UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 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 5, 2008
|
DELCATH
SYSTEMS, INC.
|
|
(Exact
Name of Registrant as Specified in
Charter)
|
|
DELAWARE
|
001-16133
|
06-1245881
|
||
|
(State
of Incorporation)
|
(Commission
File
Number)
|
(IRS
Employer
Identification
No.)
|
|
600
FIFTH AVENUE, 23rd
FLOOR
NEW
YORK, NEW YORK
|
|
10020
|
|
(Address
of Principal Executive Offices)
|
(Zip
Code)
|
Registrant’s
telephone number, including area code: (212) 489-2100
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:
[ ]
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))
Item
5.02. Departure of Directors or Certain Officers;
Election of Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
Effective
December 5, 2008 (the “Effective Date”), the Board of Directors of Delcath
Systems, Inc. (the “Company”) elected Roger G. Stoll as a
Director. Mr. Stoll’s election was recommended by the Nominating
& Governance Committee and approved by the unanimous action of the full
Board of Directors. See Exhibit 99.1 attached hereto for biographical
information about Mr. Stoll.
Mr. Stoll
will receive the director fees and benefits described in the Company’s Proxy
Statement filed with the Securities and Exchange Commission on April 24,
2008. In addition, he was awarded on the Effective Date under the
Company’s 2004 Stock Incentive Plan (the “Plan”) options to purchase 75,000
shares of the Company’s common stock at an exercise price per share equal to the
Fair Market Value thereof on the Effective Date determined in accordance with
the Plan. There are no other material transactions between Mr. Stoll
and the Company.
Item
9.01. Financial Statements and Exhibits
(d) Exhibits
|
Exhibit
Number
|
Description |
|
99.1
|
Press
Release
|
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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.
Date: December
10, 2008
| DELCATH SYSTEMS, INC. | |||
|
|
By:
|
/s/ Paul M. Feinstein | |
| Name: Paul M. Feinstein | |||
| Title: Chief Financial Officer | |||
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Exhibit
99.1
Delcath
Adds Senior Medical Professional to Its Board of Directors
NEW YORK, December 9, 2008 -
Delcath Systems, Inc. (Nasdaq: DCTH) today announced the appointment
of Roger G. Stoll, Ph.D. to Delcath’s Board of Directors. Dr. Stoll
is Executive Chairman, of Cortex Pharmaceuticals, Inc. (Amex: COR), a
biotechnology company specializing in the treatment of central nervous system
disorders.
Prior to
joining Cortex, Dr. Stoll worked as a consultant to several east coast venture
capital firms and startup venture companies. From 1998 to 2001, Dr.
Stoll was Executive Vice-President of Fresenius Medical Care - North America, a
leading manufacturer and distributor of dialysis products, including
hemodialysis machines and filters, and operator of more than 1,500 outpatient
dialysis clinics in the United States.
From 1991
to 1998, he was President and Chief Executive Officer of Ohmeda, a global
pharmaceutical and medical products business. Dr. Stoll was a member
of the Board of Directors of the BOC Group, Plc, the parent company of Ohmeda,
and also served on the Board of directors of St. Jude Medical. From
1986 to 1991, Dr. Stoll held several executive management positions at Bayer, AG
including Executive Vice President and General Manager for the worldwide
Diagnostic Business Group. Prior to that, Dr. Stoll worked for
American Hospital Supply Corp., where he rose from Director of Clinical
Pharmacology to President of the American Critical Care Division. He
began his pharmaceutical career at the Upjohn Company, where he conducted human
pharmacokinetic and drug metabolism clinical trials on various drugs in all
phases of development. He currently serves on the Board of Directors
of Chelsea Therapeutics and the School of Pharmacy Advisory Board of the
University of Connecticut.
Commenting
on today’s announcement, Richard L. Taney, President and Chief Executive Officer
of Delcath, stated, “As we move closer to the completion of our first Phase III
clinical trial, and prepare for commercialization, the addition of the
scientific and industry experience of Dr. Stoll will be an invaluable asset to
our Company. His specific experiences in the areas of filtration,
clinical testing and commercialization will provide important experience and
input to projects currently underway at Delcath. We are fortunate
that the promise of Delcath’s PHP technology and the critical patient need that
it addresses enables us to attract such experienced high caliber professionals
to our Board.”
About
Delcath Systems, Inc.
Delcath
Systems, Inc. is a medical technology company specializing in cancer
treatment. The Company is testing a proprietary, patented drug
delivery system for the treatment of liver cancers. Delcath’s novel
drug delivery platform is testing the delivery of ultra-high doses of
anti-cancer drugs to the liver while preventing these high doses of drug from
entering the patient’s bloodstream. The Company is currently
enrolling patients in Phase III and Phase II clinical studies for the treatment
of liver cancers using high doses of melphalan. The Company’s
intellectual property portfolio consists of twenty-eight patents on a worldwide
basis including the U.S., Europe, Asia and Canada. For more
information, please visit the Company’s website at www.delcath.com.
The Private
Securities Litigation Reform Act of 1995 provides a safe harbor for
forward-looking statements made by the Company or on its behalf. This
news release contains forward-looking
statements, which are subject to
certain risks and uncertainties that can cause actual results to differ
materially from those described. Factors that may cause such
differences include, but are not limited to, uncertainties relating to our
ability to successfully complete Phase III clinical trials and secure regulatory
approval of our current or future drug-delivery system and uncertainties
regarding our ability to obtain financial and other resources for any research,
development and commercialization activities. These factors, and
others, are discussed from time to time in our filings with the Securities and
Exchange Commission. You should not place undue reliance on these
forward-looking statements, which speak only as of the date they are
made. We undertake no obligation to publicly update or revise these
forward-looking statements to reflect events or circumstances after the date
they are made.
# # #
Company
Contact:
Delcath
Systems, Inc.
Richard
Taney
(212) 489-2100
info@delcath.com
Public Relations
Contact:
Rubenstein
Associates, Inc.
Robin
Wagge
(212)
843-8006
rwagge@rubenstein.com
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