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): September 9, 2005
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 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 3 - Securities and Trading Markets
Item 3.02 Unregistered Sales of Equity Securities
Following the expiration at the close of business on September 9, 2005 of
the offer by Delcath Systems, Inc. (the "Company") to exchange on a one for one
basis the Redeemable Common Stock Purchase Warrants that it issued in connection
with its initial public offering in 2000 (the "2000 Warrants") for its 2005
Redeemable Common Stock Purchase Warrants - Series A (the "Exchange Warrants"),
989,554 Exchange Warrants were issued. The 2000 Warrants that were tendered for
exchange for Exchange Warrants were cancelled.
The Company claims an exemption from registration of the offer and sale of
the Exchange Warrants pursuant to Section 3(a)(9) of the Securities Act of 1933
as a security exchanged by the issuer with existing security holders exclusively
where no commission or other remuneration was paid or given directly or
indirectly for soliciting such exchange.
Each of the Exchange Warrants has an exercise price of $2.75 and, by its
terms, will expire on December 31, 2005.
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
4 Warrant Agreement dated as of July 22, 2005
between the Registrant and American Stock
Transfer & Trust Company, as warrant
agent, together with the form of 2005
Redeemable Common Stock Purchase
Warrants - Series A (incorporated by
reference to Exhibit 4 to
Registrant's Quarterly Report on Form
10-QSB for the quarter ended June 30,
2005 (File No. 001-16133)).
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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: September 14, 2005
EXHIBIT INDEX
Exhibit Description
4 Warrant Agreement dated as of July 22, 2005
between the Registrant and American Stock
Transfer & Trust Company, as warrant
agent, together with the form of 2005
Redeemable Common Stock Purchase
Warrants - Series A (incorporated by
reference to Exhibit 4 to
Registrant's Quarterly Report on Form
10-QSB for the quarter ended June 30,
2005 (File No. 001-16133)).