcap is the holder of
1,449,726 Shares and warrants to acquire an additional 33,300 Shares at an
exercise price of $2.75 per Share (the "Warrants"). Robert Ladd possesses sole
power to vote and direct the disposition of all securities of the Company held
by Laddcap. Thus, as of December 13, 2005, for the purposes of Reg. Section
240.13d-3, Mr. Ladd is deemed to beneficially own 1,490,936 Shares, or 8.6% of
the Shares deemed issued and outstanding as of that date.
The following table details the transactions since the date of event
that required the filing by Mr. Ladd of Amendment No. 2 to the Schedule 13D with
respect to the Company (November 9, 2005) in Shares by Mr. Ladd or any other
person or entity controlled by him or any person or entity for which he
possesses voting or investment control over the securities thereof (each of
which were purchases effected in an ordinary brokerage transaction):
Date Quantity Price
---- -------- -----
November 10, 2005 3,000 $3.66
November 10, 2005 1,000 $3.67
November 10, 2005 1,000 $3.69
November 10, 2005 6,000 $3.70
November 10, 2005 1,000 $3.73
November 11, 2005 20,500 $3.58
November 11, 2005 2,500 $3.59
November 11, 2005 22,000 $3.60
November 21, 2005 4,240 $3.65
November 21, 2005 5,000 $3.69
November 21, 2005 2,000 $3.70
November 23, 2005 4,150 $3.59
November 23, 2005 16,000 $3.60
November 23, 2005 2,000 $3.61
November 23, 2005 1,000 $3.62
November 23, 2005 2,000 $3.65
November 23, 2005 3,000 $3.66
November 23, 2005 1,000 $3.67
November 23, 2005 1,000 $3.68
November 25, 2005 100 $3.54
November 25, 2005 7,000 $3.55
November 28, 2005 2,000 $3.21
November 28, 2005 2,000 $3.32
November 28, 2005 2,000 $3.33
November 30, 2005 100 $3.34
November 30, 2005 400 $3.35
November 30, 2005 525 $3.36
November 30, 2005 4,100 $3.37
November 30, 2005 13,000 $3.38
December 1, 2005 500 $3.33
December 1, 2005 1,000 $3.34
December 1, 2005 6,500 $3.35
December 1, 2005 100 $3.37
December 1, 2005 200 $3.40
December 1, 2005 800 $3.41
December 2, 2005 3,900 $3.24
December 2, 2005 2,000 $3.25
December 2, 2005 5,000 $3.26
December 2, 2005 2,000 $3.27
December 2, 2005 3,725 $3.28
December 2, 2005 400 $3.30
December 2, 2005 4,825 $3.31
December 2, 2005 950 $3.33
December 2, 2005 1,400 $3.34
December 5, 2005 1,000 $3.31
December 12, 2005 200 $3.26
December 12, 2005 11,600 $3.27
December 12, 2005 12,700 $3.29
December 12, 2005 33,000 $3.30
December 12, 2005 200 $3.32
December 12, 2005 100 $3.33
December 12, 2005 700 $3.34
December 13, 2005 110 $3.19
December 13, 2005 3,800 $3.22
December 13, 2005 1,000 $3.23
December 13, 2005 1,000 $3.24
December 13, 2005 2,000 $3.25
In addition, the following table details the transactions since the
date of event that required the filing by Mr. Ladd of Amendment No. 2 to the
Schedule 13D with respect to the Company (November 9, 2005) in Warrants by Mr.
Ladd or any other person or entity controlled by him or any person or entity for
which he possesses voting or investment control over the securities thereof
(each of which were purchases effected in an ordinary brokerage transaction):
Date Quantity Price
---- -------- -----
December 13, 2005 300 $0.34
December 13, 2005 14,000 $0.35
December 13, 2005 1,000 $0.37
December 13, 2005 3,000 $0.38
December 13, 2005 7,000 $0.40
December 13, 2005 5,000 $0.42
December 13, 2005 2,000 $0.51
December 13, 2005 1,000 $0.52
Except as set forth above, there where no other transactions since the
date of event that required the filing by Mr. Ladd of Amendment No. 2 to the
Schedule 13D with respect to the Company (November 9, 2005) in Shares, or
securities convertible into, exercisable for or exchangeable for Shares, by Mr.
Ladd or any other person or entity controlled by him or any person or entity for
which he possesses voting or investment control over the securities thereof.
Signature
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After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true, complete and
correct.
December 14, 2005
/s/ Robert Ladd
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Robert Ladd, in his capacity as the
managing member of Laddcap Value
Advisors LLC, the general partner of
Laddcap Value Partners LP
Attention: Intentional misstatements or omissions of fact constitute
Federal criminal violations (See 18 U.S.C. 1001).