8-A12G/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

___________

FORM 8-A/A

Amendment No. 1

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES

PURSUANT TO SECTION 12 (b) OR (g) OF THE

SECURITIES EXCHANGE ACT OF 1934

RITA MEDICAL SYSTEMS, INC.

(Exact Name of Registrant as Specified in Its Charter)

Delaware	94-3199149
(State of Incorporation or Organization)	(IRS Employer Identification No.)

46421 Landing Parkway, Fremont, California	94538
(Address of Principal Executive Offices)	(Zip Code)

Securities to be registered pursuant to Section 12(b) of the Act:

Title of each class to be so registered	Name of each exchange on which each class is to be registered
Not Applicable	Not Applicable

If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), check the following box. x

If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), check the following box. o

Securities Act registration statement file number to which this form relates:	None
	(if applicable)
Securities to be registered pursuant to Section12(g) of the Act:	None
	(Title of Class)

Item 1.Description of Registrant’s Securities to be Registered.

On November 27, 2006, RITA Medical Systems, Inc., a Delaware corporation (“RITA”) and U.S. Stock Transfer Corporation (the “Rights Agent”) entered into Amendment No. 2 to Preferred Shares Rights Agreement (“Amendment No. 2”) to amend the Preferred Shares Rights Agreement dated as of July 31, 2001 by and between RITA and the Rights Agent (the “Rights Agreement”) and as amended by Amendment No. 1 to Preferred Shares Rights Agreement dated May 12, 2004 by and between RITA and the Rights Agent (“Amendment No. 1”). Capitalized terms used but not defined herein shall have the meaning assigned to such terms in the Rights Agreement.

On November 27, 2006, RITA entered into an Agreement and Plan of Merger (the “Merger Agreement”), with AngioDynamics, Inc. (“AngioDynamics”) and Royal I, LLC, a Delaware limited liability company and wholly owned subsidiary of AngioDynamics (“Merger Sub”). The Merger Agreement provides that, upon the terms and subject to the conditions set forth in the Merger Agreement, RITA will merge with and into Merger Sub, with Merger Sub continuing as the surviving corporation and a wholly owned subsidiary of AngioDynamics (the “Merger”). Amendment No. 2 amended the Rights Agreement to render the Rights issued pursuant to the Rights Agreement inapplicable to the Merger, the Merger Agreement and the transactions contemplated thereby, such that, among other things, (i) neither AngioDynamics nor Merger Sub shall become an Acquiring Person as a result of the announcement of the Merger or the Merger Agreement, the acquisition of shares of RITA common stock by Merger Sub as a result of the Merger, the execution of the Merger Agreement, or the consummation of the transactions contemplated thereby, (ii) none of a Shares Acquisition Date, a Distribution Date or a Triggering Event shall occur as a result of the announcement of the Merger or the Merger Agreement, the acquisition of shares of RITA common stock by Merger Sub as a result of the Merger, the execution of the Merger Agreement, or the consummation of the transactions contemplated thereby, and (iii) the Rights Agreement and the Rights shall terminate immediately prior to the consummation of the Merger. Amendment No. 1 was entered into by and between RITA and the Rights Agent in connection with the acquisition of Horizon Medical Products, Inc. by RITA on July 29, 2004.

Item 2.Exhibits.

2	Amendment No. 1 to Preferred Shares Rights Agreement dated May 12, 2004 by and between RITA Medical Systems, Inc. and U.S. Stock Transfer Corporation.
3	Amendment No. 2 to Preferred Shares Rights Agreement dated November 27, 2006 by and between RITA Medical Systems, Inc. and U.S. Stock Transfer Corporation.

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SIGNATURE

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized.

	RITA MEDICAL SYSTEMS, INC.
Date: November 29, 2006	By:	/s/ Michael D. Angel
		Michael D. Angel
		Chief Financial Officer

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RITA MEDICAL SYSTEMS, INC.

REGISTRATION STATEMENT ON FORM 8-A/A

EXHIBIT INDEX

Exhibit No.	Exhibit
2	Amendment No. 1 to Preferred Shares Rights Agreement dated May 12, 2004 by and between RITA Medical Systems, Inc. and U.S. Stock Transfer Corporation.
3	Amendment No. 2 to Preferred Shares Rights Agreement dated November 27, 2006 by and between RITA Medical Systems, Inc. and U.S. Stock Transfer Corporation.

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EX-2

Exhibit 2

RITA MEDICAL SYSTEMS, INC.

