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): January
12, 2007
RITA
Medical Systems, Inc.
(Exact
Name of Registrant as Specified in Charter)
|
Delaware
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000-30959
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94-3199149
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(State
or Other Jurisdiction of Incorporation)
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(Commission
File
Number)
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(IRS
Employer
Identification
No.)
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46421
Landing Parkway, Fremont CA 94538
(Address
of Principal Executive Offices) (Zip Code)
(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:
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o
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
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o
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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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o
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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
January 16, 2007, the defendants, including RITA Medical Systems, Inc. (“RITA”)
reached an agreement-in-principle with the plaintiff regarding the settlement
of
a purported class action lawsuit captioned Holleran
v. RITA Medical Systems, Inc., et al.,
Case
No. RG 06-302394 in the Superior Court of the State of California for the County
of Alameda. In the complaint, the plaintiff, among other things, has alleged
that, in pursuing the proposed merger transaction with AngioDynamics, Inc.,
a
Delaware corporation (“Angio”) and approving the merger agreement, the directors
of RITA breached their fiduciary duties to RITA’s stockholders. In connection
with the settlement, certain modifications are being made to the Agreement
and
Plan of Merger dated November 27, 2006, as amended December 7, 2006 (the “Merger
Agreement”), by and among Angio, Royal I, LLC, a Delaware limited liability
company and a wholly-owned subsidiary of Angio (“Merger Sub”), and RITA. In
addition, certain supplemental disclosures are being made to RITA’s
stockholders, which disclosures are filed herewith as Exhibit 99.1 and
incorporated herein by reference and incorporated by reference into RITA’s proxy
statement dated December22, 2006. RITA’s proxy statement is supplemented by, and
should be read as part of and in conjunction with, the information filed in
this
Current Report on Form 8-K.
Forward-Looking
Information
This
document and its attachments include “forward-looking statements” intended to
qualify for the safe harbor from liability established by the Private Securities
Litigation Reform Act of 1995. Investors can identify these statements by the
fact that they do not relate strictly to historical or current facts. These
statements contain words such as “may,” “will,” “predict,” “project,” “might,”
“expect,” “believe,” “anticipate,” “plan,” “intend,” “potential,” “could,”
“would,” “should,” “estimate,” “seek,” “continue,” “pursue,” or “our future
success depends,” or the negative or other variations thereof or comparable
terminology. In particular, they include statements relating to, among other
things, future actions, strategies, future performance, future financial results
of Angio and RITA and the proposed merger. These forward-looking statements
are
based on current expectations and projections about future events.
Investors
are cautioned that forward-looking statements are not guarantees of future
performance or results and involve risks and uncertainties that cannot be
predicted or quantified and, consequently, the actual performance or results
of
Angio and RITA may differ materially from those expressed or implied by such
forward-looking statements. Such risks and uncertainties include, but are not
limited to, the following factors as well as other factors described from time
to time in Angio’s and RITA’s reports filed with the SEC, including Angio’s 2006
10-K and RITA’s Form 10-K for the year ended December 31, 2005: financial
community and rating agency perceptions of Angio and RITA; the effects of
economic, credit and capital market conditions on the economy in general, and
on
medical device companies in particular; the ability to timely and
cost-effectively integrate RITA into Angio’s operations; domestic and foreign
health care reforms and governmental laws and regulations; third-party relations
and approvals, technological advances and patents attained by competitors;
and
challenges inherent in new product development, including obtaining regulatory
approvals.
Any
forward-looking statements are made pursuant to the Private Securities
Litigation Reform Act of 1995 and, as such, speak only as of the date made.
Angio’s and RITA disclaim any obligation to update the forward-looking
statements. Investors are cautioned not to place undue reliance on these
forward-looking statements which speak only as of the date stated, or if no
date
is stated, as of the date of this document.
Participants
in the Solicitation and Additional Information
A
special
meeting of RITA stockholders is expected to be held on Monday, January 29,
2006
to obtain stockholder approval for the merger. In connection with the proposed
acquisition and required stockholder approval, RITA filed the Proxy Statement
with the SEC and mailed the Proxy Statement to RITA’s stockholders on or about
December 26, 2006. STOCKHOLDERS ARE URGED TO READ THE PROXY STATEMENT AND OTHER
RELEVANT DOCUMENTS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION (“SEC”)
BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT RITA AND THE PROPOSED
ACQUISITION. Stockholders may obtain free copies of these documents and other
documents filed with the SEC at the SEC’s website at www.sec.gov or at RITA’s
website at www.ritamedical.com.
RITA
and
its directors and executive officers may be deemed to be participants in the
solicitation of proxies from RITA stockholders in connection with the proposed
acquisition. Such individuals have interests in the proposed acquisition that
may be different than, or in addition to, the interests of RITA stockholders
generally. Certain information regarding RITA’s directors and executive officers
and their interests in the solicitation is set forth in the proxy statement
for
RITA’s 2006 annual meeting of stockholders filed with the SEC and is included in
the Proxy Statement.
ITEM
8.01 OTHER EVENTS
The
information set forth in Item 1.01 above is incorporated herein by
reference.
On
Friday, January 12, 2007, RITA and Angio issued a joint press release announcing
the expiration of the waiting period under the Hart-Scott-Rodino Antitrust
Improvements Act of 1976, as amended, in connection with the proposed
merger.
A
copy of
the joint press release is attached hereto as Exhibit 99.2 and incorporated
herein by reference.
ITEM
9.01 FINANCIAL STATEMENTS AND EXHIBITS
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2.1
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Amendment
No. 2 to Agreement and Plan of Merger, dated as of January 16, 2007,
by and among Angio, Merger Sub and RITA
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99.1
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Supplemental
Proxy Disclosure
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99.2
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Joint
Press Release dated January 12,
2007
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SIGNATURE
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:
January 16, 2007 |
By: |
/s/
Michael D. Angel
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Michael
D. Angel |
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Chief
Financial Officer |
EXHIBIT
INDEX
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2.1
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Amendment
No. 2 to Agreement and Plan of Merger, dated as of January 16, 2007,
by and among Angio, Merger Sub and RITA
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99.1
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Supplemental
Proxy Disclosure
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99.2
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Joint
Press Release dated January 12,
2007
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