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):
March 8, 2006
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
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):
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o |
Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
|
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o |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
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o |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR
240.14d-2(b))
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o |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR
240.13e-4(c))
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Item
1.01 Entry
into a Material Definitive Agreement.
On
March
8, 2006, the Compensation Committee of the Board of Directors of RITA Medical
Systems, Inc. (the "Company")
approved the terms of the Company's 2006 Management Performance Incentive Plan
(the "Plan")
for
fiscal year 2006. The Plan has two independent and mutually exclusive
parts:
Financial
Achievement Plan.
The Compensation Committee has approved potential cash bonus payments to
employees totaling up to $830,000 in the aggregate under the Financial
Achievement Plan (The "Financial
Plan"),
subject to acceleration in certain circumstances as discussed below. Under
the
Financial Plan, if the Company's actual performance meets or exceeds certain
of
its target revenue and pro forma income/loss goals for the first and/or second
half of the year ending December 31, 2006, the Company's executive officers,
senior directors, directors and managers (the “Employee
Group”),
a
group consisting of approximately 30 employees, will receive cash incentive
bonus payments within a defined range, paid on a semi-annual basis. The
Financial Plan provides that if the Company meets certain target revenue and
pro
forma income/loss goals in the applicable six month period, these employees
would receive a cash bonus ranging from 0% to
40%
(depending on the level of the eligible employee and other factors) of such
employee's salary for such six month period.
In
addition, if the Company exceeds certain other target revenue and pro
forma income/loss goals in the applicable six month period, these employees
would receive an additional accelerated cash bonus ranging from 0% to 40%
(depending on the level of the eligible employee and other factors) of such
employee's salary for such six month period. The Financial Plan also provides
that the Company must maintain certain cash balances as of June 30, 2006 and
December 31, 2006 in order for the employees to be eligible to receive any
of
the cash incentive bonus payments under the Financial Plan. Finally, the
Financial Plan provides for a year end adjustment to the cash bonus payment
in
an applicable six month period in certain circumstances.
Program
Milestone Plan.
The
Compensation Committee has approved potential cash bonus payments to employees
totaling up to $400,000 in the aggregate under the Program Milestone Plan (the
"Milestone
Plan").
Under the Milestone Plan, the Employee Group will receive an aggregate of up
to
$400,000 to be paid in cash after December 31, 2006, if specific quarterly
project development milestones were achieved during fiscal 2006. Failure by
the
Employee Group to achieve the financial goals set forth in the Financial Plan
will not have any effect on the eligibility of the Employee Group for the
potential cash bonus payments under the Milestone Plan. The Compensation
Committee reserves the right to adjust or eliminate the compensation amounts
in
the event that the project development milestones are not met in a timely
manner.
The
Company intends to file a copy of the Plan as an exhibit to its Form 10-Q to
be
filed with the Securities and Exchange Commission for the period ending March
31, 2006.
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:
March 14,
2006 |
By: |
/s/ Michael
D. Angel |
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Michael
D. Angel
|
| |
Chief
Financial Officer |