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):
August 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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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
August
8, 2006, RITA Medical Systems, Inc., a Delaware corporation (the “Company”),
will announce its financial results for the second quarter ended June 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 loss and EBITDA (earnings before
interest, taxes, depreciation and amortization and excluding FASB 123R stock
compensation expense) for the periods ended June 30, 2006 and June 30, 2005,
and
pro-forma net loss outlook for the quarter ending September 30, 2006 and year
ending December 31, 2006. The calculation of pro-forma net loss and 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 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 September 30, 2006 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.
(c) Exhibits:
99.1 Press
Release of RITA Medical Systems, Inc. dated August 8, 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: August
8, 2006 |
By: |
/s/ Michael D. Angel |
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Michael
D. Angel |
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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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99.1
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Press
Release of RITA Medical Systems, Inc. dated August 8, 2006
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