<PAGE>
As filed with the Securities and Exchange Commission on July 26, 2000
Registration No. 333-
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------
Form S-1
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
----------------
RITA MEDICAL SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C> <C>
Delaware 3845 94-3199149
(State or Other Jurisdiction of (Primary Standard Industrial (I.R.S. Employer
Incorporation or Organization) Classification Code Number) Identification No.)
</TABLE>
967 N. Shoreline Blvd.
Mountain View, CA 94043
(650) 390-8500
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
----------------
Barry N. Cheskin
Chief Executive Officer
RITA Medical Systems, Inc.
967 N. Shoreline Blvd.
Mountain View, CA 94043
(650) 390-8500
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
----------------
Copies to:
<TABLE>
<S> <C>
Mark B. Weeks John W. White
Brooke Campbell CRAVATH, SWAINE & MOORE
Ughetta Manzone Worldwide Plaza
VENTURE LAW GROUP 825 Eighth Avenue
A Professional Corporation New York, New York 10019
2800 Sand Hill Road
Menlo Park, California 94025
</TABLE>
----------------
Approximate date of commencement of proposed sale to the public: As soon as
practicable after the effective date of this registration statement.
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. [_]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [X]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
If this Form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]
----------------
Calculation of Registration Fee
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Proposed
Proposed maximum
Additional maximum aggregate Amount of
Title of each class of securities amount to be offering price offering registration
to be registered registered per share price(1)(2) fee(3)
-----------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common stock, $0.001 par value... 200,000 $12.00 $2,400,000 $633.60
</TABLE>
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
(1) Includes 30,000 shares of common stock issuable upon exercise of the
Underwriters' over-allotment option.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(a) under the Securities Act of 1933, as amended.
(3) Previously paid.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
<PAGE>
EXPLANATORY NOTE
We are incorporating into this document the Registration Statement on Form
S-1 (File No. 333-36160) of RITA Medical Systems, Inc., including each of the
documents filed by RITA with the SEC. RITA's Registration Statement was
declared effective by the Securities and Exchange Commission on July 26, 2000.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this amended registration statement to be signed on its behalf
by the undersigned, thereunto duly authorized, in the city of Menlo Park, State
of California, on July 26, 2000.
RITA MEDICAL SYSTEMS, INC.
/s/ Barry Cheskin
By: _________________________________
Barry Cheskin
President and Chief Executive
Officer
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:
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<C> <S> <C>
/s/ Barry Cheskin President, Chief July 26, 2000
___________________________________ Executive Officer
Barry Cheskin and Director (Principal
Executive
Officer)
/s/ Marilynne Solloway Chief Financial Officer July 26, 2000
___________________________________ (Principal
Marilynne Solloway Financial and
Accounting Officer)
* Director July 26, 2000
___________________________________
Gordon Russell
* Director July 26, 2000
___________________________________
Scott Halsted
* Director July 26, 2000
___________________________________
Janet Effland
* Director July 26, 2000
___________________________________
Vincent Bucci
* Director July 26, 2000
___________________________________
John Gilbert
</TABLE>
* Power of attorney.
/s/ Marilynne Solloway
*By____________________________
Marilynne Solloway
Attorney-in-Fact
II-1
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Number Description
------ -----------
<C> <S>
5.1 Opinion of Venture Law Group.
23.1 Consent of PricewaterhouseCoopers LLP, Independent Accountants.
23.2 Consent of Venture Law Group, A Professional Corporation (included in
Exhibit 5.1).
23.3 Consent of Wilson Sonsini Goodrich & Rosati, a Professional
Corporation.
23.4 Consent of Olsson, Frank & Weeda, P.C.
24.1* Power of Attorney.
</TABLE>
--------
* Previously filed on page II-5 of the RITA Registration Statement (File No.
333-36160).
