8-K
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):
May 9, 2006
RITA
MEDICAL SYSTEMS, INC.
(Exact
name of registrant as specified in its charter)
000-30959
(Commission
File Number)
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Delaware
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94-3199149
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(State
or other jurisdiction of
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(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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Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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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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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
May 9,
2006, RITA Medical Systems, Inc., a Delaware corporation (the “Company”), will
announce its financial results for the first quarter ended March 31, 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 loss for the quarters ended
March 31, 2006, December 31, 2005 and March 31, 2005, and pro-forma net loss
outlook for the quarter ended June 30, 2006 and year ended December 31, 2006.
The calculation of pro-forma net loss has no basis in GAAP. Additionally, the
Company may use in the conference call related to the press release the non-GAAP
metric earnings before interest, taxes, depreciation and amortization,
(“EBITDA”), for the quarters ended March 31, 2006, December 31, 2005 and March
31, 2005. Additionally, the calculation of EBITDA in the table accompanying
the
press release excludes the FASB 123R stock compensation expense. Neither
calculation of EBITDA has a basis in GAAP. The Company believes that all of
these non-GAAP financial measure 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 to the press release.
Additionally, a reconciliation between the GAAP net loss and the pro-forma
net
loss for the Company’s outlook for the quarter ending June 30, 2006 and the year
ending December 31, 2006 is included in an accompanying table to the press
release.
Item
9.01 Financial
Statements and Exhibits.
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99.1 |
Press
Release of RITA Medical Systems, Inc. dated May 9,
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:
May
9,
2006 |
By: |
/s/ MICHAEL
D. ANGEL |
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Name:
Michael D. Angel
Title:
Chief Financial Officer
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RITA
MEDICAL SYSTEMS, INC.
INDEX
TO EXHIBITS
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Exhibit
Number
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Description
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Press
Release of RITA Medical Systems, Inc. dated May 9, 2006
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