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): October
19, 2006
RITA
Medical Systems, Inc.
(Exact
name of registrant as specified in its charter)
000-30959
(Commission
File Number)
|
Delaware
|
94-3199149
|
|
(State
or other jurisdiction of
|
(I.R.S.
Employer Identification No.)
|
|
incorporation)
|
|
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):
| |
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
1.01 Entry
into a Material Definitive Agreement.
RITA
Medical Systems, Inc. (the “Company”) and the Compensation Committee of the
Board of Directors recently undertook a review of the Company's existing
change of control agreements and determined that new change of control
agreements should be entered into with the Company’s key employees. The
Company and the Compensation Committee of the Board of Directors believe
that the new change of control agreements are appropriate for the Company’s
needs and consistent with industry standards. While the existing change of
control agreements provide many of the same rights, the new change of
control agreements also provide for a cash severance payment and address
certain tax issues discussed below. On
October 19, 2006, the Compensation Committee of the Board of
Directors of the Company approved the adoption of three forms of change of
control agreements (collectively, the “Agreements”), applying respectively to
(i) the Company’s Chief Executive Officer; (ii) the Company’s Chief Financial
Officer; and (iii) the Company’s other named
executive officers.
The
Agreements provide the following benefits upon the sale or merger of the
Company. In the event that the Company consummates a change of control
transaction, 50% of any unvested options held by the Company's officers who
are
parties to such agreements shall become fully vested and immediately
exercisable. In addition, unless otherwise provided, on each one month
anniversary following the effective date of a change of control transaction,
1/12th of the remaining unvested options held by the Company’s officers who are
parties to such agreements shall become fully vested and immediately
exercisable.
If
the
officer is involuntarily terminated at any time within two months prior to
or 12
months after a change of control transaction, all unvested options held by
such officer shall become fully vested and immediately exercisable. In
addition, if
the
officer is involuntarily terminated at any time within two months prior to
or 12
months after the change of control transaction, the officer shall be paid after
such involuntary termination a lump sum cash severance amount equal to 12 months
of such officer’s target compensation or, in the case of the CEO, 18 months of
such officer’s target compensation.
In
the
event that severance benefits provided for in any of the Agreements cause the
officer to be subject to the excise tax imposed by Internal Revenue Code Section
4999 and further provided that such severance benefits exceed the amount set
forth in Internal Revenue Code Section 280G by more than $100,000, the Company
shall pay the officer an amount sufficient to restore the full amount payable
under the Agreement.
Additional
terms and conditions are set forth in the Agreements, copies of which are filed
with this report as Exhibit 10.99, Exhibit 10.100 and Exhibit 10.101. The
foregoing descriptions are subject to, and qualified in their entirety by,
the
Agreements.
Item
9.01 Financial
Statements and Exhibits.
|
|
10.99 |
Form
of Change of Control Agreement for Chief Executive
Officer
|
|
|
10.100 |
Form
of Change of Control Agreement for Chief Financial
Officer
|
|
|
10.101 |
Form
of Change of Control Agreement for Named Executive
Officers
|
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.
| |
|
|
| |
RITA MEDICAL SYSTEMS, INC. |
|
|
|
| Date:
October 25, 2006 |
By: |
/s/
Michael
Angel |
| |
Michael
Angel |
| |
Chief
Financial Officer |
RITA
MEDICAL SYSTEMS, INC.
INDEX
TO EXHIBITS
|
Exhibit
Number
|
Description
|
|
| |
|
|
|
10.99
|
Form
of Change of Control Agreement for Chief Executive Officer
|
|
| |
|
|
|
10.100
|
Form
of Change of Control Agreement for Chief Financial Officer
|
|
| |
|
|
|
10.101
|
Form
of Change of Control Agreement for Named Executive
Officers
|
|