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): October 17, 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	(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 1.01Entry into a Material Definitive Agreement

Pursuant to the terms of an offer letter, dated October 11, 2005 (the “Agreement”), from RITA Medical Systems, Inc. (the "Company") to Michael D. Angel, Mr. Angel commenced employment with the Company on October 17, 2005 in the position of Chief Financial Officer. Pursuant to the terms of the Agreement, Mr. Angel shall receive an annual salary of $250,000 and he will be entitled to participate in the Company's management cash bonus program. In addition, the Company will issue to Mr. Angel an incentive stock option to purchase 300,000 shares of the Company's common stock. These option shares will become exercisable at the rate of 1/8 of the total number of shares after the first six months of October 17, 2005 and then with respect to 1/48 of the total per month, such that the options will become fully vested at the end of four years.

The Agreement also provides for the payment of severance in certain circumstances. Mr. Angel's agreement provides that if his employment by the Company is terminated without cause, and provided that he resigns from his position with the Company, actively seeks full time employment and executes the Company's standard form of release agreement releasing any claims he may have against the Company, Mr. Angel will receive monthly severance payments equal to 1/12th of his annual base salary for 12 months until such time as he accepts an offer of employment or consulting relationship which constitutes the equivalent of a full-time position. In addition, following termination of employment without cause, Mr. Angel will be entitled to reimbursement for his continued medical coverage until the earlier of (i) six months after his termination date or (ii) such time as he becomes eligible for insurance benefits from another employer.

The description of the standard form of change of control agreements and indemnification agreements entered into between Mr. Angel and the Company set forth in Item 5.02 of this Current Report on Form 8-K is incorporated by reference herein.

The foregoing description of the Agreement is qualified in its entirety by reference to the Agreement, a copy of which is attached hereto as Exhibit 10.94 and incorporated herein by reference.

Item 5.02 Departures of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

On October 17, 2005, the Board appointed Michael D. Angel, age 49, to serve as Chief Financial Officer of the Company effective October 17, 2005. Prior to joining the Company, from April 2004 to July 2005, he was Executive Vice President and Chief Financial Officer of Proxim Corporation, a provider of wireless networking products, the assets of which were acquired by Terabeam Wireless in July 2005. From July 2005 to September 2005, Mr. Angel served as a consultant to Proxim Wireless Corporation, a wholly-owned subsidiary of Terabeam Wireless utilizing the assets of Proxim Corporation. From March 2003 to April 2004, he acted as an independent consultant providing financial consulting services for various technology companies. In May 2003, he served as Vice President and Chief Financial Officer at Omnivision Technologies, Inc., a technology company. From September 1999 to December 2002, Mr. Angel served as Executive Vice President and Chief Financial Officer of Spectrian Corporation, a wireless infrastructure company. Mr. Angel is a certified public accountant and holds a B.S. degree from California State University, Chico.

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In connection with Mr. Angel's appointment to the office described above, on October 17, 2005, the Company issued to Mr. Angel pursuant to the Company's 2005 Stock Incentive Plan an incentive stock option to purchase 300,000 shares of the Company's common stock, par value $0.001 per share, at a price of $3.42 per share, exercisable at the rate of 1/8 of the total number of shares after the first six months of October 17, 2005 and then with respect to 1/48 of the total per month, such that the options will become fully vested at the end of four years.

The Company has entered into its standard form of change of control agreements and indemnification agreements with Mr. Angel. The Company’s change of control 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 officers shall become fully vested and immediately exercisable and repurchase rights retained by the Company with respect to 50% of the restricted stock held by the Company’s officers shall immediately lapse. In addition, 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 shall become fully vested and immediately exercisable and repurchase rights retained by the Company with respect to 1/12th of any remaining restricted stock held by the Company’s officers shall immediately lapse. If the officer is involuntarily terminated within 12 months after the change of control transaction, all unvested options held by the Company’s officers shall become fully vested and immediately exercisable and all repurchase rights retained by the Company with respect to the restricted stock held by the Company’s officers shall immediately lapse. If the officer voluntarily resigns or is terminated for cause after the change of control, then the officer is not entitled to any acceleration of the vesting of options or lapse of repurchase rights with respect to restricted stock.

