UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
__________
FORM
8-K/A
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
25, 2007
RITA
Medical Systems, Inc.
(Exact
Name of Registrant as Specified in Charter)
|
Delaware
|
000-30959
|
94-3199149
|
|
(State
or Other Jurisdiction
of Incorporation)
|
(Commission
File
Number)
|
(IRS
Employer
Identification
No.)
|
|
|
|
46421
Landing Parkway, Fremont CA 94538
|
|
(Address
of Principal Executive Offices) (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:
| |
o
|
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
|
| |
o
|
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
| |
o
|
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2 (b))
|
| |
o
|
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4 (c))
|
EXPLANATORY
NOTE
We
are
filing this Form 8-K/A to correct a typographical error in our Form 8-K as
filed
with the Securities and Exchange Commission (“SEC”) on January 25, 2007. Such
report is hereby restated in its entirety as follows:
Item
8.01 - Other Events.
On
January 25, 2007, AngioDynamics,
Inc. (“Angio”) and RITA Medical Systems, Inc. (“RITA”) disclosed that pursuant
to the terms of their previously announced Agreement and Plan of Merger and
based on the average closing price of Angio common stock for the ten trading
days ended on January 24, 2007, the third trading day prior to the RITA special
meeting of stockholders, to be held January 29, 2007, at the effective time
of
the merger each share of RITA common stock would be convertible into the right
to receive 0.1722 of a share of the common stock of Angio and $0.515 in cash.
The
closing of the merger is scheduled to occur on or about January 29, 2007,
subject to the approval of the merger by RITA stockholders and the approval
of
the issuance of shares as merger consideration by Angio
stockholders.
Additional
Information about the Merger and Where to Find It
In
connection with the proposed merger, RITA and Angio have filed relevant
materials with the SEC, including a registration statement on Form S-4 that
contains a prospectus and a
joint
proxy statement.
INVESTORS AND SECURITY HOLDERS OF ANGIO AND RITA ARE URGED TO READ THE MATERIALS
BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT ANGIO, RITA AND THE PROPOSED
MERGER. The joint proxy statement, prospectus and other relevant materials,
and
any other documents filed by Angio or RITA with the SEC, may be obtained free
of
charge at the SEC’s web site at www.sec.gov. In addition, investors and security
holders may obtain free copies of the documents filed with the SEC by Angio
or
RITA by directing a written request to: Angio, Inc., 603 Queensbury Avenue,
Queensbury, New York 12804, Attention: Chief Financial Officer or RITA Medical
Systems, Inc., 46421 Landing Parkway, Fremont, California 94538, Attention:
Corporate Secretary. Investors and security holders are urged to read the proxy
statement, prospectus and the other relevant materials when they become
available before making any voting or investment decision with respect to the
proposed merger.
Angio,
RITA and their respective executive officers and directors may be deemed to
be
participants in the solicitation of proxies from the stockholders of RITA and
Angio in connection with the proposed merger. Information about those executive
officers and directors of Angio and their ownership of common stock of Angio
is
set forth in Angio’s Form 10-K for the fiscal year ended June 3, 2006 (the
“Angio 2006 10-K”), and the proxy statement for Angio 2006 Annual Meeting of
Stockholders, which was filed with the SEC on September 22, 2006. Information
about the executive officers and directors of RITA and their ownership of RITA
common stock is set forth in the proxy statement for RITA’s 2006 Annual Meeting
of Stockholders, which was filed with the SEC on April 28, 2006. Investors
and
security holders may obtain additional information regarding the direct and
indirect interests of Angio, RITA and their respective executive officers and
directors in the proposed merger by reading the joint proxy statement and
prospectus regarding the proposed merger.
Forward-Looking
Statements
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 the Angio
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 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.
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.
| |
RITA
MEDICAL SYSTEMS, INC.
|
| |
|
| |
|
|
Date:
January 25, 2007
|
By:
/s/ Michael D.
Angel
|
|
|
Michael
D. Angel
|
| |
Chief
Financial Officer
|