UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 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):
May 19, 2005
RITA
Medical Systems, Inc.
(Exact
name of registrant as specified in its charter)
000-30959
(Commission
File Number)
|
California |
94-3199149 |
|
(State
or other jurisdiction of incorporation) |
(I.R.S.
Employer Identification No.) |
| |
|
46421
Landing Parkway
Fremont,
CA 94538
(Address
of principal executive offices, with zip code)
(510)
771-0400
(Registrant's
telephone number, including area code)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General
Instruction A.2. below):
| |
o |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425) |
| |
o |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12) |
| |
|
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b)) |
| |
|
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c)) |
Item
1.01 Entry
into a Material Definitive Agreement
On May
19, 2005, RITA Medical Systems, Inc. (the "Company") entered into a
separation agreement and mutual release with Donald Stewart. The agreement is
described more fully in Item 5.02 below, which description is incorporated into
this Item 1.01 in its entirety.
Item
5.02 Departures
of Directors or Principal Officers; Election of Directors; Appointment
of Principal Officers.
On May
24, 2005, the Company issued a press release, attached as Exhibit 99.1 to this
Form 8-K, announcing that Donald Stewart, Chief Financial Officer and Vice
President, Finance and Administration of the Company, will be leaving the
Company to pursue other business interests once a new Chief Financial Officer
for the Company is hired. The Company also announced that Mr. Stewart will
remain actively involved as the Company’s Chief Financial Officer during the
recruiting and transition periods.
In
connection with Mr. Stewart’s planned departure, the Company and Mr. Stewart
entered into a Separation Agreement and Mutual Release with the Company (the
"Agreement"). The Agreement provides, among other things, that (i) Mr. Stewart
shall resign as Chief Financial Officer and Vice President, Finance and
Administration of the Company and terminate his employment with the Company on
the earlier of October 19, 2005 or such date as determined by the Board of
Directors of the Company (the "Separation Date"), (ii) the Company shall pay Mr.
Stewart his annual base salary of $205,000 for a six month period beginning
immediately following the Separation Date, (iii) the Company shall pay Mr.
Stewart a retention bonus of $30,000 unless Mr. Stewart voluntarily resigns his
employment with the Company prior to the Separation Date, (iv) the Company shall
pay Mr. Stewart's health insurance premiums for a six month period beginning
immediately following the Separation Date, and (v) all of Mr. Stewart's options
to purchase shares of the Company's common stock shall be fully vested and
exercisable until the later of the expiration date set forth in the applicable
option agreement and December 31, 2005. In the Agreement, the Company and Mr.
Stewart release one another from all claims that each has or may have against
the other. Mr. Stewart has until May 26, 2005 to revoke the Agreement. The
Agreement is attached as Exhibit 10.88 to this Form 8-K.
Item
9.01 Financial
Statements and Exhibits.
| |
10.88 |
Separation
Agreement and Mutual Release, dated May 19, 2005, between RITA Medical
Systems, Inc. and Donald Stewart |
| |
|
|
| |
|
|
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99.1 |
Press
Release of RITA Medical Systems, Inc. dated May 24,
2005 |
| |
|
|
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.
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|
|
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RITA MEDICAL
SYSTEMS, INC. |
|
|
|
| Date: May 24, 2005 |
By: |
/s/ Joseph
DeVivo |
| |
|
| |
Joseph DeVivo
President and Chief Executive
Officer |
RITA
MEDICAL SYSTEMS, INC.
INDEX
TO EXHIBITS
|
Exhibit
Number |
|
Description |
| |
|
|
|
10.88 |
|
Separation
Agreement and Mutual Release, dated May 19, 2005, between RITA Medical
Systems, Inc. and Donald Stewart |
| |
|
|
|
99.1 |
|
Press
Release of RITA Medical Systems, Inc. dated May 24,
2005 |