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): December 21, 2006
DELCATH SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
Delaware 001-16133 06-1245881
(State or other jurisdiction of (Commission File Number) (IRS Employer
incorporation) 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 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))
2
Section 1 - Registrant's Business and Operations
Item 1.01 Entry into a Material Definitive Agreement
On December 21, 2006, Delcath Systems, Inc. (the "Company") entered into a
Settlement Agreement dated as of December 15, 2006 (the "Settlement Agreement")
in connection with Mr. Koly's resignation as President and Chief Executive
Officer and Treasurer of the Company. The Settlement Areement provides for the
termination of Mr. Koly's Employment Agreement and the relinquishment by Mr.
Koly of any rights he might have under change of control arrangements with the
Company. The Settlement Agreement also provides for Mr. Koly to receive his
regular salary through December 31, 2006 and a lump sum payment to Mr. Koly of
$650,000 and the continuation of his current health insurance benefits through
September 30, 2008. The Settlement Agreement is filed as Exhibit 10.1 hereto and
is incorporated herein by reference.
Item 1.02 Termination of a Material Definitive Agreement
Upon the execution of the Settlement Agreement, the Employment Agreement
between the Company and Mr. Koly was terminated. Each of Mr. Koly, Dr.
Herschkowitz, Mr. Corigliano and Mr. Isdaner has also relinquished any rights he
might have under the Company's Change of Control Arrangement for Directors or as
a beneficiary under the related Trust Agreement. The funds previously held in
trust under the Trust Agreement have been returned to the Company's general
funds.
Section 9 - Financial Statements and Exhibits.
Item 9.01. Financial Statements and Exhibits.
(a) Not applicable.
(b) Not applicable.
(c) Not applicable.
(d) Exhibits:
Exhibit Description
10.1 Settlement Agreement dated as of December 15, 2006
between Delcath Systems, Inc. and M. S. Koly
3
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/ RICHARD TANEY
----------------------------------
Richard Taney
Interim Chief Executive Officer
Date: December 21, 2006
EXHIBIT INDEX
Exhibit Description
10.1 Settlement Agreement dated as of December 15, 2006
between Delcath Systems, Inc. and M. S. Koly