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): 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))
|
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 will be
convertible into the right to receive 0.1772 of a share of the common stock
of
Angio and $0.5150 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
WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION
ABOUT
ANGIO, RITA AND THE PROPOSED MERGER. The proxy statement, prospectus and other
relevant materials (when they become available), 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 proxy statement and prospectus
regarding the proposed merger when it becomes available.
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 |