UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE l3D
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
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)
December 30, 2005
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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: 1,727,701*
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Shares Beneficially 8) Shared Voting Power: 0*
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Owned by
Each Reporting 9) Sole Dispositive Power: 1,727,701*
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Person With 10) Shared Dispositive Power: 0*
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11) Aggregate Amount Beneficially Owned by Each Reporting Person: 1,727,701*
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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): 9.3%*
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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 1,727,701 shares of the common stock, par value $0.01 per share
(the "Shares"), of Delcath Systems, Inc. (the "Company"). Robert Ladd possesses
sole power to vote and direct the disposition of all securities of the Company
held by Laddcap. Thus, as of December 30, 2005, for the purposes of Reg. Section
240.13d-3, Mr. Ladd is deemed to beneficially own 1,727,701 Shares, or 9.3% of
the Shares deemed issued and outstanding as of that date.
Item 4. Purpose of Transaction.
----------------------
Item 4 is hereby amended by adding the following after the fifth
paragraph thereof:
Additionally, Mr. Ladd intends on submitting a shareholders proposal
pursuant to Rule 14a-8 of the Securities Exchange Act of 1934, as amended for
inclusion in the Company's proxy statement for its annual meeting of
stockholders that is scheduled to occur on or about June 13, 2006.
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 Company's Registration
Statement on Form S-3, as filed with the Securities and Exchange Commission on
January 5, 2006, there were 18,603,377 Shares issued and outstanding as of
December 21, 2005. As of December 30, 2005, Laddcap is the holder of 1,727,701
Shares. Robert Ladd possesses sole power to vote and direct the disposition of
all securities of the Company held by Laddcap. Thus, as of December 30, 2005,
for the purposes of Reg. Section 240.13d-3, Mr. Ladd is deemed to beneficially
own 1,727,701 Shares, or 9.3% 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 purchases effected in an ordinary brokerage transaction) since the
date of the event that required the filing by Mr. Ladd of Amendment No. 3 to the
Schedule 13D with respect to the Company:
Quantity
Date of Shares Price
---- --------- -----
December 14, 2005 500 $3.12
December 14, 2005 500 $3.13
December 21, 2005 3,000 $3.26
December 22, 2005 5,920 $3.19
December 22, 2005 10,200 $3.21
December 22, 2005 300 $3.25
December 23, 2005 200 $3.20
December 23, 2005 500 $3.23
December 23, 2005 800 $3.26
December 23, 2005 2,800 $3.27
December 23, 2005 8,200 $3.28
December 23, 2005 1,400 $3.33
December 23, 2005 2,215 $3.35
December 23, 2005 3,000 $3.36
December 27, 2005 100 $3.18
December 27, 2005 200 $3.19
December 27, 2005 3,000 $3.20
December 28, 2005 9,404 $3.12
December 28, 2005 5,600 $3.13
December 28, 2005 5,300 $3.14
December 28, 2005 3,300 $3.15
December 28, 2005 8,000 $3.16
December 28, 2005 9,596 $3.17
December 28, 2005 8,900 $3.18
December 28, 2005 400 $3.19
December 28, 2005 1,200 $3.20
December 28, 2005 900 $3.21
December 28, 2005 5,200 $3.22
December 28, 2005 800 $3.23
December 28, 2005 3,200 $3.24
December 28, 2005 4,574 $3.25
December 28, 2005 2,300 $3.26
December 28, 2005 5,700 $3.27
December 28, 2005 2,000 $3.28
December 28, 2005 4,000 $3.29
December 28, 2005 3,000 $3.31
December 30, 2005 100 $3.30
December 30, 2005 100 $3.31
December 30, 2005 100 $3.33
December 30, 2005 4,675 $3.34
December 30, 2005 14,425 $3.35
December 30, 2005 600 $3.37
December 30, 2005 19,300 $3.39
December 30, 2005 25,089 $3.40
In addition, the following table details the transactions in warrants
to acquire additional Shares (the "Warrants") 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 purchases
effected in an ordinary brokerage transaction) since the date of the event that
required the filing by Mr. Ladd of Amendment No. 3 to the Schedule 13D with
respect to the Company:
Quantity
Date of Shares Price
---- --------- -----
December 14, 2005 4,167 $0.30
December 14, 2005 5,000 $0.32
December 14, 2005 11,000 $0.35
December 14, 2005 13,000 $0.37
December 14, 2005 3,000 $0.38
December 20, 2005 4,500 $0.40
December 23, 2005 2,000 $0.50
December 23, 2005 2,000 $0.54
December 23, 2005 1,500 $0.56
Except as set forth above, and the exercise on December 23, 2005 of
79,467 Warrants, 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 the event that required the filing by Mr. Ladd of Amendment No. 3 to the
Schedule 13D with respect to the Company.
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.
January 6, 2006
/s/ Robert Ladd
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Robert Ladd, in his capacity as the
managing member of Laddcap Value
Advisors 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).