Unassociated Document
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):
November 1, 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
2.02 Results
of Operations and Financial Condition.
On
November 1, 2005, RITA Medical Systems, Inc., a Delaware corporation (the
“Company”), will announce its financial results for the third quarter
and nine months ended September 30, 2005. A copy of the Company's press
release announcing and commenting upon these financial results is attached
as
Exhibit 99.1 hereto and incorporated by reference herein.
The
Company uses, and the press release refers to, non-GAAP measures of
revenue for the third quarter ended September 30, 2004 and for the nine month
period ended September 30, 2004, and EBITDA for the quarter ended September
30,
2005. The periods ended September 30, 2004 include the revenue of Horizon Medial
Products, Inc. for the period from July 1, 2004 through July 28, 2004, and
for
the period from January 1, 2004 through July 28, 2004, respectively. Horizon’s
revenue for these periods is not included in the Company’s GAAP revenue for
the third quarter ended September 30, 2004 or for the nine month period ended
September 30, 2004, because its merger with Horizon was not completed until
July
29, 2004. The Company uses this non-GAAP measure of revenue, and is presenting
it in this press release, because management believes it facilitates a more
meaningful comparison with revenue for the quarter ended September 30, 2005
and
the nine month period ended September 30, 2005. Additionally,
the Company uses the metric earnings before interest, taxes, depreciation and
amortization (“EBITDA”). This calculation of EBITDA has no basis in GAAP. The
Company believes that all of these non-GAAP measures provide useful information
to investors, permitting a better evaluation of the Company’s ongoing business
performance, including the evaluation of its performance against its competitors
in the healthcare industry. A complete reconciliation of the non-GAAP financial
measures and EBITDA to the most directly comparable GAAP measures is included
in
the press release.
Item
9.01 Financial
Statements and Exhibits.
|
|
99.1 |
Press
Release of RITA Medical Systems, Inc. dated November 1,
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:
November 1, 2005 |
By: |
/s/
Michael D. Angel |
| |
Michael
D. Angel |
| |
Chief
Financial Officer |
RITA
MEDICAL SYSTEMS, INC.
INDEX
TO EXHIBITS
|
Exhibit
Number
|
Description
|
| |
|
|
99.1
|
Press
Release of RITA Medical Systems, Inc. dated November 1,
2005
|