-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, GBTYyJ31+3bJjx6kQ5JHd4jOT3/cCmgKMEE7toPuwJggauAWTaJ8+Xi9yWnlCKyA ohMCOiEW13BhAbqxqTe7PQ== 0000913355-02-000134.txt : 20021213 0000913355-02-000134.hdr.sgml : 20021213 20021213150632 ACCESSION NUMBER: 0000913355-02-000134 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20020930 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20021213 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DELCATH SYSTEMS INC CENTRAL INDEX KEY: 0000872912 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMMERCIAL PHYSICAL & BIOLOGICAL RESEARCH [8731] IRS NUMBER: 061245881 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-16133 FILM NUMBER: 02856999 BUSINESS ADDRESS: STREET 1: 1100 SUMMER ST 3RD FLOOR CITY: STAMFORD STATE: CT ZIP: 06905 BUSINESS PHONE: 2033238668 MAIL ADDRESS: STREET 1: 1100 SUMMER STREET CITY: STAMFORD STATE: CT ZIP: 06905 8-K 1 del8k_1292002.txt FORM 8-K FOR REPORT DATED DECEMBER 9, 2002 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. 2 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 3 EXHIBIT INDEX Exhibit No. Description ----------- ----------- 99 Press Release dated December 9, 2002 of Delcath Systems, Inc. EX-99 3 exhibit99.txt PRESS RELEASE News From: Redington, Inc. Delcath Systems, Inc. 49 Richmondville, Westport, CT 06880 ================================================================================ Release Date: IMMEDIATE Exhibit 99 ---------- 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 -----END PRIVACY-ENHANCED MESSAGE-----