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 23, 2005
RITA
Medical Systems, Inc.
(Exact
name of registrant as specified in its charter)
000-30959
(Commission
File Number)
|
California |
94-3199149 |
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(State
or other jurisdiction of |
(I.R.S.
Employer Identification No.) |
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incorporation) |
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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):
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425) |
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12) |
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b)) |
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c)) |
Item
4.01
Changes
in Registrant's Certifying Accountant.
On May
23, 2005, RITA Medical Systems, Inc. (the "Company") received notice from
PricewaterhouseCoopers LLP ("PwC") that PwC was resigning as the Company's
independent registered public accounting firm, effective immediately. The
Company had engaged PricewaterhouseCoopers LLP as its independent registered
public accounting firm in 1994. The Audit Committee of the Company neither
recommended nor approved the resignation of the Company's independent registered
public accounting firm. The Audit Committee of the Company has begun the process
of identifying and selecting a new independent registered public accounting firm
to audit the Company's consolidated financial statements for the year ending
December 31, 2005. The Company has authorized PwC to respond fully to successor
auditor inquiries.
The
reports of PwC on the Company's financial statements for the years ended
December 31, 2004 and December 31, 2003 did not contain an adverse opinion or
disclaimer of opinion, and were not qualified or modified as to uncertainty,
audit scope or accounting principle.
During
the years ended December 31, 2004 and December 31, 2003 and through May 23,
2005, there were no disagreements with PwC on any matter of accounting
principles or practices, financial statement disclosure or auditing scope or
procedure that, if not resolved to the satisfaction of PwC, would have caused
PwC to make reference thereto in its reports on the financial statements for
such years.
During
the years ended December 31, 2004 and December 31, 2003 and through May 23,
2005, there have been no reportable events, as defined in Item 304(a)(1)(v) of
Regulation S-K, except as noted below:
The
Company disclosed in its Form 10-K/A for the fiscal year ended December 31,
2004, that in evaluating its internal control over financial reporting,
management considered certain items control deficiencies that constituted a
material weakness. The following weaknesses were included in management's
assessment:
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(i) |
As
of December 31, 2004, RITA Medical Systems, Inc. did not maintain
effective controls over the reconciliation of accrued expenses and certain
cash accounts. Specifically, the Company failed to reconcile the
supporting documentation for certain material expense accruals, foreign
cash accounts and the primary operating cash account to the general
ledger, impacting Rita Medical Systems’ ability to ensure all transactions
flowing through the accounts are properly reflected in the recorded
account balances. This control deficiency resulted in audit adjustments to
accrued liabilities, general operating expenses and cash in the Company’s
2004 annual consolidated financial statements. Additionally, this control
deficiency could result in a misstatement of accrued liabilities, general
operating expenses and cash that would result in a material misstatement
to the annual or interim financial statements that would not be prevented
or detected. Accordingly, management has determined that this control
deficiency constitutes a material weakness. |
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As
of December 31, 2004, RITA Medical Systems, Inc. did not maintain
effective controls over the completeness and accuracy of accounts payable.
Specifically, the Company failed to identify and record, at year end,
certain operating expenses including franchise taxes and general corporate
expenses. This control deficiency resulted in audit adjustments to
accounts payable and the related operating expenses in the Company’s 2004
annual consolidated financial statements. Additionally, this control
deficiency could result in a misstatement of accounts payable and
operating expenses that would result in a material misstatement to the
annual or interim financial statements that would not be prevented or
detected. Accordingly, management has determined that this control
deficiency constitutes a material
weakness. |
Because
of these material weaknesses, management concluded that the Company did not
maintain effective internal control over financial reporting as of December 31,
2004, based on the criteria described in Internal
Control-Integrated Framework issued
by the Committee of Sponsoring Organizations of the Treadway Commission. These
control deficiencies and the material weaknesses, and the Company's efforts to
remediate them, are described in Item 9A of the Company's Form 10-K/A for the
year ended December 31, 2004, as filed with the Securities and Exchange
Commission (the "SEC") on May 2, 2005 and the Company's Form 10-Q for the
quarter ended March 31, 2005, as filed with the SEC on May 10,
2005.
The
Company has furnished a copy of the above disclosures and requested that PwC
furnish the Company with a letter addressed to the SEC stating whether or not it
agrees with the above disclosures. A copy of such letter is attached as Exhibit
16.1 to this Current Report on Form 8-K.
Item
9.01 Financial
Statements and Exhibits.
(c)
Exhibits:
16.1 Letter
from PricewaterhouseCoopers LLP to the Securities and Exchange Commission dated
May 27, 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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RITA MEDICAL SYSTEMS,
INC. |
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| Date: May 27, 2005 |
By: |
/s/ Joseph DeVivo |
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Joseph DeVivo
President and Chief Executive
Officer |
RITA
MEDICAL SYSTEMS, INC.
INDEX
TO EXHIBITS
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Exhibit
Number |
Description |
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16.1 |
Letter
from PricewaterhouseCoopers LLP to the Securities and Exchange Commission
dated May 27, 2005 |
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