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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): April 25, 2005
DELCATH SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
Delaware 001-16133 06-1245881
(State or other jurisdiction (Commission File Number) (IRS Employer
of 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))
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SECTION 4 - MATTERS RELATED TO ACCOUNTANTS AND FINANCIAL STATEMENTS
ITEM 4.01 CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANTS.
(a) On April 25, 2005, Eisner LLP ("Eisner") was dismissed as the
independent registered public accounting firm for Delcath Systems, Inc. (the
"Company"). The decision to change accountants was approved by the Audit
Committee of the Company's Board of Directors.
The reports of Eisner on the balance sheets of the Company as of December
31, 2003 and 2004 and the related statements of operations, stockholders' equity
and cash flows for each of the years in the two-year period ended December 31,
2004 and for the period from August 5, 1988 (inception) to December 31, 2004 did
not contain any adverse opinion or disclaimer of opinion, nor were they modified
as to uncertainty, audit scope or accounting principles.
In connection with the audits of the periods described above, and the
subsequent interim period through April 25, 2005, except for a reportable
condition with respect to the Company's internal controls regarding identifying
the Company's awards of stock options which awards were described in the
Company's Form 8-K reports dated March 22, 2005 and April 5, 2005, there were no
disagreements between the Company and Eisner on any matter of accounting
principles or practices, financial statement disclosure or auditing scope or
procedure, which disagreements, if not resolved to Eisner's satisfaction, would
have caused Eisner to make reference to the subject matter of the
disagreement(s) in connection with its reports.
The Company has requested Eisner to furnish a letter addressed to the
Securities and Exchange Commission (the "Commission") stating whether it agrees
with the statements made by the Company in response to Item 304(a) of Regulation
S-K. The Company has requested that Eisner provide the letter as promptly as
possible so that the Company can file it with the Commission.
(b) On April 27, 2005, the Company retained Carlin, Charron & Rosen, LLP
to act as its independent registered public accounting firm.
SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(a) Not applicable
(b) Not applicable.
(c) Exhibits:
EXHIBIT DESCRIPTION
16 Letter of Eisner LLP (to be filed by amendment)
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
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M. S. Koly
President and Chief Executive Officer
Date: April 29, 2005
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