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): March 19, 2004 DELCATH SYSTEMS, INC. (Exact name of registrant as specified in its charter) Delaware 001-16133 06-1245881 (State or other jurisdiction of (Commission File (IRS Employer incorporation) Number) 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 changes since last report) 2 Item 5. Other Events and Regulation FD Disclosure On March 22, 2004, Delcath Systems, Inc. (the "Company") issued a press release relating to the completion by it of a private placement of common stock and warrants pursuant to agreements dated as of March 19, 2004. The Company's press release dated March 22, 2004 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 Description ------- ----------- 4 Form of Warrant to Purchase Shares of Common Stock issued pursuant to the Common Stock Purchase Agreement dated as of March 19, 2004. 10.1 Common Stock Purchase Agreement dated as of March 19, 2004 by and among Delcath Systems, Inc. and the Purchasers Listed on Exhibit A thereto. 10.2 Registration Rights Agreement dated as of March 19, 2004 by and among Delcath Systems, Inc. and the Purchasers Listed on Schedule I thereto. 19 Press Release dated March 22, 2004 of Delcath Systems, Inc. 3 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 Officer Date: March 22, 2004 EXHIBIT INDEX Exhibit Description ------- ----------- 4 Form of Warrant to Purchase Shares of Common Stock issued pursuant to the Common Stock Purchase Agreement dated as of March 19, 2004. 10.1 Common Stock Purchase Agreement dated as of March 19, 2004 by and among Delcath Systems, Inc. and the Purchasers Listed on Exhibit A thereto. 10.2 Registration Rights Agreement dated as of March 19, 2004 by and among Delcath Systems, Inc. and the Purchasers Listed on Schedule I thereto. 19 Press Release dated March 22, 2004 of Delcath Systems, Inc.