The Company’s indemnification agreements contain provisions which may require the Company, among other things, to indemnify the Company’s officers and directors against a number of liabilities that may arise by reason of their status or service as officers or directors (other than liabilities arising from willful misconduct of a culpable nature) and to advance their expenses incurred as a result of any proceeding against them as to which they could be indemnified. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers or persons controlling the Company pursuant to the foregoing provisions, the Company has been informed that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

The description of the employment agreement between Mr. Angel and the Company set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference herein.

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Item 8.01 Other Events.

On October 18, 2005, the Company announced that it had appointed Michael D. Angel, age 49, to serve as Chief Financial Officer of the Company. The full text of the press release issued in connection with this announcement is attached as Exhibit 99.1 to this Current Report on Form 8-K.

Item 9.01Financial Statements and Exhibits.

(c)Exhibits:

10.94Offer Letter to Michael D. Angel dated October 11, 2005

99.1Press Release of RITA Medical Systems, Inc. dated October 18, 2005

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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: October __, 2005	By:	/s/ Joseph DeVivo
		Joseph DeVivo
		President and Chief Executive Officer

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RITA MEDICAL SYSTEMS, INC.

INDEX TO EXHIBITS

Exhibit Number	Description
10.94	Offer Letter to Michael D. Angel dated October 11, 2005
99.1	Press Release of RITA Medical Systems, Inc. dated October 18, 2005

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EX-10.94

October 11, 2005

Michael Angel

4104 Terra Alta Dr.

San Ramon, CA 94583

Dear Michael:

On behalf of RITA Medical Systems, Inc. (the “Company”), I am pleased to offer you the position of Chief Financial Officer. Speaking for myself, as well as the other members of the Company’s management team, we are all very impressed with your credentials and we look forward to your future success in this position.

The terms of your new position with the Company are as set forth below:

1.Position.

a. You will become the Chief Financial Officer, working out of the Company’s office in Fremont, California. You will report to the Company’s Chief Executive Officer.

b. You agree to the best of your ability and experience that you will at all times loyally and conscientiously perform all of the duties and obligations required of and from you pursuant to the express and implicit terms hereof, and to the reasonable satisfaction of the Company. During the term of your employment, you further agree that you will devote all of your business time and attention to the business of the Company, the Company will be entitled to all of the benefits and profits arising from or incident to all such work services and advice, you will not render commercial or professional services of any nature to any person or organization, whether or not for compensation, without the prior written consent of the Company’s Board of Directors, and you will not directly or indirectly engage or participate in any business that is competitive in any manner with the business of the Company. Nothing in this letter agreement will prevent you from accepting speaking or presentation engagements in exchange for honoraria or from serving on boards of charitable organizations, or from owning no more than one percent (1%) of the outstanding equity securities of a corporation whose stock is listed on a national stock exchange.

2.Start Date. Subject to fulfillment of any conditions imposed by this letter agreement, you will commence this new position with the Company on October 17, 2005.

3.Proof of Right to Work. For purposes of federal immigration law, you will be required to provide to the Company documentary evidence of your identity and eligibility for employment in the United States. Such documentation must be provided to us within three (3) business days of your date of hire, or our employment relationship with you may be terminated.

4.Compensation.

a.Base Salary. You will be paid a monthly gross salary of $20,833.33, which is equivalent to $250,000 on an annualized basis. Your salary will be payable in two equal payments on the 15^th and the last day of the month.

b.Bonus. You will be eligible to participate in the Company management cash bonus program at the Vice President level.

c.Annual Review. Your base salary will be reviewed as part of the Company’s normal annual salary review process.

5.Stock Options.

a. Initial Grant. In connection with the commencement of your employment, the Company will recommend that the Board of Directors, or a Committee of the Board of Directors, grant you an option to purchase 300,000 shares of the Company’s Common Stock (“Shares”) with an exercise price equal to the fair market value on the date of the grant. These option shares will vest at the rate of 1/8 of the total after the first six months of employment and then 1/48 of the total per month, such that the options will become fully vested at the end of four years. Vesting will, of course, depend on your continued employment with the Company. The option will be an incentive stock option to the maximum extent allowed by the tax code and will be subject to the terms of the Company’s 2000 Incentive Stock Option Plan and the Stock Option Agreement between you and the Company. This option is subject to the approval of the Company’s Board of Directors or designated Committee of the Board.

b. Subsequent Option Grants. Subject to the discretion of the Company’s Board of Directors, you may be eligible to receive additional grants of stock options or purchase rights from time to time in the future, on such terms and subject to such conditions as the Board of Directors shall determine as of the date of any such grant.

