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
MAY 4, 2007 (APRIL 30, 2007)
Date of Report (Date of earliest event reported)
DELCATH SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 001-16133 06-1245881
(State or other jurisdiction (Commission File No.) (IRS Employer
of incorporation) Identification No.)
1100 SUMMER STREET
STAMFORD, CT 06905
(Address of principal executive offices, including zip code)
Registrant's telephone number, including area code: (203) 323-8668
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligations 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 3.01. NOTICE OF DELISTING OR FAILURE TO SATISFY A CONTINUED LISTING RULE
OR STANDARD; TRANSFER OF LISTING.
On April 20, 2007, Delcath Systems, Inc. (the "Company") filed a
Form 8-K announcing the resignations of two of its independent directors, Mark
A. Corigliano and Daniel L. Isdaner, on April 16, 2007. On April 17, 2007, the
Company appointed Dr. Harold Koplewicz to the Audit Committee, and Robert B.
Ladd to each of the Nominating Committee and Compensation and Stock Option
Committee of the Company's Board. As a result of these events, the Company's
current Board of Directors is composed of four members: two independent
directors (Dr. Harold Koplewicz and Robert B. Ladd) and two non-independent
directors (Richard Taney and Dr. Samuel Herschkowitz). In addition, each of the
Company's three Board committees, the Audit Committee, the Nominating Committee
and the Compensation and Stock Option Committee, is composed of two members (Dr.
Harold Koplewicz and Robert B. Ladd).
Following these events, the Company notified the NASDAQ Stock Market
("NASDAQ") that it no longer complies with two provisions of NASDAQ's
Marketplace Rule 4350, which require a listed company's Board of Directors to
have a majority of independent directors, and its audit committee to have at
least three members. On April 30, 2007, the Company received a letter from
NASDAQ notifying the Company that it is not in compliance with these two
requirements of Rule 4350, and that, consistent with NASDAQ Marketplace Rules
4350(c)(1) and 4350(d)(4), it has provided the Company a cure period in order to
regain compliance, as follows:
o Until the earlier of the Company's next annual shareholders' meeting or
April 16, 2008; or
o If the next annual shareholders' meeting is held before October 13,
2007, then the Company must evidence compliance no later than October
13, 2007.
Since the Company intends to hold its next annual shareholders' meeting
on June 5, 2007, the Company has until October 13, 2007 to regain compliance.
The Company fully intends to regain compliance with both NASDAQ requirements
within the cure period allowed by NASDAQ. The Company has begun to search for a
new director who possesses qualifications that will satisfy both the
independence and the audit committee requirements of NASDAQ.
A copy of the press release announcing the receipt of the NASDAQ letter
is attached as Exhibit 99.1.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits
99.1 Press Release entitled "Delcath Systems Notified of Deficiency with
Nasdaq Independent Director and Audit Committee Requirements" dated May
3, 2007.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this Current Report on Form 8-K to be
signed on its behalf by the undersigned thereunto duly authorized.
Dated: May 4, 2007 DELCATH SYSTEMS, INC.
By: /S/ PAUL M. FEINSTEIN
------------------------
Name: Paul M. Feinstein
Title: Chief Financial Officer
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
99.1 Press Release entitled "Delcath Systems Notified of Deficiency
with Nasdaq Independent Director and Audit Committee Requirements"
dated May 3, 2007.