8-K

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): September 23, 2005

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 incorporation)	(I.R.S. Employer Identification No.)

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.

On September 23, 2005, RITA Medical Systems, Inc. (the “Company”) entered into an Approval and Consent (the “Consent”) with SF Capital Partners Ltd. (“SF Capital”), BayStar Capital II, L.P. (“BayStar”), Walker Smith Capital (and its affiliates) ("Walker Smith") and Capital Ventures International ("CVI"). The Company is party to certain Stock and Warrant Purchase Agreements dated November 24, 2004 (the “Purchase Agreements”) with each of SF Capital, BayStar, Walker Smith and CVI. Pursuant to the terms of the Purchase Agreements, the Company sold shares of its common stock (the “Shares”) and (ii) warrants to purchase shares of its common stock to each of SF Capital, BayStar, Walker Smith and CVI (the "Offering Warrants").

Pursuant to the Consent, SF Capital, BayStar, Walker Smith and CVI, which together hold 80% of the securities issuable upon exercise of the Offering Warrants, agreed, among other things, effective as of June 8, 2005, to approve and consent to the issuance, or deemed issuance, of securities of the Company to directors, officers, employees or consultants of the Company pursuant to the Company's 2005 Stock Incentive Plan without any such issuance or deemed issuance triggering any adjustment of the Warrant Price (as defined in the Purchase Agreement) pursuant to Section 2(d) of the Offering Warrants.

The description of the terms and conditions of the Consent set forth herein does not purport to be complete and is qualified in its entirety by reference to the full text of the Consent attached hereto as Exhibit 10.93 and incorporated herein by reference.

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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: September 29, 2005	By:	/s/ Joseph DeVivo
		Joseph DeVivo President and Chief Executive Officer

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EXHIBIT INDEX

Exhibit No.	Description
10.93	Approval and Consent dated as of September 23, 2005 by and among RITA Medical Systems, Inc., SF Capital Partners Ltd., BayStar Capital II, L.P., Walker Smith Capital (and its affiliates) and Capital Ventures International

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EX-10.93

EXHIBIT 10.93

APPROVAL AND CONSENT

THIS APPROVAL AND CONSENT (“Consent”) is made as of September 23, 2005 by and among RITA Medical Systems, Inc., a Delaware corporation (“RITA”), and the holders of warrants to purchase Common Stock of RITA issued on or about November 24, 2004 signing below (the “Holders”).

RECITALS

A. RITA and the Holders are parties to those certain Stock and Warrant Purchase Agreements by and between RITA on one hand and each of the Holders and other investors identified therein on the other hand (collectively, the “Investors”), dated as of November 24, 2004 (collectively, the “Purchase Agreements”). Pursuant to the Purchase Agreements, RITA issued to each of the Investors warrants to purchase Common Stock of RITA (the “Offering Warrants”).

B. On June 8, 2005, RITA’s 2005 Stock and Incentive Plan (the “2005 Plan”) was approved by RITA’s stockholders and as a result, RITA will cease to issue securities to directors, officers, employees or consultants of RITA or its subsidiaries in connection with their service as directors of RITA or a subsidiary of RITA, their employment by RITA or a subsidiary of RITA or their retention as consultants by RITA or a subsidiary RITA under RITA’s 2000 Stock Plan and will issue such securities to such persons pursuant to the 2005 Plan.

C. The definition of “Excluded Stock” in Section 2(d) of the Offering Warrants includes RITA’s 2000 Stock Plan but not the 2005 Plan.

D. Pursuant to the definition of “Excluded Stock” in Section 2(d) of the Offering Warrants, holders of Offering Warrants exercisable for 80% of the Warrant Shares (as defined in the Offering Warrants) issuable upon exercise of the then outstanding Offering Warrants (such holders, the “80% Holders”) may approve the issuance, or deemed issuance, of securities of RITA for any purpose and in any amount without triggering the adjustment of the Warrant Price (as defined in the Offering Warrants) pursuant to Section 2(d).

E. The Holders together constitute at least the 80% Holders.

AGREEMENT

NOW, THEREFORE, in consideration of the above recitals, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows:

1. Approval and Consent. Notwithstanding any provision in the Offering Warrants to the contrary, the Holders, representing the 80% Holders, hereby approve and consent to the issuance, or deemed issuance, of RITA securities to directors, officers, employees or consultants of RITA or its subsidiaries in connection with their service as directors of RITA or a subsidiary of RITA, their employment by RITA or a subsidiary of RITA or their retention as consultants by RITA or a subsidiary RITA under RITA’s 2005 Plan without any such issuance or deemed issuance triggering any adjustment of the Warrant Price pursuant to Section 2(d) of the Offering Warrants. The foregoing approval and consent is effective as of June 8, 2005.

2. Governing Law. This Consent shall be governed by and construed in accordance with the internal laws of the State of Delaware, without giving effect to the principles of conflicts of law.

3. Capitalized Terms. Capitalized terms not defined in this Consent shall having the meaning attributed to them in the Offering Warrants.

4. Continuing Effect. Except as expressly provided for herein, the Offering Warrants shall continue to be, and shall remain, in full force and effect in accordance with their terms.

5. Counterparts. This Consent may be executed in any number of identical counterparts, including by electronic or facsimile transmission, any set of which signed by all the parties hereto shall be deemed to constitute a complete, executed original for all purposes.

6. Successors and Assigns. All the terms and provisions of this Consent shall be binding and inure to the benefit of the respective successors and assigns of RITA and the Investors.

7. No Consideration. The Company represents and warrants to the undersigned that no Investor has been given or paid any consideration for its execution of this Consent or any consent of similar purpose.

[Signature Pages Follow]

IN WITNESS WHEREOF, the undersigned parties have caused this Approval and Consent to be duly executed by their respective officers thereunto duly authorized, as of the date first above written.

RITA MEDICAL SYSTEMS, INC.

By:   /s/ Joseph DeVivo

Name: Joseph De Vivo

Title: President and Chief Executive Officer

SF CAPITAL PARTNERS LTD.

By:   /s/ Brian H. Davidson

Name: Brian H. Davidson

Title: Authorized Signatory

BAYSTAR CAPITAL II, L.P.

By:   /s/ Larry Goldfarb

Name: Larry Goldfarb

Title: Managing Partner

WALKER SMITH CAPITAL, L.P.

WALKER SMITH CAPITAL (QP), L.P.

WALKER SMITH INTERNATIONAL FUND, LTD.

By:   /s/ Joe Worsham

Name: Joe Worsham

Title: Chief Operating Officer

CAPITAL VENTURES INTERNATIONAL

By:   /s/ Martin Kobinger

Name: Martin Kobinger

Title: Investment Manager

[Signature Page to Approval and Consent]