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
7, 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
|
(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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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
2.02 Results
of Operations and Financial Condition.
On
November 7, 2006, RITA Medical Systems, Inc., a Delaware corporation (the
“Company”), will announce its financial results for the third quarter ended
September 30, 2006. 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 contains and the related conference call
will include, the non-GAAP metrics of pro-forma net loss and EBITDA for the
periods ended September 30, 2006 and 2005, and pro-forma net loss outlook for
the quarter and year ended December 31, 2006. The calculations of pro-forma
net
loss and EBITDA (earnings before interest, taxes, depreciation and amortization,
and also excluding FASB 123R stock compensation expense, collectively “EBITDA”)
have no basis in GAAP. The Company believes that all of these non-GAAP financial
measures provide useful information to investors, permitting a better evaluation
of the Company's ongoing and underlying business performance, including the
evaluation of its performance against its competitors in the healthcare
industry. A complete reconciliation of these non-GAAP financial measures for
historical periods to the most directly comparable GAAP measures is presented
in
the accompanying tables. Additionally, a reconciliation between the GAAP net
loss and the pro-forma net loss for the Company’s outlook for the quarter and
the year ending December 31, 2006 is included in an accompanying table to the
press release.
The
information in this Form 8-K and the exhibit
attached hereto shall not be deemed "filed" for purposes of Section 18
of the Securities Exchange Act of 1934, as amended, (the "Exchange Act") or
otherwise subject to the liabilities of that section, nor shall it be deemed
incorporated by reference in any filing under the Securities Act of 1933, as
amended, or the Exchange Act, regardless of any general incorporation language
in such filing.
Item
9.01 Financial
Statements and Exhibits.
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99.1 |
Press
Release of RITA Medical Systems, Inc. dated November 7,
2006
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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:
November 7, 2006 |
By: |
/s/Michael
D.
Angel |
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Michael
D. Angel |
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Chief
Financial Officer |
RITA
MEDICAL SYSTEMS, INC.
INDEX
TO EXHIBITS
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Exhibit
Number
|
Description
|
| |
|
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99.1
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Press
Release of RITA Medical Systems, Inc. dated November 7,
2006
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