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):
April 16, 2007 (April 10, 2007)
DELCATH SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 001-16133 06-1245881
(State of incorporation) (Commission File No.) (IRS Employer
Identification No.)
1100 SUMMER STREET, STAMFORD, CONNECTICUT 06905
(Address of principal executive offices, including zip code)
(203) 323-8668
(Registrant's telephone number, including area code)
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 (17CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
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ITEM 1.01- ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On April 10, 2007, Delcath Systems, Inc. (the "Company") issued a press release
stating that it has entered into a Modification Agreement (the "Modification
Agreement") with Laddcap Value Partners, LP, Laddcap Associates, LLC, and
Laddcap Value Associates, LLC (collectively "Laddcap"). The Modification
Agreement amends the October 8, 2006 Settlement Agreement (the "Settlement
Agreement") previously entered into by the Company with Laddcap and allows
Laddcap to increase its position in the Company, through open market purchases
of the Company's shares, beyond the previous 14.9% limitation established under
the Settlement Agreement to just under 20%. The Modification Agreement also
provides that the Company will no longer be required to elect two directors
nominated by Laddcap or to appoint at least one Laddcap nominee to each of its
committees, as stipulated in the Settlement Agreement. The Board of Directors of
the Company also voted unanimously to increase the threshold level for
triggering the Shareholder Rights Plan ("Rights Plan") from 15% to 20%,
effective immediately.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(a) NOT APPLICABLE.
(b) NOT APPLICABLE.
(c) NOT APPLICABLE.
(d) EXHIBITS.
EXHIBIT NO. DESCRIPTION
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10.1 Modification Agreement dated April 9, 2007
99.1 Press Release dated April 10, 2007
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SIGNATURE
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.
Dated: April 16, 2007 DELCATH SYSTEMS, INC.
By: /s/ Richard L. Taney
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Richard L. Taney
Chief Executive Officer
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