UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE l3D
Under the Securities Exchange Act of 1934
(Amendment No. 9)*
DELCATH SYSTEMS, INC.
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(Name of Issuer)
Common Stock, $0.01 par value per share
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(Title of Class of Securities)
24661P104
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(CUSIP Number)
with a copy to:
Mr. Robert Ladd Robert G. Minion, Esq.
Laddcap Value Advisors LLC Lowenstein Sandler PC
650 Fifth Avenue, Suite 600 65 Livingston Avenue
New York, New York 10019 Roseland, New Jersey 07068
(212) 259-2070 (973) 597-2424
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
June 14, 2006
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule l3G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check
the following box. [ ]
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Section 240.13d-7 for other
parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
Cusip No. 24661P104
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1) Names of Reporting Persons. I.R.S. Identification Nos. of above persons
(entities only):
Robert Ladd
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2) Check the Appropriate Box if a Member of a Group (See Instructions):
(a)
(b)
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3) SEC Use Only
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4) Source of Funds (See Instructions): WC
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5) Check if Disclosure of Legal Proceedings Is Required Pursuant to Items
2(d) or 2(e): Not Applicable
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6) Citizenship or Place of Organization: United States
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Number of 7) Sole Voting Power: 2,102,239*
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Shares Beneficially 8) Shared Voting Power: 0*
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Owned by
Each Reporting 9) Sole Dispositive Power: 2,102,239*
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Person With 10) Shared Dispositive Power: 0*
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11) Aggregate Amount Beneficially Owned by Each Reporting Person: 2,102,239*
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12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions): Not Applicable
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13) Percent of Class Represented by Amount in Row (11): 10.8%*
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14) Type of Reporting Person (See Instructions): IN
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* Laddcap Value Partners LP, a Delaware limited partnership ("Laddcap"), is the
record holder of 2,102,239 shares of the common stock, par value $0.01 per share
(the "Shares"), of Delcath Systems, Inc. (the "Company"). Robert Ladd possesses
the sole power to vote and the sole power to direct the disposition of all
securities of the Company held by Laddcap. Thus, as of June 14, 2006 for the
purposes of Reg. Section 240.13d-3, Mr. Ladd is deemed to beneficially own
2,102,239 Shares, or 10.8% of the Shares deemed issued and outstanding as of
that date.
Item 4. Purpose of Transaction.
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Item 4 is hereby amended by adding the following after the
twenty-sixth paragraph thereof:
On June 14, 2006, Mr. Ladd, on behalf of Laddcap, issued a press
release announcing that the Company's stockholders have supported Laddcap's
shareholder proposal recommending the Company's board retain a nationally
recognized investment banking and/or merger advisory firm.
A copy of Mr. Ladd's June 14, 2006 press release is attached to this
Schedule 13D, as amended, as an exhibit pursuant to Item 7 hereof.
Item 5. Interest in Securities of the Issuer.
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Item 5 is hereby amended and restated in its entirety as follows:
Based upon information set forth in the Notice of Annual Meeting of
Stockholders on Form 14A, as filed with the Securities and Exchange Commission
on April 24, 2006, there were 19,541,674 Shares issued and outstanding as of
April 17, 2006. As of June 14, 2006, Laddcap is the holder of 2,102,239 Shares.
Mr. Ladd possesses the sole power to vote and the sole power to direct the
disposition of all securities of the Company held by Laddcap. Thus, as of June
14, 2006 for the purposes of Reg. Section 240.13d-3, Mr. Ladd is deemed to
beneficially own 2,102,239 Shares, or 10.8% of the Shares deemed issued and
outstanding as of that date.
The following table details the transactions in Shares by Mr. Ladd or
any other person or entity controlled by him or any person or entity for which
he possesses voting or investment control over the securities thereof (each of
which were effected in an ordinary brokerage transaction) since the date of
event that required the filing by Mr. Ladd of Amendment No. 8 to the Schedule
13D with respect to the Company:
Date Quantity of Shares Transaction Price per Share
---- ------------------ ----------- ---------------
June 9, 2006 4,000 purchase $5.59
June 9, 2006 1,400 purchase $5.55
June 9, 2006 5,300 purchase $5.62
June 9, 2006 16,000 purchase $5.63
June 9, 2006 15,000 purchase $5.64
June 13, 2006 500 purchase $5.03
June 13, 2006 500 purchase $5.02
June 13, 2006 500 purchase $4.98
June 13, 2006 796 purchase $4.97
June 13, 2006 1,600 purchase $4.95
June 13, 2006 700 purchase $4.94
June 13, 2006 500 purchase $4.93
June 13, 2006 19,104 purchase $4.92
June 13, 2006 2,100 purchase $4.91
June 13, 2006 500 purchase $4.90
June 13, 2006 200 purchase $4.85
Except as set forth above, there were no other transactions in Shares
or securities convertible into, exercisable for or exchangeable for Shares, by
Mr. Ladd or any other person or entity controlled by him or any person or entity
for which he possesses voting or investment control over the securities thereof
since the date of event that required the filing by Mr. Ladd of Amendment No. 8
to the Schedule 13D with respect to the Company.
Item 7. Materials to be filed as Exhibits.
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Item 7 is hereby amended by adding the following after the second
paragraph thereof:
7.3 Press Release dated June 14, 2006 by Mr. Ladd, on behalf of
Laddcap.
Signature
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After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
June 14, 2006
/s/ Robert Ladd
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Robert Ladd, in his capacity as the
managing member of Laddcap Value
Associates LLC, the general partner
of Laddcap Value Partners LP
Attention: Intentional misstatements or omissions of fact
constitute Federal criminal violations (See 18 U.S.C. 1001).
Exhibit 7.3
PRESS RELEASE
LADDCAP VALUE PARTNERS LP ANNOUNCES DELCATH STOCKHOLDER'S OVERWHELMING SUPPORT
FOR STOCKHOLDER PROPOSAL
NEW YORK, NY, June 14, 2006 -- Robert B. Ladd on behalf of Laddcap Value
Partners LP announces that Delcath Systems, Inc.'s (Nasdaq: DCTH) stockholders
have overwhelmingly supported Laddcap's stockholder proposal recommending that
Delcath's board retain a nationally recognized investment banking and/or merger
advisory firm.
Mr. Ladd comments that he is "extremely grateful for the significant support of
Delcath's stockholders. Delcath's stockholders have spoken. My fellow
stockholders and I look forward to Delcath's board engaging a nationally
recognized investment banking firm so that we can collectively benefit from
experienced independent advice."
Laddcap believes that Delcath has significant long-term potential and is excited
to realize that potential with its fellow Delcath stockholders. Laddcap has been
a Delcath stockholder since 2004 and is currently Delcath's largest stockholder,
owning more than 2,000,000 shares, which represents over 10% of Delcath's
outstanding stock.
Mr. Ladd further comments "the stockholder proposal does not compel the board to
sell or merge Delcath now or at any time in the future. In contrast, approval of
the stockholder proposal merely allows Delcath to be provided with knowledgeable
advice from one of the many highly regarded investment banking firms with
expertise in development stage public companies and/or the medical device
industry. In our experience, the benefits of retaining such a firm will manifest
itself in many ways, including more favorable capital raising opportunities,
more visibility with research analysts, and increased visibility within the
medical device industry."
Laddcap Value Partners LP is a private investment limited partnership founded in
2003 by Robert B. Ladd, CFA. Mr. Ladd serves as managing partner and president
of Laddcap Value Advisors LLC, the partnership's general partner.
Contact:
Robert Ladd
Laddcap Value Partners LP
(212) 259-2070
rladd@laddcapvalue.com