S-1MEF 1 0001.txt FORM 462 FOR RITA MEDICAL 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) Delaware 3845 94-3199149 (State or Other Jurisdiction of (Primary Standard Industrial (I.R.S. Employer Incorporation or Organization) Classification Code Number) Identification No.)
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: 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
---------------- 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 -------------------------------------------------------------------------------- --------------------------------------------------------------------------------
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) ----------------------------------------------------------------------------------------------- Common stock, $0.001 par value... 200,000 $12.00 $2,400,000 $633.60
-------------------------------------------------------------------------------- -------------------------------------------------------------------------------- (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. -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- 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. 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:
Signature Title Date --------- ----- ---- /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
* Power of attorney. /s/ Marilynne Solloway *By____________________________ Marilynne Solloway Attorney-in-Fact II-1 EXHIBIT INDEX
Number Description ------ ----------- 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.
-------- * Previously filed on page II-5 of the RITA Registration Statement (File No. 333-36160).