6.Benefits.

a.Insurance Benefits. The Company will make available to you medical, dental, vision, life and long-term disability insurance benefits. More detailed information will be provided in a new-hire packet that will be given to you after your acceptance of this offer.

b.Vacation. You will be entitled to 3 weeks paid vacation per year, pro-rated for the remainder of this calendar year. Vacation accrues as follows: five (5) hours accrue per pay period from your date of hire. During the first six months, no vacation may be taken unless a special exception has been granted.

c.401K Retirement Plan. You will be eligible to participate in the Company’s employee-contribution 401K Retirement Plan beginning on the first January 1, April 1, July 1, or October 1 following commencement of your employment.

d.Employee Stock Purchase Plan. You will be eligible to participate in the Company’s Employee Stock Purchase Plan beginning on the first February 1 or August 1 following commencement of your employment.

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7.Severance Benefits. In the event that the Company or its successor in interest terminates your employment without Cause (as defined below), then you will be entitled to receive continuation of your then-current monthly base salary for twelve (12) months following your termination date. This salary continuation shall be contingent upon confirmation to the Company’s satisfaction that you are actively seeking Full-Time Employment, which for purposes of this Offer Letter shall be defined as at least thirty-five (35) hours per week of compensated labor, including consulting and other work. In the event that you commence Full-Time Employment, your salary continuation will cease. In addition, following the termination of your employment, the Company will pay your COBRA insurance premiums (provided that you elect such coverage) until the earlier of (A) six (6) months following your termination date or (B) the date on which you become eligible for insurance benefits from another employer. Upon terminationof your employmentwith the Company, you will be entitled to receive benefits only as set forth herein or as otherwise provided by applicable law. Your entitlement to these severance benefits will be conditioned upon your execution and delivery to the Company of (i) a general mutual release of all claims (provided that the Company shall not be required to release any claims arising from a material breach by you of the Confidentiality Agreement (as defined below)) and (ii) a resignation from all of your positions with the Company. In the event that your employment is terminated prior to completing 12 months of employment as the CFO for RITA Medical, then your salary continuation shall be limited to the number of months that you were employed prior to your termination.

For purposes of this Offer Letter, “Cause” shall mean (i) gross negligence or willful misconduct in the performance of the Employee’s duties to the Company where such gross negligence or willful misconduct has resulted or is likely to result in substantial and material damage to the Company or its subsidiaries, (ii) repeated unexplained or unjustified absence from the Company, (iii) a material and willful violation of any federal or state law; (iv) commission of any act of fraud with respect to the Company; or (v) conviction of a felony or a crime involving moral turpitude causing material harm to the standing and reputation of the Company, in each case as determined in good faith by the Board of Directors of the Company.

8.Confidential Information and Invention Assignment Agreement. Your acceptance of this offer and commencement of employment with the Company is contingent upon the execution, and delivery to an officer of the Company, of the Company’s Confidential Information and Invention Assignment Agreement, a copy of which is enclosed for your review and execution (the “Confidentiality Agreement”), prior to or on your Start Date.

9.Confidentiality of Terms. You agree to follow the Company’s strict policy that employees must not disclose, either directly or indirectly, any information, including any of the terms of this agreement, regarding compensation, or stock purchase or option allocations to any person, including other employees of the Company; provided, however, that you may discuss such terms with members of your immediate family and any legal, tax or accounting specialists who provide you with individual legal, tax or accounting advice.

10.At-Will Employment. Youremployment with the Company will be on an “at will” basis, meaning that either you or the Company may terminate your employment at any time for any reason or no reason, without further obligation or liability.

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We are all delighted to be able to extend you this offer and look forward to working with you. To indicate your acceptance of the Company's offer, please sign, date this letter in the space provided below, and return it to me, along with a signed and dated copy of the Confidentiality Agreement. This letter, together with the Confidentiality Agreement, set forth the terms of your employment with the Company and supersedes any prior representations or agreements, whether written or oral. This letter may not be modified or amended except by a written agreement, signed by the Company and by you. This offer will expire unless signed by you by October 17, 2005.

