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 9, 2002
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 and zip code)
Registrant's telephone number, including area code: (203) 323-8668
N/A
(Former name or former address, if changed since last report)
Item 5. Other Events and Regulation FD Disclosure
On December 9, 2002, Delcath Systems, Inc. (the "Company") issued
a press release announcing it has filed a registration statement with the
Securities and Exchange Commission for an underwritten public offering of
securities in the form of units. Each unit will consist of shares of common
stock and warrants to purchase shares of common stock. The Company's press
release dated December 9, 2002 is incorporated herein by reference and filed as
an exhibit hereto.
Item 7. Financial Statements and Exhibits
(a) Not applicable
(b) Not applicable
(c) Exhibits
Exhibit No. Description
----------- -----------
99 Press Release dated December 9, 2002 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
Date: December 13, 2002 Officer
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EXHIBIT INDEX
Exhibit No. Description
----------- -----------
99 Press Release dated December 9, 2002 of Delcath
Systems, Inc.
News From:
Redington, Inc.
Delcath Systems, Inc. 49 Richmondville, Westport, CT 06880
================================================================================
Release Date: IMMEDIATE
Exhibit 99
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Contact:
M.S. Koly Thomas Redington
Chief Executive Officer Redington, Inc
Delcath Systems, Inc. 203/222-7399
203/323-8668 212/926-1733
www.delcath.com www.redingtoninc.com
--------------- --------------------
DELCATH ANNOUNCES A PUBLIC OFFERING OF SECURITIES
-------------------------------------------------
STAMFORD, CT DEC 9 - Delcath Systems, Inc. (Nasdaq: DCTH)
announced today that it has filed a registration statement with
the Securities and Exchange Commission for an underwritten public
offering of securities in the form of units. Each unit will
consist of shares of common stock and warrants to purchase shares
of common stock. Delcath anticipates that, if the offering is
completed, it will use the net proceeds it receives for working
capital to fund human clinical trials and pay other associated
costs in connection with obtaining pre-marketing approval of the
Delcath system from the U.S. Food and Drug Administration.
Roan/Meyers Associates, L.P. will represent the underwriters in
connection with the anticipated offering.
Delcath is a development stage company that has developed a
system, the Delcath system, which is designed to administer high
doses of chemotherapy to the liver for treatment of liver cancer.
The Delcath system is not currently approved for marketing by the
FDA, and it cannot be marketed in the United States without FDA
pre-marketing approval.
The registration statement has been filed with the Securities
and Exchange Commission but has not yet become effective. The
units may not be sold nor may offers to buy the units be accepted
prior to the time the registration statement becomes effective.
This release shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of
these securities in any state in which such offer, solicitation or
sale would be unlawful prior to registration or qualification
under the securities laws of any such state.
Any statements released by Delcath that are forward-looking
are made pursuant to the safe harbor provisions of the Private
Securities Litigation Reform Act of 1995. Terms such as
"anticipates," "expects," words of similar import and variations
on such words are intended to identify forward-looking statements.
Investors are cautioned that forward-looking statements
necessarily involve risks and uncertainties which are difficult to
predict and actual outcomes may vary materially from what is
expressed or forecasted in such forward-looking statements.
When available, copies of the preliminary prospectus filed as
part of the registration statement may be obtained without charge,
by directing a
-more-
request to Delcath Systems, Inc., 1100 Summer Street, Stamford,
Connecticut 06905, Attention: M. S. Koly.
Delcath, a development-stage company, is in the business of
developing and marketing a proprietary drug delivery system
capable of introducing, and removing, high-dose chemotherapy
agents to a diseased organ system while greatly inhibiting their
entry into the general circulatory system.
# # #
This release contains "FORWARD-LOOKING STATEMENTS" BASED ON
CURRENT EXPECTATIONS BUT INVOLVING KNOWN AND UNKNOWN RISKS AND
UNCERTAINTIES. ACTUAL RESULTS OR ACHIEVEMENTS MAY BE MATERIALLY
DIFFERENT FROM THOSE EXPRESSED OR IMPLIED. DELCATH PLANS AND
OBJECTIVES ARE BASED ON ASSUMPTIONS INVOLVING JUDGMENTS WITH
RESPECT TO FUTURE ECONOMIC, COMPETITIVE AND MARKET CONDITIONS, ITS
ABILITY TO CONSUMMATE, AND THE TIMING OF, ACQUISITIONS AND FUTURE
BUSINESS DECISIONS, ALL OF WHICH ARE DIFFICULT OR IMPOSSIBLE TO
PREDICT ACCURATELY AND MANY OF WHICH ARE BEYOND ITS CONTROL.
THEREFORE, THERE CAN BE NO ASSURANCE THAN ANY FORWARD-LOOKING
STATEMENT WILL PROVE TO BE ACCURATE.
12/9/02