-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Sl6O486ozMmqJJisnN/F47y4DxwTWHHtK0h7CjjEgfS1S3d6IFfKAydKw65tpHgW GFtmSsKqB8yNJiLlfNF3zw== /in/edgar/work/20000727/0001072993-00-000537/0001072993-00-000537.txt : 20000921 0001072993-00-000537.hdr.sgml : 20000921 ACCESSION NUMBER: 0001072993-00-000537 CONFORMED SUBMISSION TYPE: S-1MEF PUBLIC DOCUMENT COUNT: 5 333-36160 FILED AS OF DATE: 20000726 EFFECTIVENESS DATE: 20000726 FILER: COMPANY DATA: COMPANY CONFORMED NAME: RITA MEDICAL SYSTEMS INC CENTRAL INDEX KEY: 0001056421 STANDARD INDUSTRIAL CLASSIFICATION: [3845 ] IRS NUMBER: 943199149 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-1MEF SEC ACT: SEC FILE NUMBER: 333-42314 FILM NUMBER: 679626 BUSINESS ADDRESS: STREET 1: 967 N SHORELINE BLVD CITY: MOUNTAIN VIEW STATE: CA ZIP: 94013 BUSINESS PHONE: 6503858500 MAIL ADDRESS: STREET 1: 967 NORTH SHORELINE BLVD CITY: MOUNTAIN VIEW STATE: CA ZIP: 94043 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). EX-5.1 2 0002.txt CONSENT OF VENTURE LAW GROUP EXHIBIT 5.1 July 26, 2000 RITA Medical Systems, Inc. 967 North Shoreline Blvd. Mountain View, CA 94043 Registration Statement on Form S-1 (File No. 333- ) Ladies and Gentlemen: We have examined the Registration Statement on Form S-1 (File No. 333-36160) (the "Registration Statement") filed by you with the Securities and Exchange Commission on May 3, 2000, as amended by Amendment No. 1 to the Registration Statement filed June 14, 2000, Amendment No. 2 to the Registration Statement filed on June 28, 2000, Amendment No. 3 to the Registration Statement filed on July 14, 2000, Amendment No. 4 to the Registration Statement filed on July 19, 2000, Amendment No. 5 to the Registration Statement filed on July 24, 2000 and Amendment No. 6 to the Registration Statement filed on July 25, 2000 (the "Registration Statement") and a related registration statement that is effective upon filing pursuant to Rule 462(b) under the Securities Act of 1933 in connection with the registration under the Securities Act of 1933 of shares of your Common Stock (the "Shares"). As your legal counsel in connection with this transaction, we have examined the proceedings taken and we are familiar with the proceedings proposed to be taken by you in connection with the sale and issuance of the Shares. It is our opinion that, the Shares when issued and sold in the manner described in the Registration Statement will be legally and validly issued, fully paid and nonassessable. We consent to the use of this opinion as an exhibit to the Registration Statement and further consent to the use of our name wherever appearing in the Registration Statement, including the Prospectus constituting a part thereof, and in any amendment thereto. Very truly yours, VENTURE LAW GROUP A Professional Corporation /s/ Venture Law Group EX-23.1 3 0003.txt CONSENT OF PRICEWATERHOUSECOOPERS LLP EXHIBIT 23.1 CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the use in this Registration Statement on Form S-1 of our reports dated April 10, 2000, relating to the financial statements and financial statement schedule of RITA Medical Systems, Inc., which appear in such Registration Statement. We further consent to incorporation by reference of this consent into a related registration statement that is effective upon filing pursuant to Rule 462(b) under the Securities Act of 1933, as amended. We also consent to the reference to us under the heading "Experts" in such Registration Statement. /s/ PricewaterhouseCoopers LLP PRICEWATERHOUSECOOPERS LLP San Jose, California July 26, 2000 EX-23.3 4 0004.txt CONSENT OF WSGR EXHIBIT 23.3 CONSENT OF WILSON SONSINI GOODRICH & ROSATI, A PROFESSIONAL CORPORATION We consent to the use of our name in the second paragraph under the caption "Experts" in the prospectus, which constitutes part of the Registration Statement for the Common Stock of RITA Medical Systems, Inc. on Form S-1. We further consent to the aforementioned use of our name in any amendments to the aforementioned Registration Statement and to the incorporation by reference of this consent into a related registration statement that is effective upon filing pursuant to Rule 462(b) under the Securities Act of 1933, as amended. /s/ Wilson Sonsini Goodrich & Rosati Wilson Sonsini Goodrich & Rosati Palo Alto, California July 26, 2000 EX-23.4 5 0005.txt CONSENT OF OLSSON, FRANK AND WEEDA, P.C. EXHIBIT 23.4 CONSENT OF OLSSON, FRANK AND WEEDA, P.C. We hereby consent to the use of our name under the caption "Legal Matters" in the prospectus, which constitutes part of the Registration Statement for the Common Stock of RITA Medical Systems, Inc. on Form S-1. We further consent to the aforementioned use of our name in any amendments to the aforementioned Registration Statement and to the incorporation by reference of this consent into a related registration statement that is effective upon filing pursuant to Rule 462(b) under the Securities Act of 1933, as amended. /s/ Olsson, Frank and Weeda, P.C. Olsson, Frank and Weeda, P.C. Washington, D.C. July 26, 2000 -----END PRIVACY-ENHANCED MESSAGE-----