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): November 28, 2005
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, Connecticut 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 changes 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))
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Section 1 - Registrant's Business and Operations
Item 1.01. Entry into a Material Definitive Agreement
The information set forth below under Item 3.02 is incorporated herein by
reference.
Section 3 - Securities and Trading Markets
Item 3.02. Unregistered Sales of Equity Securities
On November 28, 2005, the Company sold an aggregate of approximately
753,000 shares (the "Shares") of its Common Stock, par value $0.01, to three
institutional investors for an aggregate selling price of $2,500,000. The
Company also issued three series of warrants (collectively, the "Warrants") to
the investors pursuant to which the investors could acquire up to approximately
659,000 additional shares. The Company's press release dated November 28, 2005
is incorporated herein by reference and filed as an exhibit hereto. The Company
entered into a Common Stock Purchase Agreement and related agreements with the
investors pursuant to which the Shares and the Warrants were issued.
The Company claims an exemption from registration of the offer and sale of
the Shares and the Warrants pursuant to Section 4(2) of the Securities Act of
1933 and Rule 506 thereunder as securities offered and sold to "accredited
investors," as defined in Rule 501 under the Securities Act of 1933.
Item 3.03. Material Modification to Rights of Security Holders
The information set forth above under Item 3.02 is incorporated herein by
reference.
Section 9. Financial Statements and Exhibits
Item 9.01. Financial Statements and Exhibits.
(a) Not applicable
(b) Not applicable.
(c) Not applicable.
(d) Exhibits:
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Exhibit Description
4.1 Form of 2005 Series A Warrant to Purchase Shares of Common Stock
issued pursuant to the Common Stock Purchase Agreement dated as
of November 27, 2005.
4.2 Form of 2005 Series B Warrant to Purchase Shares of Common Stock
issued pursuant to the Common Stock Purchase Agreement dated as
of November 27, 2005.
4.3 Form of 2005 Series C Warrant to Purchase Shares of Common Stock
issued pursuant to the Common Stock Purchase Agreement dated as
of November 27, 2005.
10.1 Common Stock Purchase Agreement dated as of November 27, 2005 by
and among Delcath Systems, Inc. and the Purchasers Listed on
Exhibit A thereto.
10.2 Registration Rights Agreement dated as of November 27, 2005 by
and among Delcath Systems, Inc. and the Purchasers Listed on
Schedule I thereto.
10.3 Voting Agreement dated as of November 27, 2005 by and between
Delcath Systems, Inc., the purchasers listed on Exhibit A to the
Common Stock Purchase Agreement dated as of November 27, 2005 and
Vertical Ventures LLC.
19 Press Release dated November 28, 2005 of Delcath Systems, Inc.
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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.
DELCATH SYSTEMS, INC.
By: /s/ M. S. KOLY
-----------------------------
M. S. Koly
President and Chief Executive
Officer
Date: November 30, 2005
EXHIBIT INDEX
Exhibit Description
4.1 Form of 2005 Series A Warrant to Purchase Shares of Common Stock
issued pursuant to the Common Stock Purchase Agreement dated as
of November 27, 2005.
4.2 Form of 2005 Series B Warrant to Purchase Shares of Common Stock
issued pursuant to the Common Stock Purchase Agreement dated as
of November 27, 2005.
4.3 Form of 2005 Series C Warrant to Purchase Shares of Common Stock
issued pursuant to the Common Stock Purchase Agreement dated as
of November 27, 2005.
10.1 Common Stock Purchase Agreement dated as of November 27, 2005 by
and among Delcath Systems, Inc. and the Purchasers Listed on
Exhibit A thereto.
10.2 Registration Rights Agreement dated as of November 27, 2005 by
and among Delcath Systems, Inc. and the Purchasers Listed on
Schedule I thereto.
10.3 Voting Agreement dated as of November 27, 2005 by and between
Delcath Systems, Inc., the purchasers listed on Exhibit A to the
Common Stock Purchase Agreement dated as of November 27, 2005 and
Vertical Ventures LLC.
19 Press Release dated November 28, 2005 of Delcath Systems, Inc.