UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE l3D
Under the Securities Exchange Act of 1934
(Amendment No. 7)*
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)
April 27, 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).
THIS SCHEDULE 13D AMENDMENT NO. 7 IS BEING FILED SOLELY TO REVISE AND CORRECT
TRADE INFORMATION REPORTED IN THE TABLE SET FORTH IN ITEM 5 OF SCHEDULE 13D
AMENDMENT NO. 6 FILED BY ROBERT LADD WITH THE SECURITIES AND EXCHANGE COMMISSION
ON APRIL 28, 2006.
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: 1,958,991*
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Shares Beneficially 8) Shared Voting Power: 0*
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Owned by
Each Reporting 9) Sole Dispositive Power: 1,958,991*
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Person With 10) Shared Dispositive Power: 0*
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11) Aggregate Amount Beneficially Owned by Each Reporting Person: 1,958,991*
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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): 10.0%*
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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 1,958,991 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 April 27, 2006 for the
purposes of Reg. Section 240.13d-3, Mr. Ladd is deemed to beneficially own
1,958,991 Shares, or 10.0% of the Shares deemed issued and outstanding as of
that date.
THIS SCHEDULE 13D AMENDMENT NO. 7 IS BEING FILED SOLELY TO REVISE AND CORRECT
TRADE INFORMATION REPORTED IN THE TABLE SET FORTH IN ITEM 5 OF SCHEDULE 13D
AMENDMENT NO. 6 FILED BY ROBERT LADD WITH THE SECURITIES AND EXCHANGE COMMISSION
ON APRIL 28, 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 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 April 27, 2006, Laddcap is the holder of 1,958,991 Shares.
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 April
27, 2006, for the purposes of Reg. Section 240.13d-3, Mr. Ladd is deemed to
beneficially own 1,958,991 Shares, or 10.0% 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) during the sixty days
on or prior to April 27, 2006:
Date Quantity of Shares Transaction Price per Share
---- ------------------ ----------- ---------------
March 14, 2006 10,000 sale $4.15
March 14, 2006 20,000 sale $4.10
March 15, 2006 48,500 sale $4.23
March 15, 2006 1,000 purchase $4.35
March 15, 2006 200 purchase $4.37
March 15, 2006 5,800 purchase $4.38
March 15, 2006 2,000 purchase $4.39
March 15, 2006 12,000 purchase $4.40
March 15, 2006 15,000 purchase $4.43
March 16, 2006 10,000 purchase $4.28
March 17, 2006 1,000 purchase $4.38
March 17, 2006 1,500 purchase $4.39
March 17, 2006 3,475 purchase $4.40
March 17, 2006 4,500 purchase $4.41
March 17, 2006 1,000 purchase $4.42
March 20, 2006 5,950 purchase $4.35
March 20, 2006 100 purchase $4.39
March 20, 2006 475 purchase $4.40
March 20, 2006 1,000 purchase $4.41
March 23, 2006 500 purchase $4.31
March 23, 2006 500 purchase $4.32
March 29, 2006 1,300 purchase $4.40
March 29, 2006 600 purchase $4.41
March 29, 2006 600 purchase $4.43
March 29, 2006 700 purchase $4.44
March 29, 2006 12,100 sale $4.53
March 30, 2006 700 purchase $4.33
March 30, 2006 700 purchase $4.35
April 3, 2006 2,000 purchase $4.48
April 3, 2006 100 purchase $4.51
April 3, 2006 100 purchase $4.52
April 3, 2006 1,000 purchase $4.54
April 3, 2006 100 purchase $4.55
April 3, 2006 12,000 purchase $4.56
April 3, 2006 100 purchase $4.57
April 3, 2006 4,200 purchase $4.58
April 3, 2006 1,400 purchase $4.59
April 3, 2006 10,600 purchase $4.60
April 4, 2006 25,000 purchase $4.35
April 5, 2006 10,000 purchase $4.35
April 6, 2006 1,000 purchase $3.91
April 6, 2006 2,000 purchase $3.92
April 6, 2006 1,000 purchase $3.97
April 6, 2006 1,000 purchase $3.98
April 17, 2006 22,000 purchase $3.82
April 21, 2006 4,461 purchase $4.25
April 21, 2006 930 purchase $4.29
April 21, 2006 300 purchase $4.30
April 21, 2006 200 purchase $4.31
April 21, 2006 1,000 purchase $4.45
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
during the sixty days on or prior to April 27, 2006.
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.
May 24, 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).