Very truly yours,

RITA MEDICAL SYSTEMS, INC.

By:/s/Joseph DeVivo

Joseph DeVivo

Title: Chief Executive Officer

ACCEPTED AND AGREED:

MICHAEL ANGEL

/s/Michael Angel

Signature

October 11, 2005

Date

Enclosure:Confidential Information and Invention Assignment Agreement

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EX-99.1

Contact:	EVC Group	RITA Medical Systems, Inc.
	Investors:	Stephen Pedroff, VP Marketing Communications
	Doug Sherk/Jennifer Beugelmans	510-771-0400
	dsherk@evcgroup.com	spedroff@ritamed.com
	415-896-6820
	Media:
	Steve DiMattia
	sdimattia@evcgroup.com
	646-277-8706

RITA MEDICAL APPOINTS MICHAEL ANGEL AS CHIEF FINANCIAL OFFICER

Mr. Angel Brings More Than 27 Years of Financial Management and Corporate Development Expertise to RITA

FREMONT, CA, October 18, 2005—RITA Medical Systems (Nasdaq: RITA), today announced the appointment of Michael D. Angel, (49) as its new Chief Financial Officer effective immediately. Mr. Angel brings more than 27 years of financial and operational management, as well as corporate development, expertise to RITA Medical.

“Michael brings to RITA a well rounded and sophisticated career in financial management and corporate development,” said Joseph DeVivo, President and Chief Executive Officer. “When we initiated our search for a new chief financial officer, our key criteria included strong public accounting knowledge, expertise in strategic corporate development and transaction management, in-depth Sarbanes-Oxley experience, and the proven ability to build a team. Michael’s accomplishments in all of these critical areas demonstrate his long track record of successful strategic planning and execution and I’m delighted to welcome him to RITA Medical,” Mr. DeVivo concluded.

Since 2004, Mr. Angel had been Chief Financial Officer of Proxim Corporation, a publicly traded company that provided wireless networking products, the assets of which were recently acquired by Terabeam Wireless. Prior to the acquisition Proxim had annual sales of approximately $100 million. Mr. Angel also held the position of Chief Financial Officer of Spectrian Corporation, a publicly held provider of wireless infrastructure systems. In addition he has held several senior level financial positions with National Semiconductor Corporation and served as Vice President and Worldwide Controller of Hitachi Data Systems Corporation. Mr. Angel is a Certified Public Accountant and was a Senior Audit Manager with Price Waterhouse (now known as PricewaterhouseCoopers, LLP). Mr. Angel received his Bachelor of Science Degree in Business Administration with an accounting concentration from the California State University, Chico.

“I’m very excited to join the RITA organization, particularly given how well positioned the company is to improve people’s lives and provide cost-effective medical solutions and therapies,” said Mr. Angel. “I admire the mission of this company and am eager to contribute to the successful execution of our strategies as we focus on building shareholder returns,” he concluded.

About RITA Medical Systems, Inc.

RITA Medical Systems develops manufactures and markets innovative products for cancer patients including radiofrequency ablation (RFA) systems for treating cancerous tumors as well as percutaneous vascular and spinal access systems. The Company's oncology product lines include implantable ports, some of which feature its proprietary Vortex® technology; tunneled central venous catheters; safety infusion sets and peripherally inserted central catheters used primarily in cancer treatment protocols. The product line also includes the Habib 4X™ surgical resection device which coagulates a “resection plane” and is designed to facilitate surgical resection of highly vascularized tissue with reduced blood loss. The proprietary RITA system uses radiofrequency energy to heat tissue to a high enough temperature to ablate it or cause cell death. In March 2000, RITA became the first RFA Company to receive specific FDA clearance for unresectable liver lesions in addition to its previous general FDA clearance for the ablation of soft tissue. In October 2002, RITA again became the first company to receive specific FDA clearance, this time, for the palliation of pain associated with metastatic lesions involving bone.

The statements in this news release related to the use of the Company's technology and the Company’s future financial and operating performance, the Company’s ability to achieve its sales revenue goals, and the Company’s ability to achieve and sustain profitability, are forward-looking statements involving risks and uncertainties that could cause actual results to differ materially from those in such forward-looking statements. Information regarding these risks is included in the Company's filings with the Securities and Exchange Commission.