AMENDMENT NO. 1 TO PREFERRED SHARES RIGHTS AGREEMENT

This Amendment No. 1 To Preferred Shares Rights Agreement (this “Amendment”) is made as of May 12, 2004 between Rita Medical Systems, Inc., a Delaware corporation (the “Company”), and U.S. Stock Transfer Corporation (the “Rights Agent”).

Whereas, the Company and the Rights Agent entered into that certain Preferred Shares Rights Agreement, dated as of July 31, 2001 (the “Rights Agreement”) (capitalized terms used in this Amendment but not defined herein shall have the meaning assigned to them in the Rights Agreement); and

Whereas, the Company and the Rights Agent desire to amend the Rights Agreement as provided below.

Now, Therefore, in consideration of the foregoing premises and the mutual covenants and conditions set forth below, and for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties to this Amendment No. 1 to Preferred Shares Rights Agreement hereby agree as follows:

1. Amendment.

(a) The definition of “Acquiring Person” in Section 1(a) of the Rights Agreement is amended to add the following sentence at the end thereof:

“Notwithstanding anything in this Agreement to the contrary, no Person nor any of its Affiliates or Associates shall be deemed to be an Acquiring Person, either individually or collectively, solely by virtue of (i) the public announcement of the Merger Agreement or the Merger, (ii) the acquisition of Common Shares pursuant to the Merger, (iii) the execution of the Merger Agreement or (iv) the consummation of the Merger or of the other transactions contemplated in the Merger Agreement.”

(b) The definition of “Triggering Event” in Section 1(z) of the Rights Agreement is amended to add the following sentence at the end thereof:

“Notwithstanding anything in this Agreement to the contrary, no Triggering Event shall be deemed to have occurred solely as the result of (i) the public announcement of the Merger Agreement or the Merger, (ii) the acquisition of Common Shares pursuant to the Merger, (iii) the execution of the Merger Agreement or (iv) the consummation of the Merger or of the other transactions contemplated in the Merger Agreement.”

(c) The following definitions shall be added to Section 1 of the Rights Agreement:

“(aa) “Merger Agreement” means the Agreement and Plan of Merger dated as of May 12, 2004, among the Company, Hornet Acquisition Corp. and Horizon Medical Products, Inc. “

“(bb) “Merger” means the merger of Hornet Acquisition Corp. with and into Horizon Medical Products, Inc., as set forth in the Merger Agreement.”

(d) Section 3.1(a) of the Rights Agreement is amended to add the following sentence at the end thereof:

“Notwithstanding anything in this Agreement to the contrary, neither a Shares Acquisition Date nor a Distribution Date shall be deemed to have occurred solely as the result of (i) the public announcement of the Merger Agreement or the Merger, (ii) the acquisition of Common Shares pursuant to the Merger, (iii) the execution of the Merger Agreement or (iv) the consummation of the Merger or of the other transactions contemplated in the Merger Agreement.”

2.No Other Amendment. Except as modified by this Amendment, the Rights Agreement shall remain in full force and effect without any modification. By executing this Amendment below, the Company certifies that this Amendment has been executed and delivered in compliance with the terms of Section 27 of the Rights Agreement. This Amendment shall be deemed an amendment to the Rights Agreement and shall become effective when executed and delivered by the Company and the Rights Agent as provided under Section 27 of the Rights Agreement.

3.Effect of Amendment. Except as and to the extent expressly modified by this Amendment, the Rights Agreement and the exhibits thereto, shall remain in full force and effect in all respects. In the event of a conflict or inconsistency between this Amendment and the Rights Agreement and the exhibits thereto, the provisions of this Amendment shall govern.

4.Counterparts. This Amendment may be executed in several counterparts, each of which shall constitute an original and all of which, when taken together, shall constitute one agreement.

[THIS SPACE INTENTIONALLY LEFT BLANK]

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The parties hereto have caused this Amendment to be executed and delivered as of the day and year first written above.

RITA Medical Systems, Inc.

By: /s/ Joseph DeVivo                                  

Name: Joseph DeVivo                                    

Title: President and Chief Executive Officer

U.S. Stock Transfer Corporation

By: /s/ Richard Tilton                                

Name: Richard Tilton                                

Title: Assistant Vice President                

[Signature Page to Amendment No. 1 to Preferred Shares Rights Agreement]

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EX-3

Exhibit 3

RITA MEDICAL SYSTEMS, INC.

AMENDMENT NO. 2 TO PREFERRED SHARES RIGHTS AGREEMENT

This Amendment No. 2 To Preferred Shares Rights Agreement (this “Amendment”) is made as of November 27, 2006 between Rita Medical Systems, Inc., a Delaware corporation (the “Company”), and U.S. Stock Transfer Corporation (the “Rights Agent”).

