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):
October 17, 2005
RITA
Medical Systems, Inc.
(Exact
name of registrant as specified in its charter)
000-30959
(Commission
File Number)
|
Delaware
|
94-3199149
|
|
(State
or other jurisdiction
of
|
(I.R.S.
Employer Identification
No.)
|
|
incorporation)
|
|
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)
|
| |
o |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR
240.14d-2(b))
|
| |
o |
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
Pursuant
to the terms of an offer letter, dated October 11, 2005 (the “Agreement”), from
RITA Medical Systems, Inc. (the "Company") to Michael D. Angel, Mr. Angel
commenced employment with the Company on October 17, 2005 in the position
of
Chief Financial Officer. Pursuant to the terms of the Agreement, Mr. Angel
shall
receive an annual salary of $250,000 and he will be entitled to participate
in
the Company's management cash bonus program. In addition, the Company will
issue
to Mr. Angel an incentive stock option to purchase 300,000 shares of the
Company's common stock. These option shares will become exercisable at the
rate
of 1/8 of the total number of shares after the first six months of October
17,
2005 and then with respect to 1/48 of the total per month, such that the
options
will become fully vested at the end of four years.
The
Agreement also provides for the payment of severance in certain circumstances.
Mr. Angel's agreement provides that if his employment by the Company is
terminated without cause, and provided that he resigns from his position
with
the Company, actively seeks full time employment and executes the Company's
standard form of release agreement releasing any claims he may have against
the
Company, Mr. Angel will receive monthly severance payments equal to 1/12th
of
his annual base salary for 12 months until such time as he accepts an offer
of
employment or consulting relationship which constitutes the equivalent of
a
full-time position. In addition, following termination of employment without
cause, Mr. Angel will be entitled to reimbursement for his continued medical
coverage until the earlier of (i) six months after his termination date or
(ii)
such time as he becomes eligible for insurance benefits from another employer.
The
description of the standard form of change of control agreements and
indemnification agreements entered into between Mr. Angel and the Company
set
forth in Item 5.02 of this Current Report on Form 8-K is incorporated by
reference herein.
The
foregoing description of the Agreement is qualified in its entirety by reference
to the Agreement, a copy of which is attached hereto as Exhibit 10.94
and
incorporated herein by reference.
Item
5.02 Departures
of Directors or Principal Officers; Election of Directors; Appointment
of Principal Officers.
On
October 17, 2005, the Board appointed Michael D. Angel, age 49, to serve
as
Chief Financial Officer of the Company effective October 17, 2005. Prior
to
joining the Company, from April 2004 to July 2005, he was Executive Vice
President and Chief Financial Officer of Proxim Corporation, a provider of
wireless networking products, the assets of which were acquired by Terabeam
Wireless in July 2005. From July 2005 to September 2005, Mr. Angel served
as a
consultant to Proxim Wireless Corporation, a wholly-owned subsidiary of Terabeam
Wireless utilizing the assets of Proxim Corporation. From March 2003 to April
2004, he acted as an independent consultant providing financial consulting
services for various technology companies. In May 2003, he served as Vice
President and Chief Financial Officer at Omnivision Technologies, Inc., a
technology company. From September 1999 to December 2002, Mr. Angel served
as
Executive Vice President and Chief Financial Officer of Spectrian Corporation,
a
wireless infrastructure company. Mr. Angel is a certified public accountant
and
holds a B.S. degree from California State University, Chico.
In
connection with Mr. Angel's appointment to the office described above, on
October 17, 2005, the Company issued to Mr. Angel pursuant to the Company's
2005
Stock Incentive Plan an incentive stock option to purchase 300,000 shares
of the
Company's common stock, par value $0.001 per share, at a price of $3.42 per
share, exercisable at the rate of 1/8 of the total number of shares after
the
first six months of October 17, 2005 and then with respect to 1/48 of the
total
per month, such that the options will become fully vested at the end of four
years.
The
Company has entered into its standard form of change of control agreements
and
indemnification agreements with Mr. Angel. The Company’s change of control
agreements provide the following benefits upon the sale or merger of the
Company. In the event that the Company consummates a change of control
transaction, 50% of any unvested options held by the Company officers shall
become fully vested and immediately exercisable and repurchase rights retained
by the Company with respect to 50% of the restricted stock held by the Company’s
officers shall immediately lapse. In addition, on each one month anniversary
following the effective date of a change of control transaction, 1/12th of
the
remaining unvested options held by the Company’s officers shall become fully
vested and immediately exercisable and repurchase rights retained by the
Company
with respect to 1/12th of any remaining restricted stock held by the Company’s
officers shall immediately lapse. If the officer is involuntarily terminated
within 12 months after the change of control transaction, all unvested options
held by the Company’s officers shall become fully vested and immediately
exercisable and all repurchase rights retained by the Company with respect
to
the restricted stock held by the Company’s officers shall immediately lapse. If
the officer voluntarily resigns or is terminated for cause after the change
of
control, then the officer is not entitled to any acceleration of the vesting
of
options or lapse of repurchase rights with respect to restricted
stock.
The
Company’s indemnification agreements contain provisions which may require the
Company, among other things, to indemnify the Company’s officers and directors
against a number of liabilities that may arise by reason of their status
or
service as officers or directors (other than liabilities arising from willful
misconduct of a culpable nature) and to advance their expenses incurred as
a
result of any proceeding against them as to which they could be indemnified.
Insofar as indemnification for liabilities arising under the Securities Act
of
1933 may be permitted to directors, officers or persons controlling the Company
pursuant to the foregoing provisions, the Company has been informed that
in the
opinion of the SEC such indemnification is against public policy as expressed
in
the Securities Act and is therefore unenforceable.
The
description of the employment agreement between Mr. Angel and the Company
set
forth in Item 1.01 of this Current Report on Form 8-K is incorporated by
reference herein.
Item
8.01 Other Events.
On
October 18, 2005, the Company announced that it had appointed Michael D.
Angel,
age 49, to serve as Chief Financial Officer of the Company. The full text
of the
press release issued in connection with this announcement is attached as
Exhibit
99.1 to this Current Report on Form 8-K.
Item
9.01 Financial
Statements and Exhibits.
(c) Exhibits:
10.94 Offer
Letter to Michael D. Angel dated October 11, 2005
99.1 Press
Release of RITA Medical Systems, Inc. dated October 18, 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.
| |
|
|
| |
RITA
MEDICAL SYSTEMS, INC. |
|
|
|
| Date:
October __, 2005 |
By: |
/s/ Joseph DeVivo |
| |
Joseph
DeVivo |
| |
President
and Chief Executive Officer |
RITA
MEDICAL SYSTEMS, INC.
INDEX
TO EXHIBITS
|
Exhibit
Number
|
Description
|
|
| |
|
|
|
10.94
|
Offer
Letter to Michael D. Angel dated October 11, 2005
|
|
|
99.1
|
Press
Release of RITA Medical Systems, Inc. dated October 18,
2005
|
|