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):
February 23, 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 incorporation)
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(I.R.S.
Employer Identification No.)
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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
February 23, 2006, RITA Medical Systems, Inc., a Delaware corporation (the
“Company”), will announce its financial results for the quarter and year ended
December 31, 2005. 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 this press release contains and the related conference call
will include, the metrics of non-GAAP pro-forma loss for the quarter and year
ended December 31, 2005 and the quarter and year ended December 31, 2004, and
non-GAAP pro-forma loss outlook for the quarter ended March 31, 2006 and year
ended December 31, 2006. The calculation of non-GAAP pro-forma loss has no
basis
in GAAP. Additionally, the Company may use in the conference call related to
this press release non-GAAP measures of revenue for the fourth quarter ended
December 31, 2004 and for the year ended December 31, 2004, and the metric
earnings before interest, taxes, depreciation and amortization ("EBITDA") for
the quarter and year ended December 31, 2005. The periods ended December 31,
2004 include the revenue of Horizon Medical Products, Inc. for the period from
July 1, 2004 through July 28, 2004, and for the period from January 1, 2004
through July 28, 2004, respectively. Horizon's revenue for these periods is
not
included in the Company's GAAP revenue for the fourth quarter ended December
31,
2004 or for the year ended December 31, 2004, because its merger with Horizon
was not completed until July 29, 2004. This non-GAAP measure of revenue may
be
used in the conference call because management believes it facilitates a more
meaningful comparison with revenue for the quarter and the year ended December
31, 2005. The calculation of EBITDA has no basis in GAAP. The Company believes
that all of these non-GAAP measures provide useful information to investors,
permitting a better evaluation of the Company's ongoing business performance,
including the evaluation of its performance against its competitors in the
healthcare industry. A complete reconciliation of the non-GAAP financial
measures for historical periods to the most directly comparable GAAP measures
and EBITDA is presented in the accompanying tables, while this reconciliation
for the Company’s 2006 outlook is presented above.
Item
9.01 Financial
Statements and Exhibits.
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99.1 |
Press
Release of RITA Medical Systems, Inc. dated February 23,
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: February
23, 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 February 23,
2006
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