Whereas, the Company and the Rights Agent entered into that certain Preferred Shares Rights Agreement, dated as of July 31, 2001, as amended by Amendment No. 1 thereto dated as of May 12, 2004 (as amended, the “Rights Agreement”) (capitalized terms used in this Amendment but not defined herein shall have the meaning assigned to them in the Rights Agreement); and

Whereas, the Company desires to amend the Rights Agreement as provided below.

Now, Therefore, in consideration of the foregoing premises, and for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties to this Amendment hereby agree as follows:

5.Amendment.

(a) The definition of “Acquiring Person” in Section 1(a) of the Rights Agreement is amended to add the following sentence at the end thereof:

“Notwithstanding anything in this Agreement to the contrary, none of AngioDynamics, Inc., Royal I, LLC or any of of their Affiliates or Associates shall be deemed to be an Acquiring Person, either individually or collectively, solely by virtue of (i) the public announcement of the AD Merger Agreement or the AD Merger, (ii) the acquisition of Company Common Stock pursuant to the AD Merger, (iii) the execution of the AD Merger Agreement or (iv) the consummation of the AD Merger or the other transactions contemplated in the AD Merger Agreement.”

(b) The definition of “Expiration Date” in Section 1(j) of the Rights Agreement is amended and restated to read as follows:

“Expiration Date” shall mean the earliest of (i) the Close of Business on the Final Expiration Date, (ii) the Redemption Date, (iii) the time at which the Board of Directors orders the exchange of the Rights as provided in Section 24 of this Agreement, (iv) the consummation of a transaction contemplated by Section 13(d) of this Agreement or (v) immediately prior to the Effective Time (as defined in the AD Merger Agreement) of the AD Merger. In the event that the AD Merger Agreement shall be terminated for any reason prior to the consummation of the AD Merger, then, concurrently with such termination, clause (v) shall be deemed to be automatically deleted from this Agreement and of no further force or effect.”

(c) The definition of “Triggering Event” in Section 1(z) of the Rights Agreement is amended to add the following sentence at the end thereof:

“Notwithstanding anything in this Agreement to the contrary, no Triggering Event shall be deemed to have occurred solely as the result of (i) the public announcement of the AD Merger Agreement or the AD Merger, (ii) the acquisition of Company Common Stock pursuant to the AD Merger, (iii) the execution of the AD Merger Agreement or (iv) the consummation of the AD Merger or the other transactions contemplated in the AD Merger Agreement.”

(d) The following definitions shall be added to Section 1 of the Rights Agreement:

“(cc) “AD Merger Agreement” shall mean the Agreement and Plan of Merger dated as of November 27, 2006, among AngioDynamics, Inc., Royal I, LLC and the Company. “

“(dd) “AD Merger” shall mean the merger of the Company with and into Royal I, LLC, as set forth in the AD Merger Agreement.”

(e) Section 3.1(a) of the Rights Agreement is amended to add the following sentence at the end thereof:

“Notwithstanding anything in this Agreement to the contrary, neither a Shares Acquisition Date nor a Distribution Date shall be deemed to have occurred solely as the result of (i) the public announcement of the AD Merger Agreement or the AD Merger, (ii) the acquisition of Company Common Stock pursuant to the AD Merger, (iii) the execution of the AD Merger Agreement or (iv) the consummation of the AD Merger or the other transactions contemplated in the AD Merger Agreement.”

6.No Other Amendment. Except as modified by this Amendment, the Rights Agreement shall remain in full force and effect without any modification. By executing this Amendment below, the Company certifies that this Amendment has been executed and delivered in compliance with the terms of Section 27 of the Rights Agreement. This Amendment shall be deemed an amendment to the Rights Agreement and shall become effective when executed and delivered by the Company and the Rights Agent as provided under Section 27 of the Rights Agreement.

7.Effect of Amendment. Except as and to the extent expressly modified by this Amendment, the Rights Agreement and the exhibits thereto, shall remain in full force and effect in all respects. In the event of a conflict or inconsistency between this Amendment and the Rights Agreement and the exhibits thereto, the provisions of this Amendment shall govern.

8.Counterparts. This Amendment may be executed in several counterparts, each of which shall constitute an original and all of which, when taken together, shall constitute one agreement.

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The parties hereto have caused this Amendment to be executed and delivered as of the day and year first written above.

RITA Medical Systems, Inc.

By: /s/ Joseph DeVivo                                  

Name: Joseph DeVivo                                   

Title: President and Chief Executive Officer

U.S. Stock Transfer Corporation

By: /s/ Syed Hussaini                                  

Name: Syed Hussaini                                 

Title: Vice President                                   

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