<PAGE>
As filed with the Securities and Exchange Commission on August 11, 2000
Registration No. 333-__________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________
FORM S-8
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
________________
RITA MEDICAL SYSTEMS, INC.
(Exact name of Registrant as specified in its charter)
Delaware 33-3199149
(State of incorporation) (I.R.S. Employer Identification No.)
967 N. Shoreline Blvd.
Mountain View, CA 94043
(Address of principal executive offices)
_______________________
RITA Medical Systems, Inc. 2000 Employee Stock Purchase Plan
RITA Medical Systems, Inc. 1994 Incentive Stock Plan
RITA Medical Systems, Inc. 2000 Stock Plan
RITA Medical Systems, Inc. 2000 Directors' Stock Option Plan
(Full title of the Plans)
_______________________
Barry Cheskin
Chief Executive Officer
RITA Medical Systems, Inc.
967 N. Shoreline Blvd.
Mountain View, CA 94043
(650) 390-8500
(Name, address and telephone number, including area code, of agent for service)
_______________________
Copy to:
Mark B. Weeks
Brooke Campbell
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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<TABLE>
<CAPTION>
Proposed Proposed
Maximum Amount Maximum Maximum Amount of
to be Offering Aggregate Registration Fee
Title of Securities to be Registered Registered(1) Price Per Offering Price
Share
-----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
2000 Employee Stock Purchase Plan
Common Stock, $0.001 par value............. 650,000 Shares 10.12031 (2) 6,578,203 1,736.65
1994 Incentive Stock Plan
Common Stock, $0.001 par value............ 1,903,112 Shares 1.48 (3) 2,816,605 743.58
2000 Stock Plan
Common Stock, $0.001 par value............ 2,000,000 Shares 11.90625 (4) 23,812,500 6,286.50
2000 Directors' Stock Option Plan
Common Stock, $0.001 par value............ 500,000 Shares 11.90625 (4) 5,953,125 1,571.63
TOTAL 5,053,112 Shares 39,160,433 10,338.36
-------
</TABLE>
_______________________
(1) This Registration Statement shall also cover any additional shares of
Common Stock which become issuable under any of the Plans 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 of 1933
(the "Securities Act") solely for the purpose of calculating the
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registration fee. The computation is based on the average of the high and
low sale prices of the Common Stock as reported on The Nasdaq National
Market on August 7, 2000, multiplied by 85%, which is the percentage of the
trading purchase price applicable to purchases under the referenced Plan.
(3) Computed in accordance with Rule 457(h) under the Securities Act solely for
the purpose of calculating the registration fee. The computation is based
on the weighted average per share exercise price (rounded to nearest cent)
of outstanding options under the referenced plan, the shares issuable under
which are registered hereby.
(4) 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 August 7, 2000.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
---------------------------------------
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 terminate the
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effectiveness of this registration statement.
The following documents filed with the SEC are hereby incorporated by
reference:
(a) Our Registration Statement on Form S-1 filed on May 3, 2000, as amended
(No. 333-36160), which contains audited financial statements for our latest
fiscal year for which such statements have been filed.
(b) Not Applicable.
(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 Marilynne
Solloway, c/o RITA Medical Systems, Inc, 967 N. Shoreline Blvd., Mountain View,
CA 94043.
Item 4. Description of Securities. Not applicable.
-------------------------
Item 5. Interests of Named Experts and Counsel. Not applicable.
--------------------------------------
Item 6. Indemnification of Directors and Officers.
-----------------------------------------
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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2
<PAGE>
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]
3
<PAGE>
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 Menlo Park, State of California, on
this 11th day of August, 2000.
RITA Medical Systems, Inc.
By: /s/ Marilynne Solloway
----------------------------
Marilynne Solloway
Chief Financial Officer
4
<PAGE>
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Marilynne Solloway, 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.
<TABLE>
<CAPTION>
Signature Title Date
------------------------------------ ------------------------------------ ---------------------
<S> <C> <C>
/s/ Barry Cheskin President, Chief Executive Officer August 11, 2000
------------------------------------ and Director (Principal Executive
Barry Cheskin Officer)
/s/ Marilynne Solloway Chief Financial Officer (Principal August 11, 2000
------------------------------------ Financial and Accounting Officer)
Marilynne Solloway
/s/ Gordon Russell Director August 11, 2000
------------------------------------
Gordon Russell
/s/ Scott Halsted Director August 11, 2000
------------------------------------
Scott Halsted
/s/ Janet Effland Director August 11, 2000
------------------------------------
Janet Effland
/s/ Vincent Bucci Director August 11, 2000
------------------------------------
Vincent Bucci
/s/ John Gilbert Director August 11, 2000
------------------------------------
John Gilbert
</TABLE>
5
<PAGE>
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)
6
