As filed with the Securities and Exchange Commission on July 31, 2001
Registration No. 333-__________
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
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RITA MEDICAL SYSTEMS, INC.
(Exact name of Registrant as specified in its charter)
Delaware 94-3199149
(State of incorporation) (I.R.S. Employer Identification No.)
967 N. Shoreline Blvd.
Mountain View, CA 94043
(Address of principal executive offices)
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RITA Medical Systems, Inc. 2000 Stock Plan
(Full title of the Plans)
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Barry Cheskin
Chief Executive Officer
RITA Medical Systems, Inc.
967 N. Shoreline Blvd.
Mountain View, CA 94043
(650) 314-3400
(Name, address and telephone number, including area code, of agent for service)
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Copy to:
Mark B. Weeks
Ughetta Manzone
Venture Law Group
A Professional Corporation
2800 Sand Hill Road
Menlo Park, California 94025
(650) 854-4488
(Calculation of Registration Fee on following page)
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CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Maximum Maximum Maximum Amount of
Amount to be Offering Aggregate Registration
Title of Securities to be Registered Registered(1) Price Per Offering Price Fee
Share
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2000 Stock Plan
Common Stock, $0.001 par value........... 500,000 Shares $3.75 (2) $1,875,000.00 $468.75
$1,875,000.00 $468.75
TOTAL 500,000 Shares
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(1) This Registration Statement shall also cover any additional shares of
Common Stock which become issuable under the Plan being registered
pursuant to this Registration Statement by reason of any stock
dividend, stock split, recapitalization or any other similar
transaction effected without the receipt of consideration which results
in an increase in the number of the Registrant's outstanding shares of
Common Stock.
(2) Estimated in accordance with Rule 457(h) under the Securities Act
solely for the purpose of calculating the registration fee. The
computation with respect to unissued options is based on the average of
the high and low sale prices of the Common Stock as reported on The
Nasdaq National Market on July 26, 2001.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
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The Securities and Exchange Commission (the "SEC") requires us to
"incorporate by reference" certain of our publicly-filed documents into this
prospectus, which means that information included in those documents is
considered part of this prospectus. Information that we file with the SEC after
the effective date of this prospectus will automatically update and supersede
this information. We incorporate by reference the documents listed below and any
future filings made with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the
Securities Exchange Act of 1934, as amended, (the "Exchange Act"), until we
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terminate the effectiveness of this registration statement.
The following documents filed with the SEC are hereby incorporated by
reference:
(a) Our Form 10-K filed on March 27, 2001 (No. 000-30959), which
contains audited financial statements for our latest fiscal year for which such
statements have been filed.
(b) Our Registration on Form 10-Q filed on May 11, 2001 (No. 000-
30959), which contains condensed financial statements for the three months ended
March 31, 2001.
(c) The description of our Common Stock in our Registration Statement
on Form 8-A filed with the SEC under Section 12 of the Exchange Act on July 7,
2000 (File No. 000-30959), including any amendments or reports filed for the
purpose of updating such description.
We will furnish without charge to you, on written or oral request, a
copy of any or all of the documents incorporated by reference, other than
exhibits to those documents. You should direct any requests for documents to
Donald Stewart, c/o RITA Medical Systems, Inc, 967 N. Shoreline Blvd., Mountain
View, CA 94043.
Item 4. Description of Securities. Not applicable.
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Item 5. Interests of Named Experts and Counsel. Not applicable.
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Item 6. Indemnification of Directors and Officers.
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Our Certificate of Incorporation reduces the liability of a director to
the corporation or its shareholders for monetary damages for breaches of his or
her fiduciary duty of care to the fullest extent permissible under Delaware law.
Our Bylaws further provide for indemnification of corporate agents to the
maximum extent permitted by the Delaware General Corporation Law. In addition,
we have entered into indemnification agreements with our officers and directors.
Item 7. Exemption from Registration Claimed. Not applicable.
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Item 8. Exhibits.
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Exhibit
Number
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5.1 Opinion of Venture Law Group, a Professional Corporation
23.1 Consent of Venture Law Group, a Professional Corporation
(included in Exhibit 5.1).
23.2 Consent of PricewaterhouseCoopers LLP, Independent
Accountants
24.1 Power of Attorney (see signature page).
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Item 9. Undertakings.
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The undersigned Registrant hereby undertakes:
(1) to file, during any period in which offers or sales
are being made, a post-effective amendment to this registration statement to
include any material information with respect to the plan of distribution not
previously disclosed in the registration statement or any material change to
such information in the registration statement.
(2) that, for purposes of determining any liability under
the Securities Act, each such post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) to remove from registration by means of a
post-effective amendment any of the securities being registered which remain
unsold at the termination of the offering.
The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act that is incorporated by reference in the registration statement
shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
Insofar as the indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in a successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered hereunder, the Registrant will, unless in the opinion of its counsel
the question has already been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question of whether such indemnification
by it is against public policy as expressed in the Securities Act and will be
governed by the final adjudication of such issue.
[Signature Page Follows]
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant, RITA Medical Systems, Inc., a corporation organized and existing
under the laws of the State of Delaware, certifies that it has reasonable
grounds to believe that it meets all of the requirements for filing on Form S-8
and has duly caused this Registration Statement to be signed on its behalf by
the undersigned, thereunto duly authorized, in the City of Mountain View, State
of California, on this 31st day of July, 2001.
RITA Medical Systems, Inc.
By: /s/ Donald Stewart
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Donald Stewart
Chief Financial Officer
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POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Donald Stewart, jointly and severally,
his or her attorney-in-fact and agent, with the power of substitution and
resubstitution, for him or her and in his or her name, place or stead, in any
and all capacities, to sign any amendments to this Registration Statement on
Form S-8, and to file such amendments, together with exhibits and other
documents in connection therewith, with the Securities and Exchange Commission,
granting to the attorney-in-fact and agent, full power and authority to do and
perform each and every act and thing requisite and necessary to be done in and
about the premises, as fully as he or she might or could do in person, and
ratifying and confirming all that the attorney-in-fact and agent, or his or her
substitute or substitutes, may do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
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/s/ Barry Cheskin President, Chief Executive Officer and July 31, 2001
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Barry Cheskin Director (Principal Executive Officer)
/s/ Donald Stewart Chief Financial Officer (Principal July 31, 2001
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Donald Stewart Financial and Accounting Officer)
/s/ Gordon Russell Director July 31, 2001
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Gordon Russell
/s/ Scott Halsted Director July 31, 2001
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Scott Halsted
/s/ Janet Effland Director July 31, 2001
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Janet Effland
/s/ Vincent Bucci Director July 31, 2001
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Vincent Bucci
/s/ John Gilbert Director July 31, 2001
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John Gilbert
INDEX TO EXHIBITS
Exhibit
Number
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5.1 Opinion of Venture Law Group, a Professional Corporation
23.1 Consent of Venture Law Group, a Professional Corporation
(included in Exhibit 5.1).
23.2 Consent of PricewaterhouseCoopers LLP Independent Accountants
24.1 Power of Attorney (see signature page)